Spirit Aviation Holdings, Inc. · OTC:FLYYQ

Spirit Aviation — Merger or Acquisition (May 2022)

12 slides from Spirit Aviation's merger presentation, May 5, 2022

  1. Slide 1: Rejected Proposal from JetBlue is Illusory and Not Superior

    Rejected Proposal from JetBlue is Illusory and Not Superior May 5, 2022

  2. Slide 2: Disclaimer

    Disclaimer No Offer or Solicitation This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sa

  3. Slide 3: JetBlue's Illusory Offer Is Not Superior

    JetBlue’s Illusory Offer Is Not Superior JetBlue’s offer is not superior as Spirit believes it is unlikely to be approved by regulators who are already suing JetBlue over the anticompetitive Northeast Alliance (“NEA”) At its core, the JetBlue proposal represents a high-cost, high-fare airline buying

  4. Slide 4: Spirit Undertook a Rigorous Review of JetBlue Offer

    Spirit Undertook a Rigorous Review of JetBlue Offer • On March 29, almost 2 months after Spirit and Frontier announced an agreement to combine, Spirit received an unsolicited proposal from JetBlue; after an initial review, Spirit’s Board of Directors determined the proposal could reasonably be likel

  5. Slide 5: JetBlue Deal Unlikely to be Approved with NEA in Place

    JetBlue Deal Unlikely to be Approved with NEA in Place DOJ Opposition to the NEA “This extensive combination, which they call the “Northeast “American Airlines’ ‘alliance’ with JetBlue is, in fact, an Alliance,” will not only eliminate important competition in unprecedented maneuver to further conso

  6. Slide 6: At Its Core, The JetBlue Proposal Represents a High-Fare Carrier Trying to Buy a Low-Fare Carrier

    At Its Core, The JetBlue Proposal Represents a High- Fare Carrier Trying to Buy a Low-Fare Carrier 2019 Passenger Yield(1) 2019 Average Fare(2) (cents) ($) 14.5¢ $182 10.7¢ 10.1¢ $53 $55 Frontier Spirit JetBlue Frontier Spirit JetBlue JetBlue has stated it will reduce capacity and raise fares on Spi

  7. Slide 7: Spirit Continues to Be a Check on JetBlue's Fares

    Spirit Continues to Be a Check on JetBlue’s Fares JetBlue’s Fares On Select Routes Pre and Post Spirit’s Entry Newark – San Juan Boston – San Juan Richmond – Fort Lauderdale ($) ($) ($) $231 $210 $208 $182 $147 $130 4Q 2018 4Q 2019 4Q 2018 4Q 2019 1Q 2017 1Q 2018 (Pre-Spirit) (Spirit Entry) (Pre-Spi

  8. Slide 8: JetBlue Shareholders Don't See Value in a Deal

    JetBlue Shareholders Don’t See Value in a Deal Over $1Bn of JetBlue Value Destruction Since Initial Offer for Spirit Made Public JetBlue Share Price Performance (%)(1) JetBlue Market Capitalization ($Bn) April 4 – 29th May 2nd April 4 – 29th May 2nd 2.6% $0.1 JETS (1.2%) Spirit Rejects 1 Spirit Reje

  9. Slide 9: Analysts Agree JetBlue Faces Substantial Regulatory Risk…

    Analysts Agree JetBlue Faces Substantial Regulatory Risk… “ JetBlue sees this as a way to take out a budget airline “ A big surprise to us…greater regulatory hurdles for competitor and one where the two compete extensively JBLU since it’s bigger with higher fares (i.e. between Fort Lauderdale and Ce

  10. Slide 10: …in Stark Contrast to General Support for Frontier / Spirit Merger

    …in Stark Contrast to General Support for Frontier / Spirit Merger “We think once combined, these two airlines can focus on “ The regulatory process doesn’t look adjusting their networks to give consumers a better challenging…for example, of 86 overlapping nonstop schedule than either can alone” dom

  11. Slide 11: Frontier + Spirit = A Winning Formula

    Frontier + Spirit = A Winning Formula • Delivers $1 billion in annual consumer savings Consumers & • Expands access to more ultra-low fares for more people in more places Communities • Creates a more effective ultra-low fare competitor, especially against the Big Four and JetBlue • Provides nationwi

  12. Slide 12: Slide 12

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