JetBlue will acquire Spirit Airlines under a definitive merger agreement approved by the companies’ respective boards Thursday, just hours after Spirit announced it had terminated a previous agreement with Frontier Airlines. The $3.8 billion deal comes after multiple rounds of sparring between JetBlue and Frontier Airlines over a Spirit takeover, consummating with Spirit’s acceptance of JetBlue’s offer of between $33.50 and $34.15 per share in cash, depending on the timing of closing.
JetBlue said it expects to achieve between $600 million and $700 million in net annual synergies once the sides complete the integration. It projects that the combined company will generate annual revenues of some $11.9 billion.
“We are excited to deliver this compelling combination that turbocharges our strategic growth, enabling JetBlue to bring our unique blend of low fares and exceptional service to more customers, on more routes,” said JetBlue CEO Robin Hayes. “This combination is an exciting opportunity to diversify and expand our network, add jobs and new possibilities for crewmembers, and expand our platform for profitable growth.”
The merger will create the fifth-largest carrier in the U.S., resulting in a fleet consisting of 458 aircraft and an order book of more than 300 Airbus A220 and A320neo-family narrowbodies.
“We are thrilled to unite with JetBlue through our improved agreement to create the most compelling national low-fare challenger to the dominant U.S. carriers, and we look forward to working with JetBlue to complete the transaction,” said Spirit CEO Ted Christie.
The deal comes about three months after Spirit rejected JetBlue’s first competing acquisition offer. At the time, it said the proposed transaction represented “an unacceptable level of closing risk” to its stockholders. On May 16 JetBlue said it had filed a “Vote No” proxy statement urging Spirit Airlines shareholders to vote against the planned Spirit-Frontier Airlines merger, signaling the launch of a hostile takeover bid.
Despite the apparent premium the JetBlue offer represented, Spirit again said that deal would likely have faced considerable antitrust scrutiny given JetBlue’s ongoing fight with the Department of Justice (DOJ), which filed suit against the company for last year’s Northeast Alliance (NEA) agreement. According to the DOJ, the series of agreements would result in the consolidation of the two airlines in New York and Boston, eliminating what the department called important competition in those cities and decreasing JetBlue’s incentive to compete with American Airlines elsewhere.
To address those concerns, JetBlue has committed to divesting Spirit’s holdings at the NEA airports to allow for allocation to other ultra-low-cost carriers. In the event regulators do not approve the proposed agreement for antitrust reasons, JetBlue said it would pay Spirit a reverse break-up fee of $70 million.
The companies expect to conclude the regulatory process and close the transaction no later than the first half of 2024.
“We believe we can uniquely be a solution to the lack of competition in the U.S. airline industry and the continued dominance of the Big Four,” Hayes added. “By enabling JetBlue to grow faster, we can go head-to-head with the legacies in more places to lower fares and improve service for everyone. Even combined with Spirit, JetBlue will still be significantly smaller than the Big Four, but we’ll be much better positioned to bring the proven JetBlue effect to many more routes and locations.”
