by Donald Wood
Last updated: 9:29 AM ET, Mon June 6, 2022
Update: June 6, 2022 at 2:45 p.m. ET
JetBlue Chief Executive Officer Robin Hayes released a letter to Spirit employees who are following the upcoming shareholder vote and JetBlue's proxy campaign. Hayes said the message was released to ensure that Spirit employees are aware of the carrier's commitment to them should a merger move forward.
Hello Spirit Team Members,
It's been a very busy few months in the airline industry, especially for both of our companies. We know this process may be unsettling, and we thought you might like to hear from us directly. We do not want all the conversation about a "hostile" takeover to discourage you about your potential future with JetBlue should we reach an agreement with Spirit.
More than anything, we want you to know that we are genuinely excited about the opportunity to combine with Spirit. We have so much respect for Spirit Team Members and believe we can bring together the best of both airlines to create a new national low-fare carrier to go up against the Big Four - just as JetBlue has been doing for 22 years.
JetBlue has an incredibly strong culture and set of values, and we know you do too. If we have the opportunity to move forward as one company, we plan to offer you the benefits of working for JetBlue:
-We offer higher pay and better benefits than either Spirit or Frontier.
-A combined JetBlue and Spirit will grow and add more well-paying jobs across our network.
-While we are New York's Hometown Airline®, we have deep roots in Central and South Florida and intend to further grow our existing campuses in Orlando and Fort Lauderdale.
-As we said before, we will match retention incentives for all those who have been promised them. We believe it is critical that great talent stays through the transition and pursues long-term careers with JetBlue.
-We are proud to have never furloughed any Crewmembers or sent a WARN Act notice in our 22-year history, and we continue to stand behind our no furlough commitment.
-With our growing network, Crewmember travel benefits can take you from Canada to Peru, and across the pond to London - with more European destinations on the way - all while enjoying our award-winning JetBlue Experience, including our premium experience, Mint.
-Speaking of flying, we are modernizing our fleet to all-Airbus, with incredible new interiors and an order book of A321neos, LRs, XLRs, and A220 aircraft.
Officials from JetBlue Airways announced on Monday they had submitted an improved bid to purchase Spirit Airlines after Frontier Airlines made adjustments to its merger offer last week.
As part of JetBlue's updated proposal, the carrier would offer Spirit shareholders $31.50 per share in cash, which is comprised of $30 per share at deal close and the prepayment of $1.50 per share of the reverse break-up fee.
The $1.50 per share added to the deal would be paid as a cash dividend if Spirit stakeholders vote for the improved bid. JetBlue's previous offer was $30 per share, but Spirit officials still recommended stockholders vote for the Frontier proposal.
In addition to the extra $1.50 per share, JetBlue also raised the reverse break-up fee by $150 million to $350 million, which is payable to Spirit shareholders if the deal falls through due to regulatory reasons.
"We remain fully committed to acquiring Spirit," a JetBlue spokesperson said. "After listening to your stockholders and reaffirming with our Board the significant benefits to all stakeholders of combining JetBlue and Spirit, we are pleased to submit this Improved Proposal, which we believe Spirit stockholders will welcome."
"We urge you to consider our Improved Proposal, which you are permitted to do under the Frontier Agreement and are required to do in the exercise of your fiduciary duties, and negotiate with us in good faith to reach a consensual transaction," the JetBlue spokesperson continued.
JetBlue's improved deal comes after Frontier updated its own proposal to purchase Spirit last week, which included the addition of a $250 million termination fee to provide stockholders with protection to feel more comfortable with the merger agreement.
Spirit CEO Ted Christie said shareholders have shown support for the purchase details with the new protection, and the offer was endorsed by directors of both airlines. Spirit stakeholders are scheduled to vote on June 10 on Frontier's offer, which has the unanimous support of the Spirit board.
In an attempt to block the Spirit-Frontier merger, JetBlue offered a $3.6 billion deal to purchase Spirit, topping the $2.9 billion offered by Frontier. Spirit executives believe the proposal from JetBlue would be blocked by the government, which is already scrutinizing the New York-based carrier's deal with American Airlines.
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