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Spirit Backs off Merger Vote for Second Time

After receiving two amended merger offers, Spirit Airlines opened and immediately adjourned the scheduled shareholder meeting to allow extra time to evaluate each opportunity.
For the second time, Spirit Airlines is pushing back the date for shareholders to approve or deny their proposed merger with Frontier Airlines.


Hours before the special meeting was set to begin, Spirit leadership announced their intention to open the meeting, followed by immediately adjourning the meeting until July 8, 2022, at 11:00 a.m. Eastern Time.


JetBlue Celebrates Adjournment, While Spirit Appears to Still Favor Frontier Merger

The move to adjourn the meeting comes as both Frontier and JetBlue amended their offers to appeal to Spirit shareholders. Both offers include an increased reverse breakup fee, as well as cash considerations to shareholders.


After the announcement, JetBlue celebrated the move as a win for their proposal. The New York-based airline has pursued Spirit since their announcement to combine with Frontier, saying their bids represent a “superior offer” to Frontier’s opportunity and going so far as to send a letter to shareholders the night before the special meeting.


“It’s clear that Spirit shareholders have now handed the Spirit Board an undeniable mandate to reach an agreement with JetBlue,” JetBlue wrote in a press release. “The Spirit Board has so far not walked away from the Frontier transaction and we continue to strongly recommend that Spirit shareholders let the Spirit Board know that preventing their shareholders from receiving the superior value JetBlue has proposed is unacceptable, by voting AGAINST the Frontier transaction.”


Spirit’s special shareholder meeting was set to vote solely on the Frontier proposal, meaning a vote against would not necessarily turn into a “Yes” vote for JetBlue’s proposal. With the meeting now adjourned for just over a week, it is unclear if Spirit will forward both offers to their shareholders.


Despite Merger Offers, Legal Hurdles Remain with Either Option

Even though Spirit has two proposals to evaluate, accepting either one would need to clear evaluation from federal and possibly state regulators. JetBlue and partner American Airlines are currently embroiled in a federal lawsuit over their Northeast Alliance, while the Colorado Attorney General has previously asked for a U.S. Department of Transportation evaluation of Frontier’s refund policy.