JetBlue, Spirit end $3.8 billion merger agreement after losing antitrust suit (2024)

A JetBlue Airways plane sits on the tarmac at the Fort Lauderdale-Hollywood International Airport on January 31, 2024 in Fort Lauderdale, Florida.

Joe Raedle | Getty Images

JetBlue Airways and Spirit Airlines on Monday said they are ending their agreement to merge, weeks afterlosing a federal antitrust lawsuit that challenged the deal.

The CEOs of the two carriers cited regulatory hurdlesin ending their merger agreement.

A federal judge in January sided with the Justice Department and blocked JetBlue's attempted takeover of budget carrier Spirit. In his ruling, Judge William Young said JetBlue's takeover of Spirit would "harm cost-conscious travelers who rely on Spirit's low fares." The airlines had argued that they needed to combine to better compete with the larger airlines that control most of the U.S. market.

JetBlue and Spirit had appealed the judge's decision,but JetBlue noted the appeal was required under the terms of the merger agreement. Analysts had expected little chance of a successful appeal.

The Justice Department cheered the news on Monday, a year after it filed its suit to block the deal. "Today's decision by JetBlue is yet another victory for the Justice Department's work on behalf of American consumers," Attorney General Merrick Garland said in a statement.

Spirit's shares tumbled almost 11% on Monday to end the trading session at their lowest closing price on record, $5.76 per share, while JetBlue's stock closed more than 4% higher at $6.75.

Almost two years ago, JetBlue swooped in with an unsolicited bid for Spirit Airlines, which had weeks earlier struck a merger agreement with fellow budget airlineFrontier. JetBlue ultimately won Spiritshareholder approvalto take over the discount carrier.

"It was a bold and courageous plan intended to shake up the industry status quo, and we were right to compete with Frontier and go for an opportunity that would have supercharged our growth and provided more opportunities for crewmembers," JetBlue CEO Joanna Geraghty said in a note to staff on Monday.

"However, with the ruling from the federal court and the Department of Justice's continued opposition, the probability of getting the green light to move forward with the merger anytime soon is extremely low," she said.

Geraghty took over as CEO from Robin Hayes last month, tasked with stopping JetBlue's losses, improving its operation and trimming costs. Activist investor Carl Icahn disclosed a nearly 10% stake in the airline on her first day, and days later won two board seats at the New York-based airline.

JetBlue's prospective purchase of Spirit would have been a buoy for the strugglingdiscounter airline, which is facing the grounding of dozens of its Airbus planes for inspections stemming from a engine defect. Spirit expects compensation from the engine-maker as a result of the flaw.

With the deal off the table, Spirit must confront its financial problems alone, something its leaders say it is equipped to do.

The company said it was working to refinance its debt, and last month said it was on a path back to profitability thanks to better-than-expected demand. It projected revenue for the first quarter above analysts' expectations.

"Throughout the transaction process, given the regulatory uncertainty, we have always considered the possibility of continuing to operate as a standalone business and have been evaluating and implementing several initiatives that will enable us to bolster profitability and elevate the Guest experience," Spirit CEO Ted Christie said Monday.

He said that Spirit shareholders received $425 million in prepayments from JetBlue during the agreement, and that JetBlue will pay Spirit $69 million related to the agreement's termination.

The Spirit deal wasn't JetBlue's first attempt at linking up with another airline to gain scale. It previously had a partnership with American Airlines in the congested Northeast U.S. to coordinate schedules and routes.

But last year a different federal judge sided with the Justice Department and knocked that partnership down, calling it anticompetitive. That ruling left open the possibility of tweaking the structure of the agreement and reviving it.

American appealed the ruling last year, but JetBlue did not, saying it would instead focus on its Spirit deal.

American CFO Devon May told reporters at an investor event on Monday: "We'll see what opportunities there are going forward of having a new relationship."

JetBlue didn't immediately comment.

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JetBlue, Spirit end $3.8 billion merger agreement after losing antitrust suit (2024)

FAQs

JetBlue, Spirit end $3.8 billion merger agreement after losing antitrust suit? ›

JetBlue Airways and Spirit Airlines on Monday said they are ending their agreement to merge, weeks after losing a federal antitrust lawsuit that challenged the deal. The CEOs of the two carriers cited regulatory hurdles in ending their merger agreement.

What was the decision on the Spirit JetBlue merger? ›

A federal judge blocked the merger in January because of concerns about monopolization. Both companies said despite their goal to unify and be a low-cost competitor to major airlines, the legal obstacles wouldn't make the acquisition possible by their deadline of July 2024.

Why did Spirit merger fail? ›

JetBlue and Spirit said there were too many regulatory and legal challenges to close the acquisition, but asserted the merger would have challenged the dominance of the four major airlines in the U.S. — American, Delta, United, and Southwest.

Is the JetBlue merger canceled? ›

JetBlue and Spirit Airlines cancel $3.8bn merger after judge blocked deal. Low-cost air carriers JetBlue Airways and Spirit Airlines canceled their $3.8bn merger agreement on Monday, seeing no path forward after a US judge blocked the deal in January on anti-competition concerns.

What are the terms of the JetBlue Spirit merger? ›

Under the agreement, JetBlue will pay Spirit $69 million. While the merger agreement was in effect, Spirit stockholders received approximately $425 million in total pre-payments. Without the JetBlue deal, Spirit, the seventh-largest U.S. carrier, faces a rough road ahead.

Why did the judge block the Spirit merger? ›

The Justice Department sued to block the merger last year, saying it would reduce competition and drive up fares, especially for travelers who depend on low-fare Spirit. In January, a federal district judge in Boston sided with the government and blocked the deal, saying it violated antitrust law.

Is Spirit Airlines going out of business in 2024? ›

12, 2024. Spirit Airlines CEO Ted Christie said Friday that the budget airline isn't considering a Chapter 11 bankruptcy filing and is “encouraged” by its plan after a failed takeover by JetBlue Airways .

Why is JetBlue failing? ›

JetBlue has struggled to regain a stable financial footing in the post-pandemic period. In its most recent quarter, it posted a decline in revenues and a net loss. It also said it expected to have 15 Airbus planes out of service because of maintenance issues.

Why is Spirit in trouble? ›

Each time its executives have answered investor questions over the last year, Spirit has named a number of factors to explain its poor financial performance—rising costs and union negotiations over employee salaries have resulted in heavy cash burn, while a recall of the Pratt & Whitney engines used in Spirit's Airbus ...

Is Spirit losing money? ›

The airline wrote in a regulatory filing Tuesday that it expects an adjusted operating loss of $160 million to $173 million in the second quarter, more than its earlier forecast of $121 million to $145 million.

Did JetBlue terminate the $3.8 BN deal to buy Spirit Airlines? ›

A federal judge has blocked JetBlue Airways' $3.8bn takeover of the budget carrier Spirit Airlines, agreeing with the US Department of Justice that the deal would knock competition and limit the availability of low-priced tickets.

Is JetBlue losing money? ›

First Quarter 2024 Financial Results

Excluding special items, adjusted net loss for the first quarter of 2024 of $145 million(1) or $0.43 loss per share. First quarter of 2024 capacity decreased by 2.7% year-over-year. Operating revenue of $2.2 billion for the first quarter of 2024, down 5.1% year-over-year.

Who owns JetBlue? ›

The company's most prominent individual shareholders are Robin Hayes, Joanna Geraghty, and Brandon Nelson. JetBlue is also heavily owned by institutional firms like BlackRock Inc., Vanguard Group Inc., and Dimensional Fund Advisors LP.

What's going on with the JetBlue Spirit merger? ›

Although both companies continue to believe in the procompetitive benefits of the combination, JetBlue and Spirit mutually agreed that terminating is the best path forward for both companies as required closing conditions, including receiving necessary legal and regulatory approvals, were unlikely to be met by the ...

What was the ruling on JetBlue Spirit? ›

The court found that JetBlue's proposed takeover of Spirit is unlawful because it “does violence to the core principle of antitrust law: to protect the United States' markets – and its market participants – from anticompetitive harm.”

How much is the termination fee for JetBlue merger? ›

JetBlue and Spirit have terminated their $3.8 billion merger agreement. Under the arrangement, JetBlue will pay Spirit a $69 million termination fee. JetBlue had already paid Spirit shareholders $425 million in prepayments for the planned acquisition, which was blocked by a federal court in January.

What was the court decision on JetBlue? ›

The court found that JetBlue's proposed takeover of Spirit is unlawful because it “does violence to the core principle of antitrust law: to protect the United States' markets – and its market participants – from anticompetitive harm.”

Will Spirit Airlines appeal? ›

The U.S. First Circuit Court of Appeals has agreed to an expedited ruling for JetBlue and Spirit's appeal of their rejected merger. Arguments in the case are now tentatively set for June. "Extensions will be strongly disfavored," the First Circuit said in an order on Friday.

How much did JetBlue offer to buy Spirit? ›

JetBlue had signaled it might pull out of the deal in a January filing with the Securities and Exchange Commission, shortly after the judge's decision. It has been clear for months that Spirit is no long worth the $3.8 billion, or $33.50 a share, that JetBlue agreed to pay for the airline.

What's going on with Spirit Airlines? ›

JetBlue and Spirit merger halted

A planned merger between JetBlue and Spirit Airlines has been halted by a federal judge's ruling, safeguarding travelers' access to Spirit's low-cost fares. The $3.8 billion deal faced scrutiny for potentially harming consumer interests.

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