No Offer or SolicitationThis communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. Frontier and Spirit also plan to file other relevant documents with the SEC regarding the proposed transaction. Information regarding Spirit's directors and executive officers is contained in Spirit's definitive proxy statement, which was filed with the SEC on March 30, 2022. Words such as "expects," "will," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and other similar expressions are intended to identify forward-looking statements. Their Fit Fleet is one of the youngest and most fuel-efficient in the U.S. Frontier and Spirit undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by applicable law. Frontier and Spirit undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by applicable law. . Stockholders Advised Not to Take Action at This Time. Our Fit Fleet is one of the youngest and most fuel-efficient in the U.S. We serve destinations throughout the U.S., Latin America and the Caribbean and are dedicated to giving back and improving those communities. Certain statements in this communication, including statements concerning Frontier, Spirit, the proposed transactions and other matters, should be considered forward-looking within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Since last summer, our board has been working through a refreshment process to bring on talented new Directors. Ted Christie joined Spirit, the largest Ultra Low Cost Carrier in the United States, Latin America and the Caribbean, in April 2012 as our Senior V ice President and Chief Financial Officer. In January 2017, Mr. Christie was promoted to Executive Vice President and Chief Financial Officer. We are the leader in providing customizable travel options starting with an unbundled fare. Carbon dioxide is released when fossil fuels such as oil, coal or . We are the leader in providing customizable travel options starting with an unbundled fare. Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Debevoise & Plimpton LLP and Paul, Weiss,. Spirit's Board believes JetBlue's proposal falls short of that standard. Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE:SAVE) today announced that its Board of Directors (the "Board"), in consultation with outside financial and legal advisors, has unanimously . About Spirit Airlines: Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. Leadership | Company | Spirit AeroSystems H. McIntyre Gardner Chairman of the Board, Edward M. Christie, IIIChief Executive Officer. Charitable Foundation -Member Board Of Directors. Certain statements in this communication, including statements concerning Frontier, Spirit, the proposed transactions and other matters, should be considered forward-looking within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. We also proposed a substantial reverse termination fee intended to partially compensate Spirit if the transaction failed to win antitrust clearance. Spirit Airlines announced a shakeup on its board of directors that took effect Monday. Spirit Airlines has announced that its Board of Directors, after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer. Board Unanimously Determined JetBlue Proposal Does Not Constitute a 'Superior Proposal', Company Intends to Continue Advancing Toward Completion of Transaction with Frontier Airlines. Move. Words such as "expects," "will," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and other similar expressions are intended to identify forward-looking statements. . Move. Spirit Airlines' board of directors rejects JetBlue's hostile takeover Phone Contacts. Spirit Airlines Board of Directors Urges Stockholders to Reject JetBlue Spirit Airlines Announces New Appointments to Board of Directors This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. Such forward-looking statements are and will be subject to many risks and uncertainties relating to Frontier's and Spirit's operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward looking statements. --Spirit Airlines, Inc. today announced that its Board of Directors, after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer . Mark B. Dunkerley has enjoyed a long and varied career in the commercial airline and aviation industry. He also serves as Vice-Chair of the board of the National Air & Space Museum. Christine P. Richardss career spanned 33 years with FedEx Corporation in various roles, including Executive Vice President, General Counsel and Secretary from 2005 until her retirement from FedEx in 2017. Such forward-looking statements are and will be subject to many risks and uncertainties relating to Frontier's and Spirit's operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward looking statements. During that period, Spirit has also discussed projections with your financial advisers and provided voluminous documentary due diligence material through a secure virtual data room. Spirit Airlines rejects JetBlue buyout bid on antitrust concerns, will Spirit Airlines Announces Amended Merger Agreement McIntyre Gardner. Spirit Airlines Investor inquiries: DeAnne Gabel (954) 447-7920 investorrelations@spirit.com or Okapi Partners LLC Bruce Goldfarb/Jason Alexander (212) 297-0720 info@okapipartners.com Media. Spirit Airlines Board of Directors Reiterates Support for Merger with Frontier Airlines News provided by Spirit Airlines, Inc. May 02, 2022, 07:42 ET Board Unanimously Determined JetBlue. Spirit Airlines directors urge stockholders to reject JetBlue offer The transaction you describe in your April 29 response not only fails to meet the required standard under the Frontier merger agreement but, by prioritizing the NEA over the steps we believe would be necessary to have any realistic likelihood of obtaining antitrust clearance, it imposes on our stockholders a degree of risk that no responsible board would accept. Our pending merger with Frontier is advancing as planned, and we continue to recommend that Spirit stockholders vote FOR the merger with Frontier on June 10th, as we believe the combination of these two ULCCs is the best way to deliver maximum value to Spirit stockholders.". On that score, in the event of a failure or abandonment of a JetBlue-Spirit combination, even a high reverse termination fee will not fully compensate Spirit stockholders for the likely significant business erosion Spirit will face during what will be a protracted approval process. A monthslong effort by Frontier Airlines to acquire Spirit Airlines abruptly ended on Wednesday when the companies called off their proposal, giving new life to a rival bid for . 0. 02/05/2022. Ms. Richards received her Bachelor of Arts in Economics, magna cum laude, from Bucknell University and her law degree from Duke University School of Law. Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Debevoise & Plimpton LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors. Robin Hayes All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. A native of . Commenting on Mr. Fornaros decision to step down from the Board, Mr. Gardner said, Spirit owes a great debt of gratitude to Bob for his vision and leadership over the past five years both as a valued colleague on the Board and as our companys CEO from 2016 through 2018., Mr. Fornaro stated, My years working with the Spirit board and management team have been among the most rewarding of my career. Org Chart Spirit Airlines - The Official Board MIRAMAR, Fla., May 2, 2022 /PRNewswire/ --Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE:SAVE) today announced that its Board of Directors (the "Board"), in consultation with outside financial and legal advisors, has unanimously determined that the unsolicited proposal received from JetBlue Airways ("JetBlue") (NASDAQ: JBLU) does not constitute a 'Superior Proposal' as defined in Spirit's merger agreement with Frontier Group Holdings, Inc. ("Frontier") (NASDAQ: ULCC), parent company of Frontier Airlines, Inc., because it has determined that the proposed transaction is not reasonably capable of being consummated. Director. Spirit Airlines has 2 board of directors, including Mac Gardner. As you know, a "Superior Proposal" under the Frontier agreement must, among other requirements, be "reasonably capable of being consummated." Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. We are the leader in providing customizable travel options starting with an unbundled fare. Our conclusion is based on careful analysis of the competitive implications of a combination of JetBlue, which analysis has been informed by extensive discussions between our respective antitrust advisors and economic consultants over the past four weeks. Frontier has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 in connection with the proposed transaction (which Registration Statement has not yet been declared effective), that included a preliminary Information Statement/Prospectus of Frontier and a preliminary Proxy Statement of Spirit. https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-reiterates-support-for-merger-with-frontier-airlines-301537140.html. Spirit Airlines - Wikipedia Information regarding Frontier's directors and executive officers is contained in Frontier's definitive proxy statement, which was filed with the SEC on April 13, 2022. Chairman of the Board. Frontier and Spirit airlines announce merger worth $6.6 billion : NPR The Registration Statement is not complete and will be further amended. DOJ clearly views the NEA as having a broader national effect and Spirit believes DOJ will not place great weight on your proposed remedy, especially because there are reasons to doubt the efficacy of similar divestitures as a remedy in past airline mergers. "Spirit continues to believe in the strategic rationale of the proposed merger with Frontier and is confident that it represents the best opportunity to maximize long-term shareholder value," said Mac Gardner, Chairman of Board of Directors for Spirit Airlines. Spirit's Board of Directors also issued the following letter to JetBlue. In addition, the conversion of Spirit aircraft to JetBlue configuration will result in significantly diminished capacity on former Spirit routes, also resulting in higher prices for consumers. Director. Spirit Airlines Board of Directors Urges Stockholders to Reject JetBlue We go for you. For its 2020 fiscal year, Spirit AeroSystems Holdings, Inc., listed the following CEO pay ratio data on its annual proxy statement to the SEC. Christine Richards. Spirit does not consider JetBlue's April 29 response to be appropriately responsive to Spirit's concerns. DOJ clearly views the NEA as having a broader national effect and Spirit believes DOJ will not place great weight on your proposed remedy, especially because there are reasons to doubt the efficacy of similar divestitures as a remedy in past airline mergers. Median Employee Pay. This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction.