July 2, 2022

Frontier Offers $250 Million Reverse Decommissioning Fee If Spirit Merger Is Banned

Frontier Offers $250 Million Reverse Decommissioning Fee If Spirit Merger Is Banned

A Frontier Airlines plane nears a Spirit Airlines plane at Fort Lauderdale-Hollywood International Airport on May 16, 2022 in Fort Lauderdale, Florida.

Joe Riddell | Getty Images

Frontier AirlinesThe parent company said Thursday that it will pay a $250 million reverse disassembly fee to Spirit Airlines If regulators do not agree to the planned combination of the two rival firms for antitrust reasons, an effort aimed at persuading investors to agree to the deal next week as competitors JetBlue Airways He tries to buy Spirit right away.

“The combination of higher reverse termination fees and a significantly greater potential for closing in a Frontier merger provides greater regulatory protection for Spirit shareholders than the deal proposed by JetBlue,” said Mac Gardner, Chairman of Spirit’s board of directors, in a press release.

New York-based JetBlue offered $33 a share, or $3.6 billion in cash to Spirit, in April, higher than the $2.9 billion cash-and-equity deal Spirit and Frontier announced in February.

Spirit’s board of directors rejected JetBlue’s advances, and JetBlue last month submitted a tender offer of $30 per share and urged Spirit shareholders to vote against the deal.

Spirit said a deal with JetBlue would likely not be approved by regulators. JetBlue’s bid includes a $200 million reverse breakup fee if regulators do not approve the takeover.

On Tuesday, Proxy Shareholders Advisory Services advised Spirit shareholders Vote against the border agreementwhich raises concerns about the lack of a reverse termination fee.

Spirit’s shareholder meeting is scheduled for June 10.