JetBlue (NASDAQ: JBLU) again attempted to sweeten the deal to buy the airline in a letter to Spirit’s (NYSE: SAVE) board of directors on Monday. JetBlue is offering $31.50 per share in cash, which combines a $30 upfront deal fee and a $1.50 pre-payment from a raised break-up fee. An increase from the previous $30 per share offer, JetBlue continues to make its case that its offer to buy Spirit instead of Frontier (NASDAQ: ULCC) is a ‘superior proposal.’
In the statement, JetBlue CEO Robin Hayes said, “The key features of our improved proposal—the up-front cash payment and increased reverse break-up fee—reflect the seriousness of our commitment and underscore our confidence in completing this transaction.”
JetBlue has argued that Spirit’s board of directors has not done its due diligence in reviewing the JetBlue offer, nor has it proposed it thoroughly to Spirit shareholders. However, Spirit has maintained that the regulatory hurdles that JetBlue would have to overcome to close the deal would make it untenable, due to potential antitrust scrutiny.
JetBlue raised its reverse break-up fee to $350 million—an extra $150 million—to Spirit shareholders if that deal fell through. That’s $100 million more in break-up fees than what Frontier said it would be willing to commit. In his statement, Hayes charges that Frontier only improved its offer after it seemed that Spirit’s shareholders might have voted against it.
“Clearly, Frontier only agreed to provide a reverse break-up fee and divestiture commitments because it was clear that your stockholders would vote down the inferior Frontier transaction,” Hayes said. JetBlue’s latest push comes just ahead of the now closely watched shareholder vote on the Frontier offer on June 10.
JetBlue also released a separate statement and video directly to Spirit team members in which Hayes said if the deal closed, “we will warmly welcome Spirit’s 10,000-plus team members into JetBlue if given the opportunity.” He also listed a series of benefits that JetBlue would commit to, including “more jobs, better pay, no furlough policy, and career development.”
Following JetBlue’s update, the Spirit board of directors acknowledged the proposal, and said they would work with their advisors to evaluate it in the best interests of shareholders.
