pilotpayne

absolutely, that’s why his reference article might not be right.

RiddleEagle18

Trying to engage in merger talks for years and didn’t even solicit another offer before accepting frontiers….

The lawyers are all drooling if even half of that is true.


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Bluedriver

Yep. The board and Spirit management are protecting their golden parachutes or promised roles after the merger. They are seeing if they can get away with it.

Another poster said that can't be true, because it would be illegal. That's how the executive class works if they THINK they can get away with it. Clearly JB isn't gonna be silent on this scheme.

ropestart

I bet another offer will come down the line…much bigger with a few big banks behind it.

docav8tor

https://ir.spirit.com/financials-fil...ingId=15777866

Filed by Frontier Group Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company: Spirit Airlines, Inc. SEC File No.: 001-35186 Date: May 2, 2022

The following letter is being filed in connection with the proposed business combination of Spirit Airlines, Inc. (“Spirit”) and Frontier Group Holdings, Inc. (“Frontier”):

Team Frontier,

Good news – we are moving ahead with our combination with Spirit. This morning, Spirit announced that its board of directors unanimously reiterated its support for the combination of Frontier and Spirit and determined not to proceed with JetBlue’s proposal.

This is an exciting development for all of us. We are continuing to make progress toward completing our combination with Spirit, which we remain confident is in the best interest of consumers, shareholders and Team Frontier. Together, Spirit and Frontier will offer even more ultra-low fares to more places, deliver $1 billion in annual savings for consumers and create an expected 10,000 new direct jobs and thousands more at our business partners.

In terms of next steps, there are a number of approvals and conditions that must be met. Until the combination is complete, we are continuing to operate as separate companies and it is business as usual.

We will provide updates on our progress. Please remain focused on delivering Low Fares Done Right to our customers just as you do today. Thank you all for your hard work and dedication to Frontier and our customers. Let’s keep up the great work!

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Important Additional Information Will be Filed with the SEC

Frontier has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 in connection with the proposed transaction (which Registration Statement has not yet been declared effective), that included a preliminary Information Statement/Prospectus of Frontier and a preliminary Proxy Statement of Spirit. The Registration Statement is not complete and will be further amended. Frontier and Spirit also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE

Bluedriver

​​​​​​ JB just released the letter publicly. Gonna make sure the large institutional shareholders know Spirit has not done it's required fiduciary responsibility. Spirit's board and management are looking out for their own personal financial interests and not putting the shareholders first, as they are required to do.

SaintNick

care to give a quick summary of details of how they looked after their own only.

Clear Right

I’m no M&A expert, but couldn’t B6 just buy 51% of Spirit market cap now for a lot less than the 3.6B offer??

turbojet28

Its hilarious that people think the Spirit BoD just obviously disregarded their “fiduciary duties”. You don’t think they have their own lawyers? The reasons they gave are legit.

FNGFO

They’re defensible. The shareholders will decide if they’re legit.

Franke’s boys running both airlines and creating merger for the stock swap and a modicum of cash is awfully convenient.