JetBlue Airways: Investor Presentation (pdf, 1.4 MB), link opens in a new window
Unleash a low-cost national challenger
Offer customers a compelling alternative to the “big four” carriers
APRIL 4, 2022
Important information for investors and shareholders
The statements in this presentation contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. , or the Exchange Act, which represent our management’s beliefs and assumptions regarding future events. These statements are intended to qualify for the “safe harbor” inom liability established by the Private Securities Litigation Reform Act of 1995. When used in this document, the words “expects,” “plan”, “anticipate”,
“indicates”, “believes”, “plans”, “guides”, “outlook”, “may”, “will”, “should”, “seeks”, “targets” and similar expressionsn are intended to identify forward-looking statements. Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to us. Actual results may differ materially from those expressed in forward-looking statements due to numerous factors.including, without limitation, those listed in our filings with the United States Securities and Exchange Commission (“SEC”), the matters of whichh we may not be aware of, the coronavirus pandemic, including new and existing variants, the outbreak of any other disease or similar public health threat that affects travel demand or behavior, the outcome of any discussions between JetBlue and Spirit regarding a potential transaction, including the possibility that the parties may not agree to pursue a business combination transaction or that the terms of such transaction may differ materially from those described herein, the conditions for the completion of the potential transaction, including the receipt of any required shareholders and regulatory approvals and, in particular, our expectations regarding the likelihood of receipt of antitrust approvals, JetBlue’s abability to fund the potential transaction and the indebtedness that JetBlue expects to incur in connection with the potential transaction, the possibility that JetBlue may not be able to realize the expected synergies and operational efficiencies within the expected timeframes or not at all and succeedmerging the operations of Spirit with those of JetBlue, and the possibility that such integration will be more difficult, the time– consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruption in employee, customer or supplier relationships) may be greater than expected in as part of the potential transaction. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on such statements. Further information regarding 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. Faced with these risks
and uncertainties, the forward-looking events discussed in this presentation may not occur. Our forward-looking statements speak only as of the date of this presentation or the dates so indicated. We undertake no obligation to update or revise any forward-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 made by JetBlue for a business combination transaction with Spirit. As part of this proposal and subject to future developments, JetBlue (and, if a negotiated transaction is accepted, Spirit) may file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that JetBlue and/or Spirit may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITYHOLDERS OF JETBLUE AND SPIRIT ARE INVITED
READ THE PROXY STATEMENT AND OTHER MATERIALS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE POSSIBLE TRANSACTION. Any definitive proxy statements (if any) will be mailed to Spirit shareholders. Investors and security holders of Spirit and JetBlue will be able to obtain free copies of these documents (if any) and other documents filed with the SEC by JetBlue and Spirit through the website operated by the SEC athttp://www.sec.gov.
Participants in the solicitation
This presentation is not a proxy solicitation or a substitute for any proxy statement or other filings with the SEC. Nevertheless, JetBlue and certain of its directors and officers may be considered participants in any solicitation regarding the proposed transaction under SEC rules. Information regarding the interests of such participants in such proxy solicitation and a description of their direct and indirect interests, by holding securities or otherwise, will be included in any proxy statement and other relevant documents to be filed with the SEC. if and when they become available. These documents can be obtained free of charge as described in the previous paragraph.
No offer or solicitation
This presentation does not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the recording. or qualification under titles. laws of such jurisdiction.
Create a compelling national competitor at a low cost, to the benefit of all stakeholders
All-$33/share cash offer clearly represents a “superior proposition” for Spirit shareholders
Pro-competitive combination because “JetBlue Effect” is more effective in reducing legacy fares
Accelerates JetBlue’s strategic strategy plan, creating more value for all stakeholders of the combined airline
The combined airline would fly under the JetBlue brand, bringing its unique combination of lower fares and great experience to more customers
Provides enhanced career opportunities to the combined crew member base
Presentation of the proposal
JetBlue’s Superior Proposal Offers Value, Financing and Closing Certainty
Sure value: JetBlue will acquire 100% of Spirit for $33 per share in cash, which represents a very attractive premium1 for Spirit shareholders
Funding Security: financing fully committed at signature without unforeseen
Closing Certainty: Closing Commitments Demonstrate Strong Confidence in the Ability to Acquire Spirit
1 Represents a 52% premium to Spirit’s closing price of $21.73 on the 4th-Feb-2022. and 50% premium to Spirit’s closing price of $21.99 on 04-Apr-2022.
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