Jetblue Airways Corporation · NASDAQ:JBLU
Jetblue Airways — Merger or Acquisition (April 2022)
25 slides from Jetblue Airways's merger presentation, Apr 6, 2022
Slide 1: Unleashing a National Low-Fare Challenger
Unleashing a National Low-Fare Challenger APRIL 6, 2022 Providing Customers with a Compelling Alternative to the ‘Big Four’ Carriers
Slide 2: Important Information for Investors and Stockholders
Important Information for Investors and Stockholders 2 Forward Looking Statements Statements in this presentation 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
Slide 3: Creating a Compelling National Low-fare Challenger, Benefitting All Stakeholders
Creating a Compelling National Low-fare Challenger, Benefitting All Stakeholders All-cash offer of $33/share clearly represents a “Superior Proposal” for Spirit shareholders Pro-competitive combination as “JetBlue Effect” is more effective in lowering legacy fares Accelerates JetBlue’s strategic pla
Slide 4: Proposal Overview
jetBlue Proposal Overview
Slide 5: JetBlue's Superior Proposal Offers Value, Financing, and Closing Certainty
JetBlue's Superior Proposal Offers Value, Financing, and Closing Certainty Value certainty: JetBlue to acquire 100% of Spirit for $33 per share in cash, representing a highly attractive premium1 for Spirit shareholders Financing certainty: fully committed financing at signing with no contingency o L
Slide 6: A 50% Premium to Spirit's Current Share Price Offers Full and Certain Value
A 50% Premium to Spirit’s Current Share Price1 Offers Full and Certain Value to Spirit Shareholders $33/share represents $11/share or 50% premium to Spirit’s share price as of 4-Apr-2022 Provides Spirit shareholders immediate liquidity and certain value Implies highly attractive transaction multiple
Slide 7: Pro-competitive Features Support High Conviction in Ability to Close Transaction
Pro-competitive Features Support High Conviction in Ability to Close Transaction Proposed combination is pro-competitive: o “JetBlue Effect” is more effective than ultra-low-cost carriers in lowering legacy fares and bringing heightened competition to new cities o Greater customer benefits through i
Slide 8: Strategic Rationale and Financial Impact
Strategic Rationale and Financial Impact 8
Slide 9: Creating Long-Term Value for all JetBlue Stakeholders
Creating Long-Term Value for all JetBlue Stakeholders Strong Strategic Rationale Creates a Compelling National Low-fare Challenger Accelerates Existing Growth Plan while Complementing Northeast Alliance (NEA) Strategy Significantly Enhances JetBlue’s Long-term Financial Returns 9
Slide 10: Bringing the Airline Customers Love to Fly to More Passengers
vv Bringing the Airline Customers Love to Fly to More Passengers Source: 2021, 2019 company filings; number of daily flights and destinations are based on April 2022 schedule data as of 3/25/22. Note: JetBlue and Spirit annual passengers and ASMs as of 2019. JetBlue and Spirit Aircraft and Crewmembe
Slide 11: Transaction Creates a Significant Challenger to the 'Big Four'
AA DL UA WN B6+NK AS B6 NK F9 G4 MX+XP Name Legacies JetBlue Ultra-low- cost carriers Breadth and Depth of Network in Focus Cities / Hubs Best in Class Inflight Entertainment Premium Cabin Robust Loyalty Program Lower Costs vs Legacy Airlines Transaction Creates a Significant Challenger to the ‘Big
Slide 12: Transaction will Complement NEA Strategy, Diversify Network Footprint
Access to additional growth via NEA Transaction will Complement NEA Strategy, Diversify Network Footprint, and Provide Access to Key Infrastructure Assets 12 Notes: Based on average departures/day per respective schedule for April 2022 for JetBlue and Spirit. Sources: Diio MI, DOT data. Transaction
Slide 13: Bringing Award-winning Customer Service and Lower Fares to More Customers
Bringing Award-winning Customer Service and Lower Fares to More Customers Enhancing a unique customer offering • More customers get low fares and award-winning service across more destinations • JetBlue has won hundreds of awards since its inception – and continues to do so o Top publications and re
Slide 14: Significant Benefits to Spirit and JetBlue Crewmembers
Significant Benefits to Spirit and JetBlue Crewmembers 14 Provides crewmembers greater career opportunities Commitment to maintain compensation and benefits for at least 12 months for continuing Spirit team members Strong combined team with complementary expertise Cultural integration will be critic
Slide 15: Transaction Turbocharges Existing Industry-Leading ESG Efforts
15 Transaction Turbocharges Existing Industry-Leading ESG Efforts Recent Highlights/Key DevelopmentsFocus Areas Strong Commitment to Sustainability • Publicly stated goal in 2020 to achieve net zero carbon emissions by 2040, including offsets • Nearing goal to convert 40% of its GSE to electric by 2
Slide 16: Platform for Efficient and Sustainable Growth Built on a Common Airbus Family Fleet
16 Post-Transaction Net Fleet CountJetBlue Pre-Transaction Net Fleet Count Platform for Efficient and Sustainable Growth Built on a Common Airbus Family Fleet The combined order book creates natural synergies, with the potential to double current JetBlue growth rate • Provides platform for growth wh
Slide 17: Transaction Increases Efficiency, Reduces Emissions
17 Transaction Increases Efficiency, Reduces EmissionsAircraft With New Engine Technology Source: Latest company filings, investor presentations. Note: Assumes no returns or retirements in Spirit existing fleet and order book A Younger, Lower-Cost, Lower-Carbon Fleet Centered around the Pratt & Whit
Slide 18: Transaction Economics Supported by Compelling Synergy Opportunity
18 Key Drivers $600-$700M Transaction Economics Supported by Compelling Synergy Opportunity Announced Run-Rate Synergy (% of Pro-Forma Revenue in Millions) • Increased network relevance • Schedule optimization • Economies of scale on existing cost bases • Greater JetBlue Travel Products and Loyalty
Slide 19: Combined Company would Further JetBlue's Progress Towards Generating Superior Margins
Combined Company would Further JetBlue’s Progress Towards Generating Superior Margins Doubles Revenue GrowthDoubles U.S. Market Share (by Departure Seats) Boosts Profitability Accretive to Earnings per Share 19Source: Bloomberg; median consensus estimates. Note: Market share based on departure seats
Slide 20: JetBlue Expected to Maintain Balance Sheet Flexibility Post-Transaction
JetBlue Expected to Maintain Balance Sheet Flexibility Post-Transaction Source: Management projections, historical financials, consensus estimates. Note: 2022E industry median excludes JetBlue. 1 Leverage metric references adjusted net debt to EBITDAR, which is a non-GAAP metric. Refer to reconcilia
Slide 21: Creating a Compelling National Low-fare Challenger, Benefitting All Stakeholders
Creating a Compelling National Low-fare Challenger, Benefitting All Stakeholders All-cash offer of $33/share clearly represents a “Superior Proposal” for Spirit shareholders Pro-competitive combination as “JetBlue Effect” is more effective in lowering legacy fares Accelerates JetBlue’s strategic pla
Slide 22: Appendix
Appendix 22
Slide 23: Appendix A Non-GAAP Financial Measures
Appendix A 23 Non-GAAP Financial Measures JetBlue presents the ratio of Adjusted Net Debt to EBITDAR, which is a non-GAAP financial measures, in this presentation. This non-GAAP financial measure, and the non-GAAP financial measures used to calculate it, are derived from our consolidated financial s
Slide 24: Adjusted Net Debt
24 Adjusted Net Debt Adjusted net debt is a non-GAAP financial measure which we believe is helpful to investors in assessing our overall debt profile. We reduce our adjusted debt by cash, cash equivalents, and short-term investments resulting in adjusted net debt, to present the amount of assets nee
Slide 25: Earnings before interest, taxes, depreciation, amortization, rent, and special Items
25 Earnings before interest, taxes, depreciation, amortization, rent, and special Items Earnings before interest, taxes, depreciation, amortization, and aircraft rent (EBITDAR) is a non-GAAP financial measure. We believes this measure allows investors to better understand the financial performance o