Filed by Spirit Airlines, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Spirit Airlines, Inc.
Commission File No.: 001-35186
Date: February 7, 2021
Below is a communication sent out by Spirit Airlines, Inc. (“Spirit”) to its employees on February 7, 2022:
Spirit Team,
I am excited to share that today is a historic day for both Spirit Airlines and the entire industry. Today, we are announcing plans to combine with Frontier Airlines, creating America’s most competitive ultra-low fare airline.
The magnitude of this announcement can’t be overstated. This combination is all about growth and creating a low-cost carrier with the positioning and resources to shake up the industry on behalf of consumers. All of your grit, determination and innovation have enabled us to be in a position where we can drive change and further democratize air travel. This decision was made with you and our Guests foremost in mind. We will be even better and stronger together.
Upon closing of the transaction, as our two companies unite and grow together, we expect our Team Members to thrive even more. Our Spirit Family will benefit from better career opportunities and more stability as part of the most competitive ultra-low fare airline in the United States, with more than 1,000 daily flights to over 145 destinations in 19 countries. Here are some additional highlights on what this means to our Spirit Family:
| • | More ultra-low fares to more travelers in more destinations, including major cities as well as underserved communities. |
| • | We will be even more competitive for our Guests and our Team Members. The stronger financial profile of the combined company will empower us to accelerate investment in innovation and growth. |
| • | Given the growth of the combined company, it is expected that all current team members will have an opportunity to be a part of the combined airline. |
| • | We will deliver even more reliable service. |
| • | A combined fleet that is the youngest, most fuel-efficient and greenest in the United States. |
| • | We will compete more aggressively across the country, including more effectively challenging the dominant “Big Four” airlines, among others. |
| • | We do not anticipate any base closures as a result of this transaction. |
Spirit and Frontier are a perfect fit. We share a longstanding commitment to affordable travel and we share the same A320 Family fleet. We view this as a true partnership of complementary airlines with similar values, and both companies are committed to a seamless integration.
Today’s announcement is just the first step in a process that will take time. Until the transaction closes, it is business as usual. We will continue to operate as separate companies as we work through the regulatory review process, until our two airlines are merged under a single operating certificate. Until that point, it is essential that we remain focused on our day-to-day responsibilities and serving our Guests with the same dedication we always have.
The combined company’s name, management team and headquarters will be determined prior to close. We expect to build out a more robust combined team that reflects the strengths and capabilities of both companies.
I know you will have many questions about what comes next. We will add a Q&A page on Spirit LiNK that we will continuously update as we move forward, and as always, you should feel free to reach out to your leader with any additional questions. We are committed to keeping you all informed and will be communicating additional details in the coming months. In the meantime, we look forward to taking your questions during our regularly scheduled town hall on Wednesday, February 9. I strongly encourage you all to join and send questions in advance by using this link. Sending questions will help us cover the topics most important to you.
Additionally, there are a couple other options to learn more about this announcement. This morning, I’ll be on CNBC during the 7:00 hour along with Barry Biffle, President and CEO of Frontier Airlines. Also, we scheduled an analyst call at 8:30 a.m. ET. You can tune in by going to our dedicated joint microsite (www.evenmoreultralowfares.com) where you will also find the announcement press release.
This is a fantastic day for our company, and we are able to come into this combination from a position of great strength thanks to all of you. Despite the challenges we have faced over the last two years, your Spirit pride and dedication has remained steadfast.
Our future is brighter than ever, and I am so excited for this next leg of our journey, together!
Sincerely,
Ted
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 sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Important Additional Information Will be Filed with the SEC
Frontier Group Holdings, Inc. (“Frontier”) will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 in connection with the proposed transaction, including a definitive Information Statement/Prospectus of Frontier and a definitive Proxy Statement of Spirit. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT/ INFORMATION STATEMENT/ PROSPECTUS/ PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED BY SPIRIT OR FRONTIER WITH THE SEC IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FRONTIER, SPIRIT, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Registration Statement and the definitive Information Statement/Proxy Statement/Prospectus and other documents filed with the SEC by Spirit and Frontier 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 information statement and the proxy statement and other documents filed with the SEC by Spirit and Frontier on Spirit’s Investor Relations website at https://ir.spirit.com and on Frontier’s Investor Relations website at https://ir.flyfrontier.com.
Participants in the Solicitation
Spirit and Frontier, 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 transactions contemplated by the Merger Agreement. Information regarding Spirit’s directors and executive officers is contained in Spirit’s definitive proxy statement, which was filed with the SEC on March 31, 2021. Information regarding Frontier’s directors and executive officers is contained in Frontier’s final prospectus filed with the SEC pursuant to Rule 424(b), which was filed with the SEC on April 2, 2021, and in Frontier’s Current Report on Form 8-K, dated July 16, 2021, as amended.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this communication, including statements concerning Frontier, Spirit, the proposed transactions 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 Frontier’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 Frontier’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 “may,” “will,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and other similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include, without limitation, statements about the benefits of the transaction, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. All forward-looking statements in this Form 8-K are based upon information available to Frontier and Spirit on the date of this Form 8-K. Frontier 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.
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 Merger Agreement; failure to obtain applicable regulatory or Spirit stockholder approval in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure of the parties to consummate the transaction; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; 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 Frontier’s and Spirit’s reports and other documents filed with the SEC from time to time, including their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.