ISS Recommends that Spirit Airlines Stockholders Vote FOR the Amended Merger Agreement with Frontier

ISS Concludes Current Offer from Frontier is Preferable for Spirit Stockholders and Recognizes JetBlue's All-Cash Offer Limits Potential Upside

With Favorable Recommendation from Glass Lewis & Co., Both Independent Proxy Advisory Firms Now Recommend FOR the Merger of Spirit and Frontier

Spirit Board of Directors Continues to Unanimously Recommend Stockholders Vote FOR the Merger with Frontier on the WHITE Proxy Card 

Special Meeting of Spirit Stockholders to be Held on June 30, 2022

For More Information, Stockholders Can Visit 

MIRAMAR, Fla., June 26, 2022 /PRNewswire/ -- Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE: SAVE) today announced that leading independent proxy advisory firm Institutional Shareholder Services ("ISS") recommends Spirit stockholders vote FOR the merger agreement with Frontier Group Holdings, Inc. ("Frontier") (NASDAQ: ULCC), parent company of Frontier Airlines, Inc.

This recommendation follows a June 3 report from Glass, Lewis & Co., another leading independent proxy advisory firm, also recommending that stockholders vote FOR the proposed merger.

For more information regarding the compelling benefits of a merger with Frontier and how to vote, stockholders can visit

Ted Christie, President and CEO of Spirit, said: "We are very pleased that both leading proxy advisory firms – ISS and Glass Lewis – recommend that stockholders vote in favor of our merger with Frontier. We are especially grateful to our Team Members who have stayed focused on providing the best experience for our Guests while the Board conducted its process, arriving at the best possible outcome for Spirit and its stockholders. We look forward to our stockholder vote on June 30 and continuing our ongoing discussions with regulators as we advance toward completing the transaction and delivering on the value of this combination for our stockholders, Team Members and Guests."

"While we appreciate the great support from Spirit stockholders who have voted, we remind all Spirit stockholders that not voting will have the same effect as a vote against the merger. To ensure your vote is counted, vote FOR the transaction on the WHITE proxy card," added Mr. Christie.

Highlights from the ISS Report include:

  • "[…] shareholders are best served by taking the deal that provides the best combination of long-term value and compensation in the event of regulatory rejection. […] Given these facts and circumstances, the current offer from Frontier appears preferable as it matches JetBlue's $350 million protection against regulatory failure, matches the $2.00 increase in JetBlue's offer price, provides a higher prepayment of $2.22 per share compared to $1.50 per share from JetBlue, and allows Spirit shareholders to benefit from the potential upside of the combined company and the expected $500 million of synergies."
  • "[…] the all-cash nature of the offer from JetBlue caps the potential upside for Spirit shareholders – if an agreement is struck at the currently proposed terms, Spirit shareholders could not receive more than $33.50 per share in cash, even if the value of the combined company's synergies prove to be higher. This can be contrasted with the potential upside of owning 48.5 percent of a combined Spirit and Frontier, which forecasts annual synergies of $500 million and could benefit from a recovery in the U.S. airline industry. Shareholders may also look to the fact that Spirit shares traded above $33.50 from February to June 2021, with a high value of $39.74 on March 17, 2021, as an indicator of where standalone Spirit shares could trade in the event of an industry recovery."
  • "JetBlue's $33.50 offer […] may appear to be opportunistic relative to Spirit shares' recent trading and the potential value of an industry recovery […]."

As a reminder, this vote is for the Frontier transaction, NOT for a transaction with JetBlue. If the Frontier transaction does not receive stockholder approval, the substantial regulatory issues in JetBlue's proposal remain and there can be no assurance that a transaction with JetBlue will be agreed upon. If you vote against the transaction or do not vote at all, you are risking a value accretive transaction with Frontier for the illusion of a transaction with JetBlue that we believe is highly unlikely to be completed.

Your Vote Is Important

Spirit has scheduled the Special Meeting of Stockholders (the "Special Meeting") to approve the proposed merger with Frontier for Thursday, June 30, 2022 at 9:00 a.m., Eastern Time. All stockholders of record as of the close of business on May 6, 2022 are entitled to vote at the Special Meeting.

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