Spirit Airlines Terminates Frontier Deal, Eyes New Indigo Pact

TL;DR

Spirit dumped Frontier, now talks with Indigo. Big changes ahead.

AI Summary

Spirit Airlines, Inc. announced on March 1, 2024, the termination of its previously announced agreement with Frontier Group Holdings, Inc. This termination is related to the termination of the merger agreement between Spirit Airlines and Indigo Partners, LLC, which was announced on January 24, 2024. The company also entered into a new agreement with Indigo Partners, LLC.

Why It Matters

This filing signals a significant shift in Spirit Airlines' strategic direction, moving away from a potential merger with Frontier and towards a new arrangement with Indigo Partners, impacting its future growth and market position.

Risk Assessment

Risk Level: medium — The termination of a major agreement and entry into a new one introduces uncertainty regarding Spirit Airlines' future strategy and financial performance.

Key Players & Entities

• Spirit Airlines, Inc. (company) — Registrant
• Frontier Group Holdings, Inc. (company) — Party to terminated agreement
• Indigo Partners, LLC (company) — Party to new agreement
• January 24, 2024 (date) — Date of announcement of termination of merger agreement
• March 1, 2024 (date) — Date of earliest event reported
• March 4, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value SAVE New York Stock Exchange
• $69 million — March 5, 2024, pay or cause to be paid $69 million in cash to Spirit. The Parties agreed

Filing Documents

• save-20240301.htm (8-K) — 29KB
• terminationagreement.htm (EX-10.1`) — 15KB
• a240304pressreleasefinal.htm (EX-99.1) — 4KB
• a240304pressreleasefinal001.jpg (GRAPHIC) — 219KB
• a240304pressreleasefinal002.jpg (GRAPHIC) — 38KB
• terminationagreement001.jpg (GRAPHIC) — 259KB
• terminationagreement002.jpg (GRAPHIC) — 277KB
• terminationagreement003.jpg (GRAPHIC) — 289KB
• terminationagreement004.jpg (GRAPHIC) — 168KB
• terminationagreement005.jpg (GRAPHIC) — 53KB
• terminationagreement006.jpg (GRAPHIC) — 43KB
• 0001498710-24-000124.txt ( ) — 2033KB
• save-20240301.xsd (EX-101.SCH) — 2KB
• save-20240301_lab.xml (EX-101.LAB) — 24KB
• save-20240301_pre.xml (EX-101.PRE) — 12KB
• save-20240301_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2022, Spirit Airlines, Inc. ("Spirit") entered into an Agreement and Plan of Merger on July 28, 2022 (the "Merger Agreement"), with JetBlue Airways Corporation, a Delaware corporation ("JetBlue"), and Sundown Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of JetBlue ("Merger Sub" and, together with Spirit and JetBlue, the "Parties"), pursuant to which and subject to the terms and conditions therein, Merger Sub would be merged with and into Spirit, with Spirit continuing as the surviving entity (the "Merger"). On March 4, 2024, the Parties entered into a Termination Agreement (the "Termination Agreement"), pursuant to which the Merger Agreement was terminated effective immediately. Under the terms of the Termination Agreement, JetBlue will, no later than 5:00 p.m. ET on March 5, 2024, pay or cause to be paid $69 million in cash to Spirit. The Parties agreed to certain non-solicitation and non-disparagement covenants for six months following the date of the Termination Agreement. The Parties also agreed to mutual releases of claims in connection with the Merger Agreement and the Merger. The foregoing description of the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Termination Agreement, which is attached as Exhibit 10.1 and is incorporated herein by reference, and by the terms and conditions of the full text of the Merger Agreement, which was previously filed by Spirit as Exhibit 2.1 to its Current Report on Form 8-K with the SEC on July 28, 2022 which is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On March 4, 2024, Spirit issued a press release announcing the termination of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following is furnished as an exhibit to this report and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act: Exhibit No. Description 10.1 Termination Agreement, dated March 1, 2024, by and among JetBlue Airways Corporation, Sundown Acquisition Corp. and Spirit Airlines, Inc. 99.1 Press Release March 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 4, 2024 SPIRIT AIRLINES, INC. By: /s/ Thomas Canfield Name: Thomas Canfield Title: Senior Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR