Jet blue wants us now

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I would imagine the dominos start to fall on frontier and more shareholders vote against it.
Quote: I would imagine the dominos start to fall on frontier and more shareholders vote against it.
we can only hope
And IF it gets voted down on Thursday, does Ted lick his wounds and open a BOD vote for the JBLU offer or does he take his ball and go home?
Quote: Well, Frontier and the board can say all they want, but the investors are starting to speak.

June 28, 2022

The Board of Directors
Spirit Airlines, Inc.
2800 Executive Way #6542
Miramar, FL 33025

Dear Members of the Board,

TIG Advisors, LLC and its affiliates collectively hold approximately 2 million shares of Spirit Airlines, Inc. (NYSE: SAVE) ("Spirit" or the "Company") as of the Company’s Record Date. We are writing to the Board of Directors (the "Board") to share our views on the ongoing sales process involving Frontier Group Holdings, Inc. (NASDAQ: ULCC) ("Frontier") and JetBlue Airways Corp. (NASDAQ: JBLU) ("JetBlue"). We plan to vote "AGAINST" the proposed Frontier transaction.

As the facts stand today, we believe JetBlue’s acquisition proposal is the far superior outcome for Spirit and its shareholders, given its all-cash bid eliminates execution risk and maximizes certainty of value.

JetBlue has made its commitment clear, compensating Spirit shareholders with $470 million in the form of an upfront payment and a ticking fee. And yet, to shareholders’ detriment, the Board has continued to favor a Frontier transaction, recommending shareholders accept a bid that relies entirely on Frontier’s ability to massively improve its stock price while integrating a complex airline merger in a very risky macro environment.

The Board is being rather cavalier to assume that Frontier’s stock will appreciate by 80% to equal the JetBlue offer of $33.50 per share. Worse still, Spirit shareholders have an opportunity more easily participate in an airline recovery without being tied up in the complex Frontier deal scenario.

JetBlue is paying shareholders up to $4.30 per share in cash before the deal even closes, roughly 20% of Spirit’s standalone valuebased on the Company’s stock price before Frontier made its very first bid.

Spirit has relentlessly pressured the market to believe that a JetBlue merger has no chance of receiving antitrust approval. The reality is that both potential transactions face rigorous antitrust reviews, and drawing a conclusion around a regulatory ruling is difficult to predict generally, and even more difficult to predict when the ruling is a year away.

We firmly believe that if, as shareholders, we must wait for a transaction to be consummated following a lengthy regulatory process, we are much better off waiting alongside JetBlue, which is willing to compensate us along the way. The Board’s self-serving actions and failure to accept JetBlue’s $33.50 per share offer is preventing shareholders from receiving superior value.

Regards,

Drew Figdor
Portfolio Manager

Who is TIG Advisors?

TIG Advisors is an investment advisor based in New York City with approximately eight billion in assets, representing a diverse range of investment strategies primarily for institutional investors, including pension funds, life insurance companies and others. Our Firm, founded in 1980, has long held a goal of working constructively with management teams to help identify, surface, and capture value that may not be otherwise apparent to the marketplace.
Sets up a nice basis for future suits against the board if this whole thing goes south. Lets just hope some of the other major stock holders agree.
Quote: And IF it gets voted down on Thursday, does Ted lick his wounds and open a BOD vote for the JBLU offer or does he take his ball and go home?

Teddy will do everything within his power to stop JBLU. Now to see how much power he and the BOD actually have when the shareholders unite against them.


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Quote: And IF it gets voted down on Thursday, does Ted lick his wounds and open a BOD vote for the JBLU offer or does he take his ball and go home?
If “take his ball and go home” means stand-alone NK, I doubt it. It’s merger or bust. I don’t see the shareholders letting NK stand pat after the B6 $33.50 carrot has been dangled.
Quote: If “take his ball and go home” means stand-alone NK, I doubt it. It’s merger or bust. I don’t see the shareholders letting NK stand pat after the B6 $33.50 carrot has been dangled.
I agree, cat is out of the bag. Ted is on the board so if he tries to take his ball, does the rest of the board say “no Ted,” or possibly remove Ted?
Quote: I agree, cat is out of the bag. Ted is on the board so if he tries to take his ball, does the rest of the board say “no Ted,” or possibly remove Ted?
I would imagine. What a gross love triangle… Bye-bye Ted and Franke!
So if the frontier merger is voted down what is the next step to finish off the deal with Jetblue?

do JetBlue now set a date to vote on a acquisition with jetblue since this is a hostile takeover?
Quote: So if the frontier merger is voted down what is the next step to finish off the deal with Jetblue?

do JetBlue now set a date to vote on a acquisition with jetblue since this is a hostile takeover?
Probably depends if they got more than 50% of shares tendered. If so it would be an immediate boot for Ted and the gang. If not the shareholders would probably force Teds hand to open B6 negotiations again.
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