Discovery Capital Management Sends Letter to Spirit Airlines Board of Directors Regarding Proposed Merger with Frontier Airlines

Discovery Capital Management, LLC (collectively with its affiliated entities, “Discovery” or “we”) today announced that it has sent a letter to the Board of Directors of Spirit Airlines Inc. (NYSE: SAVE) regarding its proposed merger with Frontier Airlines (NASDAQ: ULCC).

The full text of the letter can be found below.

July 12, 2022

Spirit Airlines Board of Directors

Attn: H. McIntyre Gardner, Chairman of the Board of Directors

2800 Executive Way

Miramar, Florida 33025

To The Board of Directors of Spirit Airlines Inc.,

We manage an investment fund that owns 1.4% of the outstanding shares of Spirit Airlines Inc. (“SAVE” or “Spirit” or the “Company”). We are writing you today as we are concerned about the upcoming vote on July 15th for the proposed merger with Frontier Airlines (the “Frontier Merger” or the “Merger”). As stated in the Company’s 8-K dated June 30th, and as initially indicated in May, the record date for voting at the Special Meeting is May 6th, 2022. While we are currently able to vote over 200,000 shares of SAVE stock based upon that record date, we are still unable to vote a substantial portion of our holdings acquired since. We urge Spirit to change the record date to allow all current shareholders to vote at the Special Meeting.

Based on average daily trading volumes of SAVE shares, we estimate that over 55% of the currently held SAVE common stock is likely unable to vote at the Special Meeting as it was acquired after May 6th. This has created a worrisome situation whereby current SAVE shareholders are being disenfranchised of their full economic rights. This has become an even more stark issue as JetBlue (NASDAQ: JBLU) has increased its competing bid for SAVE on multiple occasions. Yet, SAVE’s Board still refuses to recognize the superiority of the JetBlue bid and continues to recommend SAVE shareholders vote for the economically inferior Frontier Merger proposal. Even ISS, the proxy advisory service, agreed as recently as June 28th that the JetBlue bid was ‘more favorable’ than the Frontier proposal, yet it was ‘hesitant to change its earlier stand recommending [them] to vote for Frontier’s offer.’

Additionally, the stale record date has created a perverse voting dynamic. Because the record date is over 60 days ago, and based on the average daily trading volume and aggregate volume traded since May 6th, it is likely that many of those SAVE shareholders eligible to vote at the Special Meeting do not actually own the SAVE shares anymore. This creates an incentive to vote FOR the Frontier Merger, as an approval vote of the Frontier Merger will likely cause SAVE stock to decline, giving voters who do not own the shares a chance to buy back their sold SAVE shares at cheaper prices. With SAVE stock up over 50% since the record date, many current SAVE shareholders have paid higher prices based on the thrice increased JetBlue bid. Yet, a majority of the shareholders eligible to vote likely do not still own the shares!

We urge you to change and update the record date to June 30th to allow current SAVE shareholders to vote at any Special Meeting for the Frontier Merger. This, of course, is only necessary should you not abandon the Frontier Merger and accept JetBlue’s superior proposal----we echo the opinion of ISS that the JetBlue proposal is more favorable, and we implore SAVE management to abandon the Frontier Merger without delay.

Sincerely,

Douglas Ormond, Discovery Capital Management

Cc:

Robert Citrone, Principal, Discovery Capital Management

Adam Schreck, General Counsel, Discovery Capital Management

JetBlue Board of Directors

Robin Hayes, CEO, JetBlue

About Discovery Capital Management

Discovery Capital Management, LLC is an investment manager based in South Norwalk, Connecticut that was founded by Robert Citrone in 1999.

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