Spirit Airlines on Monday rebuffed an acquisition offer from JetBlue Airways, saying regulators were unlikely to approve the proposal.
In a letter to JetBlue, Spirit executives said they had determined that JetBlue’s acquisition offer, which was updated on Friday, would be unlikely to secure regulatory approval as long as that airline’s recently announced partnership with American Airlines was in effect. The Justice Department and several states have sued to block that alliance, arguing that it is anticompetitive, and JetBlue has said it will not abandon the partnership.
In a statement on Monday, the chairman of Spirit’s board, Mac Gardner, said the company stood by its plan to merge with Frontier Airlines, a deal that predates JetBlue’s offer and that Spirit argued reflected the best interests of long-term shareholders.
“After a thorough review and extensive dialogue with JetBlue, the board determined that the JetBlue proposal involves an unacceptable level of closing risk that would be assumed by Spirit stockholders,” Mr. Gardner said. “We believe that our pending merger with Frontier will start an exciting new chapter for Spirit and will deliver many benefits to Spirit shareholders, team members and guests.”
Spirit and Frontier, both low-fare airlines, announced a plan to merge in February. Then, JetBlue stepped in with a bigger offer for Spirit, surprising many industry analysts and experts. Both deals would face scrutiny from Biden administration regulators, who have expressed more skepticism about consolidation than their predecessors.
Some analysts contend that Spirit and Frontier are better suited to merge because they operate under similar “ultra-low-cost” business models but have more extensive flights in different parts of the United States. A JetBlue-Spirit combination could be more difficult to pull off because the airlines’ business models are quite different. But the deal could allow JetBlue to compete more effectively against the nation’s four dominant airlines.
JetBlue’s updated offer added a handful of concessions to address Spirit’s concerns about regulatory approval, including an offer to divest some assets from both airlines. JetBlue also said it would commit to divesting Spirit assets in New York and Boston, markets at the heart of JetBlue’s partnership with American, known as the Northeast Alliance, in an effort to win approval from the Justice Department. JetBlue also said it would pay Spirit a $200 million fee if antitrust regulators blocked the deal.
Spirit’s leadership responded in a letter to JetBlue’s chief executive on Monday, saying they did not think that the updated offer had a reasonable chance of succeeding. Regulators, Spirit said, were likely to be “very concerned” with the prospect that JetBlue’s offer would result in higher costs, and subsequently higher fares for consumers. Spirit said converting its planes, which are densely packed with seats, to JetBlue’s roomier configuration would result in higher prices, for example.
JetBlue said in response that both its offer and the Frontier deal shared “a similar regulatory profile,” but that Frontier had not offered to divest assets or pay a breakup fee. JetBlue also said the value of Frontier’s cash-and-stock deal had faded because of that airline’s falling stock price.
“Spirit shareholders would be better off with the certainty of our substantial cash premium, regulatory commitments and reverse breakup fee protection,” JetBlue’s chief executive, Robin Hayes, said in a statement on Monday.
JetBlue also accused Spirit of failing to grant it sufficient access to data about the low-cost carrier’s business while requesting “unprecedented commitments” from JetBlue.
For JetBlue, the American partnership and the Spirit offer are opportunities to accelerate a planned expansion. JetBlue, which has long maintained a big presence at New York’s Kennedy International Airport, has been limited by gate availability at the region’s busy airports. In their partnership, JetBlue and American have agreed to sell each other’s flights, establish links between their frequent-flier programs and pool takeoff and landing slots. It also allows JetBlue, which primarily flies within the United States, to sell more international tickets on American’s planes.
A trial in the Justice Department’s case against the alliance is scheduled for late September.
Representatives from American and Frontier declined to comment on Monday’s developments, but Stephen Johnson, a top American executive, said on a call with investor analysts and reporters last month that a JetBlue-Spirit deal would have no effect on the Northeast Alliance.
“It’s not going to change one bit the value that we create for consumers in New York and Boston,” he said.