SPIRIT AIRLINES, INC

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SPIRIT AIRLINES, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

08/31/2022 | 09:42am

Item 7.01 Regulation FD Disclosure



On August 31, 2022 Ted Christie, President and CEO of Spirit Airlines, Inc., and
Robin Hayes, CEO of JetBlue Airways Corporation, shared messages attached hereto
as Exhibit 99.1 with Spirit Team Members. Exhibit 99.1 is furnished as an
exhibit to this report and shall not be deemed "filed" for purposes of Section
18 of the Exchange Act.



Important Additional Information Will be Filed with the SEC



This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. This
communication may be deemed to be solicitation material in respect of the
proposed merger between JetBlue and Spirit. In connection with the proposed
transaction, Spirit intends to file with the SEC a proxy statement. JetBlue and
Spirit also plan to file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED BY JETBLUE OR SPIRIT WITH THE SEC IN THEIR
ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT JETBLUE, SPIRIT, THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and stockholders will be able to obtain free copies
of the proxy statement (when available) and other documents filed with the SEC
by JetBlue and Spirit through the website maintained by the SEC at www.sec.gov.
In addition, investors and stockholders will be able to obtain free copies of
the proxy statement (when available) and other documents filed with the SEC by
JetBlue and Spirit on JetBlue's Investor Relations website at
http://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 in
respect of the proposed transaction. Information regarding JetBlue's directors
and executive officers is contained in JetBlue's definitive proxy statement,
which was 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, which was filed with the
SEC on February 22, 2022. Information regarding Spirit's directors and executive
officers is contained in Spirit's definitive proxy statement, which was 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.



Cautionary Statement Regarding Forward-Looking Information



Certain statements in this communication, including statements concerning
JetBlue and Spirit, the proposed transaction and other matters, should be
considered forward-looking within the meaning of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
based on JetBlue's and Spirit's current expectations and beliefs with respect to
certain current and future events and anticipated financial and operating
performance. Such forward-looking statements are and will be subject to many
risks and uncertainties relating to JetBlue's and Spirit's operations and
business environment that may cause actual results to differ materially from any
future results expressed or implied in such forward looking statements. Words
such as "expects," "will," "plans," "intends," "anticipates," "indicates,"
"remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals,"
"targets" and other 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. All
forward-looking statements in this communication are based upon information
available to JetBlue and Spirit on the date of this communication. JetBlue and
Spirit undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events, changed
circumstances, or otherwise, except as required by applicable law. All written
and oral forward-looking statements concerning the proposed transaction or other
matters addressed in this communication and attributable to JetBlue, Spirit or
any person acting on their behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this communication.



Actual results could differ materially from these forward-looking statements due
to numerous factors including, without limitation, the following: the occurrence
of any event, change or other circumstances that could give rise to the right of
one or both of the parties to terminate the JetBlue 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 transaction; failure of the
parties to consummate the transaction; JetBlue's ability to finance the
transaction and the indebtedness JetBlue expects to incur in connection with the
transaction; the possibility that JetBlue may be unable to achieve expected
synergies and operating efficiencies within the expected timeframes or at all;
risks that JetBlue



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will not 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
disruptions in relationships with employees, customers or suppliers) may be
greater than expected in connection with the 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; that the COVID-19 pandemic will continue to impact the businesses
of the companies; ongoing and increase in costs related to IT network security;
and other risks and uncertainties set forth from time to time under the sections
captioned "Risk Factors" in JetBlue's and Spirit's reports and other documents
filed with the SEC from time to time, including their Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q.



Item 9.01 Financial Statements and Exhibits.




(d) Exhibits


Exhibit Description
Number

99.1 Team Member messages August 31, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)







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