JetBlue Airways announces acquisition of Spirit Airlines

July 28, 2022

The following is a press release from JetBlue Airways:

JetBlue Airways Corporation (“JetBlue”) (NASDAQ: JBLU) and Spirit Airlines, Inc. (“Spirit”) (NYSE: SAVE) today announced that their boards of directors have approved a definitive merger agreement under which JetBlue will acquire Spirit for $33.50 per share in cash, including a prepayment of $2.50 per share in cash payable upon Spirit stockholders’ approval of the transaction and a ticking fee of $0.10 per month starting in January 2023 through closing, for an aggregate fully diluted equity value of $3.8 billion1 and an adjusted enterprise value of $7.6 billion2.

“We are excited to deliver this compelling combination that turbocharges our strategic growth, enabling JetBlue to bring our unique blend of low fares and exceptional service to more customers, on more routes,” said Robin Hayes, chief executive officer, JetBlue.“We look forward to welcoming Spirit’s outstanding Team Members to JetBlue and together creating a customer-centric, fifth-largest carrier in the United States. Spirit and JetBlue will continue to advance our shared goal of disrupting the industry to bring down fares from the Big Four airlines. This combination is an exciting opportunity to diversify and expand our network, add jobs and new possibilities for Crewmembers, and expand our platform for profitable growth.”

“Combining with Spirit will give JetBlue an even larger platform to deliver on our mission to inspire humanity,” said Peter Boneparth, chair of the board, JetBlue. “With the best Crewmembers and Team Members in the industry, our Board and leadership team look forward to building long-term sustainable value for all our stakeholders as an even stronger, more competitive low-fare airline.”

Ted Christie, president and chief executive officer, Spirit, said, “We are thrilled to unite with JetBlue through our improved agreement to create the most compelling national low-fare challenger to the dominant U.S. carriers, and we look forward to working with JetBlue to complete the transaction. Bringing our two airlines together will be a game changer, and we are confident that JetBlue will deliver opportunities for our Guests and Team Members with JetBlue’s unique blend of low fares and award-winning service. We especially appreciate the commitment of our Spirit Family throughout this process. Today’s exciting announcement reflects JetBlue’s admiration for Spirit and a shared belief in what the combined airline can bring for our Guests.”

“We are pleased that the Spirit Board of Directors’ robust and diligent process has delivered additional value to our stockholders,” said Mac Gardner, chairman of the board, Spirit. “This is a compelling combination that provides meaningful protections for stockholders against an adverse regulatory outcome with a significant cash premium that reflects the continued hard work and dedication of the Spirit Family.”

Increases JetBlue’s relevance and offers consumers more choices by leveraging the airlines’ complementary networks and fleets

  • The airline will offer its combined 77 million customers more options and choices.
  • JetBlue plans to bring the JetBlue Experience to all aircraft, offering JetBlue’s unique combination of low fares and award-winning service to more customers.
  • The acquisition will accelerate JetBlue’s organic growth plan with 1,700+ daily flights to more than 125 destinations in 30 countries based on December 2022 schedules.
  • The acquisition will increase relevance for JetBlue in certain key focus cities (Fort Lauderdale, Orlando, San Juan, and Los Angeles) as well as Big Four airline hubs (Las Vegas, Dallas, Houston, Chicago, Detroit, Atlanta, and Miami).
  • The combined airline will have a fleet of 458 aircraft on a pro forma basis and an order book of over 300 Airbus aircraft with fuel-efficient, lower-carbon new engine option, or neo, engines, providing increased flexibility and efficiency while mitigating the risk of limited availability of aircraft.

Brings together the best of both airlines’ cultures and values to create job growth and career opportunities for Crewmembers and Team Members

  • The combined airline will provide more career growth options, broader travel benefits, more opportunities to make a difference in the communities JetBlue and Spirit serve, and a deeper bench of intellectual capital to support the future growth of the airline.
  • The mission-driven, customer-centric airline of more than 34,000 crewmembers will further job growth, including planned insourcing of Spirit’s outsourced operations in cities where JetBlue has its own Crewmembers.
  • JetBlue will expand its no furlough commitment to Spirit’s Team Members as they are welcomed into JetBlue after closing.
  • JetBlue will ensure a smooth transition for Spirit’s corporate Team Members by retaining a Fort Lauderdale support center, in addition to JetBlue’s other support centers.
  • JetBlue is committed to working with labor leaders at both airlines and JetBlue values committee representatives to ensure the combination supports the needs of those that operate the airline.

Delivers significant value to stockholders of both airlines

  • JetBlue will acquire Spirit for $33.50 to up to $34.15 per share in cash, depending on the timing of closing, including 1) an accelerated prepayment of $2.50 per share in cash, payable promptly after Spirit’s stockholders approve the transaction, and 2) a ticking fee prepayment of $0.10 per share per month between January 2023 and the consummation or termination of the transaction.
    • In the event the transaction is consummated on or before December 2023, the transaction consideration will be $33.50 per share, increasing over time to up to $34.15 per share, in the event the transaction is consummated at the outside date in July 2024.
    • The transaction consideration of $33.50 per share implies an aggregate fully diluted equity value of approximately $3.8 billion3 and an adjusted enterprise value of $7.6 billion4.
  • JetBlue expects to achieve $600-700 million in net annual synergies once integration is complete, driven in large part by expanded customer offerings resulting from the greater breadth and depth of the combined network.
  • The combined company is projected to have annual revenues of approximately $11.9 billion based on 2019 revenues. JetBlue expects the transaction to be significantly accretive to earnings per share in the first full year following closing.
  • JetBlue expects to maintain balance sheet flexibility with post-transaction leverage of 3.0-3.5x, well inside historical levels, and to continue its deleveraging trajectory as it captures synergies.

Expands the reach of JetBlue’s sustainability leadership

  • The all-Airbus combined fleet would include new A220s and A320neos, proven to deliver double-digit improvements in fuel and carbon emissions. After closing, JetBlue will leverage the order book for the combined company to accelerate the fleet transition to next generation, fuel-efficient aircraft.
  • JetBlue expects to extend its industry-leading climate commitments to the combined airline, including its target to achieve net zero carbon emissions by 2040, which is ten years ahead of the broader U.S. airline industry’s goal.
  • JetBlue would extend its goal to convert 10% of jet fuel to sustainable aviation fuel (SAF) by 2030 to the combined airline, with plans to introduce regular use of SAF into Spirit’s West Coast operations after closing.

Path to regulatory approval

The completion of the acquisition is subject to customary closing conditions, including receipt of required regulatory approvals and approval of Spirit’s stockholders. The companies expect to conclude the regulatory process and close the transaction no later than the first half of 2024.

“We believe we can uniquely be a solution to the lack of competition in the U.S. airline industry and the continued dominance of the Big Four,” Hayes continued. “By enabling JetBlue to grow faster, we can go head-to-head with the legacies in more places to lower fares and improve service for everyone. Even combined with Spirit, JetBlue will still be significantly smaller than the Big Four, but we’ll be much better positioned to bring the proven JetBlue Effect to many more routes and locations.”

  • The four largest carriers control more than 80% of the market. Creating a low-fare, customer-centric challenger with size and scale is the best opportunity to disrupt legacy carrier pricing in the current landscape.
  • Even as the fifth-largest carrier, JetBlue, with Spirit, would have only 9% market share, compared to 13% for the fourth-largest airline and 23% for the largest carrier. After the combination and with its committed upfront divestitures, the largest seat share a combined JetBlue-Spirit will have in any of its largest metro areas is 40%, compared to the 57-91% share legacy carriers have in their largest metro areas.
  • With its unique combination of everyday low fares and award-winning service, JetBlue has the best track record of disrupting legacy airlines. This has been at the heart of its approach since it first launched in 2000 with all-coach service, as it grew its much-loved brand on the East Coast and the Caribbean/Latin America, with its fresh take on transcontinental travel and premium experience with Mint, and most recently in transatlantic travel as it added flights to London.
  • JetBlue’s acquisition of Spirit will give U.S. travelers the best of both worlds with a hefty boost in competition and choices as JetBlue accelerates its expansion and ultra-low-fare carriers continue to expand rapidly in number and routes.
  • The Northeast Alliance (“NEA”) with American Airlines is accelerating growth of JetBlue’s low-fare service in the Northeast where Delta Air Lines and United Airlines previously had limited competition, and where JetBlue was locked out of future growth in slot-constrained and congested airports. In connection with the agreement, JetBlue has made the upfront commitment to divest Spirit’s holdings at the NEA airports to allow for allocation to other ultra-low-cost carriers.
  • JetBlue has also committed to divesting Spirit assets up to a material adverse effect on the combined JetBlue-Spirit, with a limited carve-out to this divestiture obligation for actions that would be reasonably likely to materially and adversely affect the anticipated benefits under JetBlue’s NEA. In the unlikely event the proposed agreement is not consummated for antitrust reasons, JetBlue will pay (i) Spirit a reverse break-up fee of $70 million and (ii) stockholders of Spirit a reverse break-up fee of $400 million less any amounts paid to stockholders of Spirit prior to termination.

JetBlue and Spirit will continue operating independently until closing

The airlines will continue to operate independently until after the transaction closes and their respective loyalty programs remain unchanged and customer accounts will not be affected in any way.

Following completion of the acquisition, the combined airline will be based in New York and be led by Robin Hayes.

As previously announced, Spirit has terminated its prior merger agreement with Frontier. JetBlue has terminated its previously announced all-cash tender offer to acquire Spirit common stock.

Further information for customers, stockholders, employees and the communities JetBlue and Spirit serve may be found at www.LowFaresGreatService.com.

Advisors

Goldman Sachs & Co. LLC is serving as JetBlue’s financial advisor and Shearman & Sterling LLP is serving as JetBlue’s legal advisor. 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 Spirit’s legal advisors.

About JetBlue

JetBlue is New York’s Hometown Airline®️, and a leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando, and San Juan. JetBlue carries customers to more than 100 cities throughout the United States, Latin America, Caribbean, Canada, and United Kingdom. For more information and the best fares, visit jetblue.com.

About Spirit

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. This allows our Guests to pay only for the options they choose — like bags, seat assignments and refreshments — something we call Á La Smarte. We make it possible for our Guests to venture further and discover more than ever before. 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. Come save with us at spirit.com.

Forward Looking Statements

Certain statements in this press release, including statements concerning JetBlue, Spirit, the proposed transaction and other matters, contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which represent JetBlue management’s beliefs and assumptions concerning future events. These statements are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “expects,” “plans,” “intends,” “anticipates,” “indicates,” “remains,” “believes,” “estimates,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “goals,” “targets” and similar expressions are intended to identify forward-looking statements. 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 JetBlue and Spirit. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including, without limitation, those listed in JetBlue’s and Spirit’s U.S. Securities and Exchange Commission (“SEC”) filings, matters of which JetBlue or Spirit may not be aware, the coronavirus pandemic including new and existing variants, the outbreak of any other disease or similar public health threat that affects travel demand or behavior, the occurrence of any event, change or other circumstances that could give rise to the right of JetBlue or Spirit or both of them to terminate the merger agreement; failure to obtain applicable regulatory or Spirit stockholder approval in a timely manner or otherwise and the potential financial consequences thereof; failure to satisfy other closing conditions to the proposed transactions; failure of the parties to consummate the proposed transaction; JetBlue’s ability to finance the proposed transaction and the indebtedness JetBlue expects to incur in connection with the proposed transaction; the possibility that JetBlue may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate Spirit’s operations with those of JetBlue, and the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the proposed transaction; failure to realize anticipated benefits of the combined operations; demand for the combined company’s services; the growth, change and competitive landscape of the markets in which the combined company participates; expected seasonality trends; diversion of managements’ attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; risks related to investor and rating agency perceptions of each of the parties and their respective business, operations, financial condition and the industry in which they operate; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; ongoing and increase in costs related to IT network security. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Further information concerning these and other factors is contained in JetBlue’s and Spirit’s SEC filings, including but not limited to, JetBlue’s and Spirit’s 2021 Annual Reports on Form 10-K and their Quarterly Reports on Form 10-Q. In light of these risks and uncertainties, the forward-looking events discussed in this press release might not occur. JetBlue’s and Spirit’s forward-looking statements included in this press release speak only as of the date the statements were written or recorded. JetBlue and Spirit undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, changed circumstances, or otherwise.

Additional Important Information and Where to Find It

This communication is being made in respect to the proposed transaction involving JetBlue, Sundown Acquisition Corp., and Spirit. A meeting of the stockholders of Spirit will be announced as promptly as practicable to seek stockholder approval in connection with the proposed transaction. Spirit expects to file with the SEC a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the stockholders of Spirit and will contain important information about the proposed transaction and related matters.

STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE, INCLUDING ALL PROXY MATERIALS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement (if and when available) will be mailed to stockholders of Spirit. Investors and stockholders may obtain a free copy of any proxy statement and (when available) other documents filed by JetBlue and Spirit at the SEC’s web site at https://www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of any proxy statement (when available) and other documents filed by JetBlue and Spirit with the SEC on JetBlue’s Investor Relations website at https://investor.jetblue.com and on Spirit’s Investor Relations website at https://ir.spirit.com.

Participants in the Solicitation

JetBlue and Spirit, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Spirit common stock. Information regarding JetBlue’s directors and executive officers is contained in JetBlue’s Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders filed with the SEC on April 7, 2022, and in JetBlue’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 22, 2022. Information regarding Spirit’s directors and executive officers is contained in Spirit’s Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders filed with the SEC on March 30, 2022. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement and other relevant materials regarding the proposed transaction when they become available. These documents can be obtained free of charge as described in the preceding paragraph.

No Offer Or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

_____________________________
1 Based on total consideration of $33.50 per Spirit share assuming closing in December 2023, and approximately 112.4 million fully diluted shares outstanding, per the merger agreement.
2 Includes adjusted net debt of $3.8 billion including operating leases of $2.0 billion (as of March 31, 2022, based on Spirit’s Q1 2022 10-Q).
3 Based on total consideration of $33.50 per Spirit share assuming closing in December 2023, and approximately 112.4 million fully diluted shares outstanding, per the merger agreement.
4 Includes adjusted net debt of $3.8 billion including operating leases of $2.0 billion (as of March 31, 2022, based on Spirit’s Q1 2022 10-Q).

U.S. airlines lift COVID-19 pandemic mask mandates for domestic travel: Complete list of current rules

April 19, 2022

by Frances Peterson

An airport traveler during the COVID-19 mask mandates (Photo by Anna Shvets)

This article will be updated with any breaking news.

As of April 18, 2022, all major U.S. airlines are no longer requiring face masks for passengers and employees on domestic flights (within the United States). This mask mandate had been set to expire on April 18, 2022. However, the Centers for Disease Control and Prevention wanted to keep the airline mask mandate in place until May 3, 2022, to further study the BA.2 omicron subvariant of COVID-19. The move come after U.S. District Judge Kathryn Kimball Mizelle in Tampa, Florida, ruled that the federal mask mandate exceeded the authority of the CDC, and the Joe Biden administration agreed with the ruling. Late in the day on April 18, 2022, U.S. airlines began announcing that their mask requirements were now lifted.

Because of the COVD-19 pandemic, U.S. airlines began requiring face masks for all passengers and employees in May 2020. (People were allowed not to wear masks while eating and drinking.) The mask requirement became a federal mandate in January 2021, and it affected U.S. airlines that are under the jurisdiction of the Federal Aviation Administration. The airlines had been pushing for a lift of mask requirements due to a reported massive increase in physical altercations, harassment and verbal abuse that airline employees experienced from passengers who do not want to wear face masks. Even though the mask mandate has been lifted, airline passengers and employees have the option to war face masks if they choose to do so.

It’s important to remember that the liftings of mask restrictions listed above apply to U.S.-based airlines for flights traveling within the United States. Airlines based outside the U.S. and airplane flights outside the U.S. might have different policies. In addition, policies for wearing masks might vary for international airports outside of the United States. If you are traveling outside the U.S., find out the mask policies for the airline and airport before you go to the airport.

Here statements from each of the major U.S.-based airlines, as of April 19, 2022:

ALASKA AIRLINES

Face masks have been like boarding passes for nearly two years — you couldn’t fly without one. But, as of today, masks are optional in airports and onboard aircraft, effective immediately. 

Due to a judicial decision in our federal court system, the mask mandate has been overturned, which means our guests and employees have the option to wear a mask while traveling in the U.S. and at work.

Note: Guests must continue to wear masks on flights both to and from Canada. Masks must still be worn in airports within Canada and Mexico.

Safety is always our highest priority, so while we love to see your smiling faces in the airport and on board, we respect your decision to keep using this added layer of protection. Above all, we hope you’ll treat each other with kindness and respect throughout the travel journey and beyond. 

It has been a long 24 months with nearly constant change. I could not be prouder of our frontline employees who have handled every pivot focusing on safety and the care we’re known for,” said Max Tidwell, VP of safety & security at Alaska Airlines. “We’re also thankful for our guests who remained considerate, patient and stood by us throughout every twist and turn.” 

Even as more pandemic protocols and policies ease, our team will remain vigilant and prepared for whatever may come next. Safety remains our top priority. And while we sincerely hope most of these challenges are in our rear-view mirror, we are confident we will be ready to respond if faced with another COVID wave or even a new virus. 

What happens to guests who were banned because of not following our previous mask policy? Throughout the last two years, we have relied on reporting from agents and flight attendants to ban noncompliant guests from traveling while the federal mask policy remained in effect. Based on our reports, we will have some guests whose behavior was particularly egregious who will remain banned, even after the mask policy is rescinded.  

As always, we will continue to hold safety as our highest value. Thank you again to our loyal guests and team of 22,000 people who came together over the last two years to do the right thing and take care of one another. We’ve proven we can do anything together.  

AMERICAN AIRLINES

American Airlines has prioritized the health and safety of its team members and customers throughout the pandemic and has supported the federal government’s measures to slow the spread of COVID-19. In accordance with the Transportation Security Administration no longer enforcing the federal face mask mandate, face masks will no longer be required for our customers and team members at U.S. airports and on domestic flights. Please note face masks may still be required based on local ordinances, or when traveling to/from certain international locations based on country requirements. In keeping with our commitment to creating a welcoming environment for everyone who travels with us, customers and team members may choose to continue to wear masks at their own discretion. We are deeply grateful to our team members for their enforcement of the mandate, and will share more information about this transition in the coming days.

BREEZE AIRWAYS

Facemasks are no longer required on Breeze flights for both Guests and Team Members.
Please be kind and respectful of individual choices, and remember that wearing a mask while flying on Breeze is still an option.

DELTA AIRLINES

Following the ruling of a U.S. district court judge on Monday, the Biden administration announced that the Transportation Security Administration will no longer enforce the federal mandate requiring masks in all U.S. airports and on board aircraft. Effective immediately, masks are optional for all airport employees, crew members and customers inside U.S. airports and on board all aircraft domestically, as well as on most international flights.

Delta employees and customers may continue wearing masks if they so choose. Wearing a well-fitting mask –  such as a KN95 – protects the wearer, even if others around them are not wearing masks, according to our Chief Health Officer Dr. Henry Ting.

Given the unexpected nature of this announcement, please be aware that customers, airline employees and federal agency employees, such as TSA, may be receiving this information at different times. You may experience inconsistent enforcement during the next 24 hours as this news is more broadly communicated – remember to show understanding and patience with others who may not be aware enforcement is no longer required. Communications to customers and in-airport signage and announcements will be updated to share that masking is now optional – this may take a short period of time.

Local mask mandates in other countries may still be in effect. Additional updates will be provided as new information becomes available.

We are relieved to see the U.S. mask mandate lift to facilitate global travel as COVID-19 transitions to a more manageable respiratory virus – with better treatments, vaccines and other scientific measures to prevent serious illness. Thank you for your support in complying with the federal mask mandate and keeping each other safe during the pandemic.

FRONTIER AIRLINES

To mask or not to mask, the choice is yours. Masks are now optional on domestic flights, however, certain airports or countries may still require masks, so check the policy at your destination prior to departure and we’ll see you in the sky.

HAWAIIAN AIRLINES

In alignment with TSA’s Security Directive, face masks are optional for our guests and employees onboard Hawaiian Airlines flights. We advise travelers to stay informed and follow mask requirements that may remain in effect at their origin or arrival airports. Guests who wish to continue wearing face masks are welcome to do so. We appreciate your patience and understanding as we update our communications and announcements to reflect this change.

JETBLUE AIRWAYS

In line with Monday’s federal court ruling and the Transportation Security Administration’s guidance, mask wearing will now be optional on JetBlue. While no longer required, customers and crewmembers are welcome to continue wearing masks in our terminals and on board our aircraft.

Regardless of the U.S. rule change, customers and crew members who are traveling internationally should always have a mask with them in case they continue to be required at their destination. 

We are working to proactively share this update with our customers and crewmembers, so please be patient as we update our communications.   

SOUTHWEST AIRLINES

On Monday, a federal judge issued a decision stating the federal mask mandate for public transportation, including on airlines and at airports, is no longer in effect. Thereafter, the White House announced the masking order is not in effect, and the Transportation Security Administration (TSA) will not enforce the federal mask mandate at this time.

As a result of this development, effective immediately, Southwest Employees and Customers will be able to choose whether they would like to wear a mask on flights, at domestic ​airports, and at some international locations. We encourage individuals to make the best decision to support their personal wellbeing. Additionally, Southwest will continue supporting the comfort of those who travel with us by offering additional layers of protection, including sophisticated cabin air ventilation systems onboard our aircraft which incorporate HEPA air filtration that removes at least 99.97% of airborne particles.

We appreciate the cooperation and compliance efforts of our Customers and Employees as policies have evolved. We’ll continue to monitor public health guidance, and federal requirements, while always keeping safety as our uncompromising priority. 

For additional information, we also invite you to contact Airlines for America, our trade association, for an industry perspective on this development.

SPIRIT AIRLINES

 Face masks are now optional for Spirit Team Members and Guests onboard our flights following the federal court ruling and TSA guidance.

We understand some Guests may want to continue wearing face coverings on flights, and that’s perfectly fine under our optional policy. For our Guests traveling internationally, please remember to check country-specific airport requirements before traveling.

SUN COUNTRY AIRLINES

Thank you Sun Country guests for your patience and for masking up. Effective immediately, wearing a mask on Sun Country flights is optional for our passengers and employees. We look forward to seeing your smiles on board and encourage kindness and respect for those who continue to mask.

UNITED AIRLINES

Masks are no longer required on domestic flights, select international flights (dependent upon the arrival country’s requirements) or at U.S. airports. More comfortable keeping yours on? Go right ahead… the choice is yours.

While this means that our employees are no longer required to wear a mask—and no longer have to enforce a mask requirement for most of the flying public—they will be able to wear masks if they choose to do so, as the CDC continues to strongly recommend wearing a mask on public transit. We will continue to closely monitor the situation in the event of changes.

Spirit Airlines and Frontier Airlines announce merger

February 7, 2022

(Image courtesy of Spirit Airlines)

The following are excerpts from a Spirit Airlines press release:

Today we announced that Spirit and Frontier have signed a definitive merger agreement under which we plan to combine to bring more ultra-low fares to more travelers in more destinations across the United States, Latin America and the Caribbean.* We are excited about this combination and believe it will have tremendous benefits for consumers, Team Members, and shareholders.

COVID-19
Since its initial onset in early 2020, the impact of the COVID-19 pandemic has evolved and continues to be fluid. Therefore, the Company’s financial and operational outlook remains subject to change. The Company continues to monitor the impact of the pandemic on its operations and financial condition, and to adjust its mitigation and operational strategies accordingly. Spirit has implemented measures for the safety of its Guests and Team Members as well as to mitigate the impact of COVID-19 on its financial position and operations. Please see the Company’s Annual Report on Form 10-K for the period ending December 31, 2021 for additional disclosures regarding these measures.

The Company believes that providing analysis of financial and operational performance compared to fourth quarter 2019 is a more relevant measure of performance due to the severe impacts from the COVID-19 pandemic on our financial results and operational performance for 2020.

Fourth Quarter 2021 Results
Adjusted EBITDA for the fourth quarter 2021 was $14.9 million. The Company had an unusual number of operational disruptions and flight cancellations during the peak December 2021 holiday period, due to staffing shortages as a result of the rapid spread of the Omicron variant. The irregular operations during the peak December 2021 holiday period negatively impacted fourth quarter 2021 Adjusted EBITDA by approximately $30 million, primarily due to additional passenger re-accommodation expenses and higher labor expenses, partially offset by lower fuel expense and landing fees. Despite this impact, Adjusted EBITDA margin for the fourth quarter 2021 was 1.5 percent, better than the Company’s initial expectations of flat to negative 5 percent. 

Forward Looking Guidance
Given the merger transaction announced today, the Company is not providing guidance at this time.

Full Year 2021 Highlights

Our People

  • In 2021, Spirit maintained its focus on building an engaged workforce, while navigating COVID-19’s impact on its Team Members and a tightening labor market. The Company grew its workforce to 10,287 Team Members to support its growing organization, had the honor to be named as one of FORTUNE’s Most Admired Companies, and received Glassdoor’s OpenCompany designation, which recognizes employers that proactively promote and embrace workplace transparency
  • Spirit launched a comprehensive Diversity, Inclusion, Equity and Belonging strategy in 2021, to drive meaningful change within the organization and the communities it serves. This includes employee resource groups (ERGs) organized by Team Members in order to ensure they all have a voice in paving our path; providing education to increase awareness of systemic inequities and to reduce bias; and a new Supplier Diversity program around a network of minority-owned business partners and diverse suppliers

Recognitions and Accomplishments

  • Spirit was one of only three U.S. airlines listed on FORTUNE’s 2021 list of World’s Most Admired® Companies
  • Spirit was awarded Platinum status by the Airline Passenger Experience Association (APEX) Health Safety initiative powered by SimpliFlying for the airline’s efforts in ensuring the highest standards of cleanliness and sanitization. The rating was the highest of any low-fare carrier in the world, and the certification recognizes Spirit for going above and beyond the required and truly investing in health and safety for Guests and Team Members
  • Spirit was recognized by Forbes as one of America’s best companies for diversity, equity and inclusion. Forbes’ fourth annual list of America’s Best Employers For Diversity ranks the 500 employers that boast the most diverse boards and executive ranks, as well as the most proactive diversity and inclusion initiatives
  • Spirit received two prestigious awards for its Self-Bag Drop and Biometric technology: The Company was a Gold Stevie winner from the Transportation category of the American Business Awards® program, and was named Best Airport Innovation in the APEX/IFSA Awards
  • For the fourth year in a row, Spirit has achieved the FAA’s highest award for Technical Training, the Diamond Award of Excellence. This award is only achieved if 100% of technicians receive the FAA’s Aircraft Maintenance Technician (“AMT”) Certificate of Training.

Supporting our Communities

  • Spirit is committed to inspiring positive change in the communities it serves, supporting local nonprofit organizations throughout its network via in-kind donations and Team Member volunteerism
  • Alongside the Company’s efforts, the Spirit Airlines Charitable Foundation invested over $500,000 in non-profit organizations that have meaningful social impact on the lives of children and families, service members and the environment

Environmental, Social, Governance

  • Spirit issued its inaugural 2020 Sustainability Report, showcasing results of the airline’s longstanding commitment to meaningful advancements in environmental sustainability, Guest and community service, Team Member support, and governance. Despite the global impact of COVID-19, Spirit remained dedicated to integrating environmental, social, and governance (“ESG”) practices into its business. The report highlights Spirit’s plans for continued progress in broadening ESG initiatives and improving communities and society at large. The Company’s 2020 Sustainability report is available at ir.spirit.com

Guest Experience and Loyalty

  • Spirit launched a new Free Spirit® loyalty program in 2021—which offers the fastest way to earn rewards and status—alongside the new Spirit Saver$ Club®. Spirit also unveiled a pair of new credit cards with benefits that make every aspect of the new Free Spirit fly faster and further. The new Free Spirit is built around points because rewards will be based on dollars spent instead of miles flown. Members can earn points on every booking, every bag and every Big Front Seat®—plus all kinds of purchases on the new Free Spirit credit cards
  • Spirit continued its progress on Wi-Fi antennae installations with more than 100 aircraft completed in 2021. As of year-end, the Company was conducting initial Wi-Fi testing on a limited number of planes. Guests onboard these flights were able to access the Wi-Fi service at a reduced rate during this temporary trial period.

*July 27, 2022 UPDATE: Spirit Airlines and Frontier Airlines have called off their merger. JetBlue Airways is expected to purchase Spirit Airlines.

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