JetBlue Airways Corp. improved its offer for Spirit Airlines Inc., boosting a breakup provision to $350 million and adding an upfront cash payment just days before shareholders will vote on a pending buyout agreement with Frontier Group Holdings Inc.
The revised offer increases JetBlue’s reverse breakup fee by $150 million and provides for about $164 million payable as a cash dividend “promptly following” a vote approving a combination of the carriers, the airline said in a statement Monday. The update comes after Frontier sweetened its own agreement by adding a key $250 million fee payable to Spirit if their accord breaks up on antitrust grounds.
Spirit shareholders are faced with conflicting recommendations from prominent shareholder advisory firms. Institutional Shareholder Services Inc. found JetBlue’s all-cash offer superior from a financial standpoint and that both bids have inherent risks when it comes to federal antitrust reviews. A rejection by Spirit investors would signal their board to restart talks with JetBlue, it said.
Proxy advisory firm Glass Lewis & Co. subsequently recommended Frontier’s proposal, calling it “the best available and most actionable” alternative.
Shares of Spirit jumped 7.5% in the premarket to $22.30. JetBlue was down 0.2% to $10.45.