28 June, 2022

JetBlue ups its offer for Spirt........maybe the 43rd time will work.....

JetBlue ups bid for Spirit….

There is no doubt that JetBlue’s management have set their hearts on getting the most complained about airline in the U.S. as it battles against Frontier. The New York-based airline has upped its bid yet again – seems like this is the 43rd increase in either amount or conditions associated with the take-over deal they’ve done since they first discussed the buyout over a year ago.

There is also no doubt that the JetBlue offer has drastically over-valued Spirit that will cause the firm huge long term issues if they are successful – the axing transatlantic services is on the cards for next year should the deal go ahead cited one staffer at The Brewster.

•          The main changes to the new offer are Increased accelerated prepayment to $2.50 per share, structured as a cash dividend to Spirit shareholders promptly following the Spirit shareholder vote approving the combination between Spirit and JetBlue (subject to CARES Act limitations).

•          Enhanced reverse break-up feeof $400 million payable to Spirit in the unlikely event the transaction is not consummated for antitrust reasons.

•          Addition of a ticking fee mechanism, which would provide shareholders with a monthly prepayment of $0.10 per share between January 2023 and the consummation or termination of the transaction. This represents an estimated aggregate ticking fee of up to $1.80 per share, of which the first $1.15 per share in payments will offset the reverse break-up fee or the merger consideration. Any payments in excess of the $1.15 per share will be incremental to the total purchase price of $33.50 or the reverse break-up fee. This increases the total transaction consideration to up to $34.15 per share in the event the transaction is consummated and total downside protection to $4.30 per share, or approximately $470 million in the aggregate, in the event the transaction is terminated.

“After the Spirit Board’s failure to recognize our decisively superior offer, we’ve discussed our offer directly with Spirit shareholders and are now modifying our proposal in response to shareholders’ expressed interest, to include a monthly payment for shareholders, with the certainty of a significant cash premium at closing,” said Robin Hayes, chief executive officer, JetBlue.

It has been reported locally that JetBlue staff in Fort Lauderdale are unhappy with possible future working patterns that could seem them working seven days in a row if the takeover of Spirt occurs and are consulting with Union representatives, although we’ve not been able to independently verify this. However, if true it would only be the very start of such conversations and negotiations if a deal is completed according to some staff members of JetBlue.




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