JetBlue Terminates Spirit Airlines Acquisition Deal

TL;DR

JetBlue officially walks away from the Spirit Airlines deal.

AI Summary

JetBlue Airways Corp. announced on March 1, 2024, the termination of its material definitive agreement with Spirit Airlines, Inc. This termination is related to the previous agreement where JetBlue intended to acquire Spirit Airlines. The filing also indicates other items such as Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This termination signifies the end of JetBlue's attempt to acquire Spirit Airlines, which could impact competition and pricing in the airline industry.

Risk Assessment

Risk Level: medium — The termination of a major acquisition agreement can introduce uncertainty and potential legal or financial repercussions for JetBlue.

Key Players & Entities

• JetBlue Airways Corp. (company) — Registrant
• Spirit Airlines, Inc. (company) — Party to terminated agreement
• March 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value JBLU The NASDAQ Stock Market
• $69 million — Agreement, JetBlue agreed to pay Spirit $69 million in cash on March 5, 2024. The Parties a

Filing Documents

• jblu-20240301.htm (8-K) — 39KB
• ex101-terminationagreement.htm (EX-10.1) — 37KB
• ex991-pressreleaseofjetblu.htm (EX-99.1) — 14KB
• jblu-20240301_g1.jpg (GRAPHIC) — 86KB
• 0001158463-24-000010.txt ( ) — 429KB
• jblu-20240301.xsd (EX-101.SCH) — 2KB
• jblu-20240301_lab.xml (EX-101.LAB) — 24KB
• jblu-20240301_pre.xml (EX-101.PRE) — 12KB
• jblu-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, on July 28, 2022, JetBlue Airways Corporation, ("JetBlue"), Sundown Acquisition Corp., a direct wholly owned subsidiary of JetBlue ("Merger Sub") and Spirit Airlines, Inc. ("Spirit" and, together with JetBlue and Merger Sub, the "Parties") entered into an Agreement and Plan of Merger (the "Merger Agreement"), 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 corporation. On March 1, 2024, the Parties entered into a Termination Agreement (the "Termination Agreement"), pursuant to which the Parties agreed that the Merger Agreement, including all schedules and exhibits thereto, was terminated, effective immediately, subject to limited exceptions related to JetBlue's previously agreed indemnification obligations. Pursuant to the Termination Agreement, JetBlue agreed to pay Spirit $69 million in cash on March 5, 2024. The Parties also agreed to release each other from claims, demands, damages, actions, causes of action and liability relating to or arising out of the Merger Agreement and the transactions contemplated therein or thereby. The foregoing descriptions of the Merger Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which was filed as an exhibit to JetBlue's Current Report on Form 8-K filed on July 28, 2022, and the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 4, 2024, JetBlue issued a press release announcing the termination of the Merger Agreement and the entry into the Termination Agreement. A copy of the press release is furnished herewith as Exhibit 99.1. The information included under this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this Current Report on Form 8-K are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "may," "will," "should," "seeks," "goals," "targets" or the negative of these terms or other similar expressions. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured. 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 the forward-looking statements due to many factors, including, without limitation, the risk associated with the execution of our strategic operating plans in the near-term and long-term; our extremely competitive industry; risks related to the long-term nature of our fleet order book; volatility in fuel prices and availability of fuel; increased maintenance costs associated with fleet age; costs associated with salaries, wages and benefits; risks associated with a potential material reduction in the rate of interchange reimbursement fees; risks associated with doing business internationally; our reliance on high

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number 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 of JetBlue, dated March 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JETBLUE AIRWAYS CORPORATION (Registrant) Date: March 4, 2024 By: /s/ Brandon Nelson Brandon Nelson General Counsel and Corporate Secretary

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View this 8-K filing on SEC EDGAR