New York-based JetBlue said late Tuesday that it has offered to buy Spirit Airlines for $3.6 billion under what it called a “superior proposal” to Spirit’s previous merger agreement with Frontier Airlines. JetBlue’s offer of $33 per share in cash represents a premium of some 50 percent on Spirit’s stock price on April 4 and a higher monetary value than the cash and stock offer from Frontier. Spirit and Frontier on February 7 agreed to merge but didn’t expect the deal to close until the second half of the year. Under JetBlue's proposal, the combined company would maintain the JetBlue brand and continue to base its headquarters in New York City.
In a statement, JetBlue said the combination would provide job growth and opportunities for crewmembers, a “strengthened commitment” to New York and Florida, and an “expanded reach of JetBlue’s sustainability efforts.” JetBlue said it plans to hire 5,000 employees in the New York-New Jersey region this year.
Nevertheless, the deal appears likely to face considerable antitrust scrutiny given JetBlue’s ongoing fight with the Department of Justice (DOJ), which filed suit against the company for last year’s agreement with American Airlines called the Northeast Alliance (NEA). According to the DOJ, the series of agreements would result in the consolidation of the two airlines in New York and Boston, eliminating with the department called important competition in those cities and decreasing JetBlue’s incentive to compete with American elsewhere.
JetBlue in December said the NEA allowed it to announce plans for nine all-new destinations and 32 new routes. By the end of the year, JetBlue and American had added 63 new routes to their schedules, including 19 international flights scheduled for launch this year and increased frequencies on more than 130 routes.
In the New York area alone, JetBlue plans to expand from 200 to nearly 300 daily flights at JFK, LaGuardia, and Newark airports this year. JetBlue’s expanded presence is already significantly benefitting the community, with plans to hire 5,000 new crewmembers in the New York-New Jersey region this year
“When we grow and introduce our unique value proposition onto new routes, legacy carriers lower their fares and customers win with more choice,” said JetBlue CEO Robin Hayes. “The combination of JetBlue and Spirit—coupled with the incredible benefits of our Northeast Alliance with American Airlines—would be a game-changer.”
The combination of JetBlue and Spirit would create the fifth largest airline in the U.S., positioning it as an alternative to the dominant “big four” airlines. In the 22 years since JetBlue’s launch in New York, airline mergers have resulted in the four largest U.S. carriers controlling more than 80 percent of the domestic market, argues JetBlue.
“While JetBlue and Spirit are different in many ways, we also have much in common, including a focus on keeping our costs low so we can profitably expand and offer an attractive alternative to the dominant ‘Big Four’ airlines,” said Hayes. “We would conduct a full review of Spirit’s product offering, operational and customer technology, and talent pool to optimize the combined airline.”
JetBlue said the proposed transaction would deliver $600 million to $700 million in net annual synergies upon the completion of the integration, resulting largely from the greater scale of the network. The airline expects the combined company would generate annual revenues of some $11.9 billion based on 2019 revenues.
“Given its conviction in securing the necessary regulatory approvals, JetBlue is highly confident that its proposed transaction would be completed on a timely basis and on a timeframe generally consistent with the pending transaction with Frontier,” said JetBlue in its statement. “JetBlue’s proposal contemplates that the definitive agreement for the proposed transaction would contain contractual commitments designed to address any regulatory concern, including…a ‘reverse break-up fee’ that would become payable to Spirit in the unlikely event the proposed transaction is not consummated for antitrust reasons. These terms represent a meaningful improvement compared to the terms contemplated in the pending transaction with Frontier.”