DFAN14A 1 ss977871_dfan14a.htm PROXY MATERIAL

SECURITIES AND EXCHANGE COMMISSION

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Spirit Airlines, Inc.

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JetBlue Airways Corporation

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Filed by JetBlue Airways Corporation

Pursuant to Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Subject Company: Spirit Airlines, Inc.

Commission File No.: 001-35186

Date: May 2, 2022

The following slide presentation is being filed in connection with JetBlue Airways Corporation’s proposal to acquire all of the outstanding shares of common stock of Spirit Airlines, Inc.

JetBlue’s Revised and Superior Proposal to Acquire Spirit Airlines May 2, 2022

Important Information for Investors and Stockholders 2 Forward Looking Statements Statements in this presentation contain various forward - looking statements within the meaning of Section 27A of the Securities A ct of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exc han ge Act, which represent our management’s beliefs and assumptions concerning future events. These statements are intended to qualify for the “safe harbor” fr om liability established by the Private Securities Litigation Reform Act of 1995. When used in this document, the words “expe cts ,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “targets” and similar expressio ns are intended to identify forward - looking statements. Forward - looking statements involve risks, uncertainties and assumptions, an d are based on information currently available to us. Actual results may differ materially from those expressed in the forward - looking statements due to many factors , including, without limitation, those listed in our U.S. Securities and Exchange Commission (“SEC”) filings, matters of whic h w e may not be aware, the coronavirus pandemic including new and existing variants, the outbreak of any other disease or similar public health threat t hat affects travel demand or behavior, the outcome of any discussions between JetBlue and Spirit with respect to a possible trans ac tion, including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be mat eri ally different from those described herein, the conditions to the completion of the possible transaction, including the recei pt of any required stockholder and regulatory approvals and, in particular, our expectation as to the likelihood of receipt of antitrust approvals, JetBlue’s ab ili ty to finance the possible transaction and the indebtedness JetBlue expects to incur in connection with the possible transact ion , the possibility that JetBlue may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully int egrate Spirit’s operations with those of JetBlue, and the possibility that such integration may be more difficult, time - consumin g or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customer s o r suppliers) may be greater than expected in connection with the possible transaction. Given the risks and uncertainties surr oun ding forward - looking statements, you should not place undue reliance on these statements. Further information concerning these and other factors is contained in JetBlue’s SEC filings, including but not limited to, JetBlue’s 2021 Annual Report on Form 10 - K and its Quarterly Reports on Form 10 - Q. In light of these risks and uncertainties, the forward - looking events discussed in this presentation might not occur. Our forward - looking statements spe ak only as of the date of this presentation or as of the dates so indicated. We undertake no obligation to update or revise f orw ard - looking statements, whether as a result of new information, future events, or otherwise. Additional Information and Where to Find It This presentation relates to a proposal which JetBlue has made for a business combination transaction with Spirit. In further anc e of this proposal and subject to future developments, JetBlue (and, if a negotiated transaction is agreed to, Spirit) may fi le one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document JetBlue and/or Sp irit may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF JETBLUE AND SPIRIT ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILA BLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE POSSIBLE TRANSACTION. Any definitive proxy statement (if and when available) will be mailed to stockholders of Spirit. Investors and security holders o f S pirit and JetBlue will be able to obtain free copies of these documents (if and when available) and other documents filed wit h t he SEC by JetBlue and Spirit through the web site maintained by the SEC at http://www.sec.gov. Participants in the Solicitation This presentation is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be mad e with the SEC. Nonetheless, JetBlue and certain of its directors and executive officers may be deemed to be participants in any solicitation with respect to the proposed transaction under the rules of the SEC. Information regarding the interests of these participants in any such proxy sol icitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in an y p roxy statement and other relevant materials to be filed with the SEC if and when they become available. These documents can be obtained free of charge as descr ibe d in the preceding paragraph. No Offer or Solicitation This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall ther e b e any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registratio n o r qualification under the securities laws of any such jurisdiction.

Creating a Compelling National Low - fare Challenger, Benefitting All Stakeholders All - cash offer of $33/share clearly represents a “Superior Proposal” for Spirit shareholders — Enhanced with divestiture commitments and a $200mm reverse break - up fee Pro - competitive combination as “JetBlue Effect” is more effective in lowering legacy fares Accelerates JetBlue’s strategic plan, creating more value for all stakeholders of combined airline Combined airline would fly under the JetBlue brand, bringing its unique combination of lower fare and great experience to more customers Provides combined crewmember base enhanced career opportunities 3

v v Bringing the Airline Customers Love to Fly to More People Source: 2021, 2019 company filings; number of daily flights, and destinations are based on April 2022 schedule data as of 3/2 5/2 2. Note: JetBlue and Spirit annual passengers and ASMs as of 2019. JetBlue and Spirit Aircraft, Aircraft in Order Book, and Crewmembers/Team Members as of 2021. 2019 Annual Revenues $ 8.1 billion $ 3.8 billion Annual Customers 43 million 35 million 78 million Aircraft 282 173 455 Aircraft in Order Book 156 156 312 Daily Flights 1,031 733 1,700+ Destinations 98 84 130+ unique destinations Available Seat Miles 54 million 41 million 95 million Crewmembers 22,000 10,000 32,000 4 v $ 11.9 billion

5 JetBlue’s Offer is Clearly Superior to Frontier’s Frontier JetBlue Price $33.00 per share / $3.6bn 1 Equity Value $22.42 total consideration 2 per Spirit share / $2.5bn Equity Value Consideration All Cash Mostly Stock Value Certainty All cash offer provides greater value certainty Uncertain value given market risk; Offer value has declined by ~$3.40 per share / ~$370mm since announcement Divestiture Commitment (New) Commitment to divest assets up to a Material Adverse Effect on Spirit; carve - out for divestitures that adversely impact the NEA None, despite similar regulatory profile Reverse Break - Up Fee (New) $200mm (~$1.80 / share) (~8% of Spirit share price prior to Frontier announcement and ~45% of Frontier’s original premium) None, despite similar regulatory profile 1 Assumes fully diluted shares outstanding of approximately 109.5 million per Spirit’s Management. 2 Based on exchange ratio of 1.9126x, $2.13 of cash consideration per share, and Frontier closing price as of 29 - Apr - 2022.. JetBlue’s All - Cash Superior Proposal Offers Greater Value and Closing Certainty + 47%

Facts do not Support Frontier and Spirit Projections; Significantly Overstate Potential Transaction Value 2022 and 2023 EBITDAR estimates excluding synergies are 30% and 18% higher than consensus, respectively Forecasted 2022E - 2024E revenue CAGR of 22% 1 and doubling in 4 years vs. average airline consensus growth of 12% 2 Wage inflation and continued attrition likely to increase cost projections Fuel costs are expected to stay elevated (versus 2019) in 2023 and beyond Pilot shortages are a constraint to growth for the overall industry JetBlue has a realistic view of Spirit and is committed to the strategic rationale of the acquisition 6 Source: Frontier S - 4, IBES consensus estimates as of 28 - Apr - 2022. Note: Charts combine standalone projections . 1 2022E - 2024E pro forma Spirit - Frontier Mgmt. revenue CAGR. 2 2022E - 2024E average airline IBES consensus revenue CAGR. Airline set includes JetBlue, Spirit, Frontier, American, Delta, United, Southwest, Alaska, Allegiant, and Hawaiian, Frontier and Spirit Projections are Unreasonably Optimistic EBITDAR Excluding Synergies ($bn) Revenue Excluding Synergies ($bn) Projections Do Not Account for Significant Headwinds X X X X % Delta Mgmt. vs. Consensus Mgmt / Consensus CAGRs 22E - 24E: 22% / 20% 22E - 26E: 19% X $ 0.7 $ 0.4 $ 1.4 $ 1.1 $ 1.8 $ 2.1 $ 2.4 $ 0.6 $ 0.6 $ 1.2 $ 1.1 $ 1.5 $ 1.8 $ 2.2 Mgmt Projections Consensus Mgmt Projections Consensus Mgmt Projections Consensus Mgmt Projections Consensus Mgmt Projections Consensus 2022 2023 2024 2025 2026 Spirit Frontier $ 1.3 $ 1.0 $ 2.6 $ 2.2 2022 2023 30% 18% $ 3.9 $ 4.6 2024 2025 $ 3.3 2026 Mgmt CAGRs 22E - 24E: 57% 22E - 26E: 36%

JetBlue Has High Conviction Around Achieving Regulatory Approval… … and Greater Commitment to Close than the Frontier Transaction JetBlue has a more significant i mpact on legacy fares Preliminary economic analysis shows JetBlue’s presence on a nonstop route decreases legacy fares by ~16%, or 3x as much as ultra - low - cost carriers Ultra - low - cost airlines simply cannot compete with the “JetBlue Effect” in the legacy fare decreases they trigger Both transactions create 5th largest U.S. airline operator Combined JetBlue / Spirit would have market share of 9% 1 Combined Frontier / Spirit would have market share of 8% 1 JetBlue has less overlap with Spirit than Frontier has JetBlue overlaps with Spirit on 48 nonstop routes 2 Frontier overlaps with Spirit on 76 nonstop routes 2 x JetBlue has less overlap in flights, seats, and ASMs with Spirit than Frontier in the metropolitan areas served by both 3 JetBlue offers a strong regulatory commitment and a reverse break - up fee JetBlue ’s proposal includes a commitment to divest assets up to a Material Adverse Effect on Spirit and a $200mm reverse break - up fee Frontier offers no divestiture commitment, despite similar regulatory profile, and could walk away from the merger without any penalty Frontier JetBlue 1 Based on departure seats for full year 2022. 2 Based on Q1 - Q3 2021 DOT data. 3 B ased on scheduled flights / seats / ASMs for 2021 7

8 JetBlue’s brand is superior to Frontier’s because of its enhanced customer service, fair compensation for its Crewmembers, and differentiated business model “JetBlue Effect” has the strongest impact on legacy fares of any other airline on the nonstop routes it flies Customers should not have to choose between price and quality service . JetBlue’s customer service has won the company hundreds of awards since its inception – including the “Travelers’ Choice Award” multiple times Air Line Pilots Association reported that Frontier pilots were the lowest - paid narrow body pilots in America – often 40% 1 under peers; in contrast, JetBlue offers Crewmember compensation in - line with industry standards and provides top notch benefits Women and people of color comprise 46% and 59% of JetBlue Crewmembers, respectively, and the combined airline will carry this ethos forward on a much larger scale 8 1 Air Line Pilots Association, "Profits over Pilots at Frontier Airlines .” JetBlue is a Better Home for Spirit’s Customers, Team Members, and for the Community at Large

Strong Strategic Rationale Creates a Compelling National Low - fare Challenger Accelerates Existing Growth Plan while Complementing Northeast Alliance (NEA) Strategy Significantly Enhances JetBlue’s Long - term Financial Returns 9 Creating Long - Term Value for all JetBlue Stakeholders