Jun 27. When JetBlue upgraded its offer for Spirit Airlines last week, it seemed it might finally have achieved its goal to acquire the carrier. But on June 24, Spirit Airlines announced the signing of a second amendment to its previously announced merger agreement with Frontier and based on the improved terms offered the Spirit board of directors reiterated its unanimous recommendation that Spirit stockholders vote for the merger agreement with Frontier.
Under the terms of the amended agreement, which has been approved by the boards of both airlines: Frontier will increase the per-share cash consideration payable to Spirit stockholders to $4.13 in cash, in addition to the per-share stock consideration of 1.9126 shares of Frontier that Frontier previously agreed to pay Spirit stockholders. Frontier has also agreed that $2.22 per share will be prepaid to Spirit stockholders on a record date to be determined as a cash dividend following approval of the transaction by Spirit stockholders and consistent with all applicable laws, including restrictions under the CARES Act. The $2.22 per share dividend will be funded by Frontier.
Frontier also will increase its reverse termination fee to $350 million to Spirit in the unlikely event the combination is not consummated for antitrust reasons. The number of directors of the combined company to be named by Frontier will increase by one and the number of directors of the combined company to be named by Spirit will decrease by one. The Spirit board said it believes a merger with Frontier is the most financially and strategically compelling path forward for Spirit stockholders and has a greater likelihood of closing.
Source: Insider Travel