Turbulence Ahead? JetBlue’s Plans to Acquire Spirit Airlines Hit Snags

Post originally Published February 1, 2024 || Last Updated February 1, 2024

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Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Regulators Voice Antitrust Concerns


The proposed merger between JetBlue and Spirit Airlines has hit some turbulence, as regulators voice concerns that combining two of the largest low-cost carriers in the US could harm competition and lead to higher fares.

The Justice Department has been vocal about its antitrust worries, warning that JetBlue acquiring Spirit would give the combined airline control of key airports and routes on the East Coast and eliminate Spirit as a competitive force in the budget airline space. Regulators fear this will reduce choices for travelers in major markets like New York and Florida.

“This transaction would combine two of the nation’s largest low-cost airlines” said Assistant Attorney General Jonathan Kanter of the Justice Department’s antitrust division. “It warrants an exhaustive investigation because of the potential for competitive harm.”

The deal is also facing scrutiny from six state attorneys general who have raised red flags about less competition possibly resulting in fare increases. Certain routes out of cities like Chicago, Houston and Detroit could see reduced flight options if the merger goes through.

Consumer advocates agree that combining JetBlue and Spirit would negatively impact air travelers, especially those looking for budget options. “This deal screams monopoly” said Bill McGee of the American Economic Liberties Project. “When you eliminate the ultra-low-fare airlines, you lose that downward pricing pressure.”

While JetBlue has argued the deal will lead to lower fares by helping it compete against legacy carriers, the Justice Department counters that Spirit’s unique ultra-low-cost model fills a specific niche. Losing Spirit means one less way for travelers to get rock-bottom ticket prices.

What else is in this post?

  1. Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Regulators Voice Antitrust Concerns
  2. Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Spirit Shareholders Oppose Deal Terms
  3. Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - JetBlue CEO Defends Growth Strategy
  4. Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Analysts Debate Impact on Fares
  5. Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Unions Fear Job Losses From Merger
  6. Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - JetBlue, Spirit Cultures Worlds Apart
  7. Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Fate of Loyalty Programs Unclear
  8. Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Hurdles Remain Despite Sweetened Offer

Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Spirit Shareholders Oppose Deal Terms


A sizable portion of Spirit shareholders voted against the merger in October, displeased with the valuation JetBlue placed on their stock. Spirit's stock traded above the offered share price of $33 at points last summer, leading some investors to believe JetBlue was undervaluing the airline.

Part of shareholders' frustration stems from how the deal is structured. JetBlue would acquire Spirit with cash rather than stock, meaning Spirit investors wouldn't get a stake in the merged entity. "We believe Spirit shareholders are not being adequately compensated," said William Franke, Spirit's largest shareholder and former chairman.
Franke and investment firm TIG Advisors have been vocal about rejecting the deal, arguing JetBlue can afford to pay more for Spirit based on potential merger synergies. They point to JetBlue touting nearly $600 million in cost savings and revenue growth opportunities from combining forces.

Yet despite shareholder opposition, Spirit's board unanimously backs the deal. The board believes regulatory hurdles make a higher bid from JetBlue unlikely and says the offer represents a "full and fair" price. But if shareholders vote it down, they risk being stuck with Spirit's stock trading at a lower price.
It's a complex situation for Spirit shareholders weighing potential gains from holding out against the risk of losing the deal altogether. They recognize the two airlines could be more competitive together against larger carriers. But the lure of maximizing returns in the near-term makes some investors hesitant.
Meanwhile, JetBlue maintains its price is reasonable given regulatory uncertainty. "We believe our offer represents the most attractive opportunity for Spirit shareholders," said JetBlue CEO Robin Hayes. The carrier points to breakup fees it will pay if the deal is blocked to assure it isn't lowballing Spirit.

Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - JetBlue CEO Defends Growth Strategy


JetBlue CEO Robin Hayes remains steadfast that acquiring Spirit is key to the carrier's growth, despite regulatory hurdles threatening the deal. He touts how the merger would allow JetBlue to scale up and take on major airlines that currently dominate the industry.

"For JetBlue to continue to grow and thrive and compete in this industry, we need greater scale" Hayes told industry analysts. He highlighted how the four largest airlines control over 80% of the US market, making it difficult for smaller carriers to gain share.

Hayes argues JetBlue lags competitors in size and needs Spirit's aircraft, route networks and flight crews to fuel expansion. By merging, JetBlue aims to add new markets in Latin America and the Caribbean and bolster operations in major US cities.

"Bringing our complementary networks together would be a positive disrupter for customers who for too long have had to choose between a low fare and a great experience" said Hayes. "Together, we can open up more destinations with lower fares."

Aviation consultants agree the deal makes sense from a competitive standpoint. "There's no future for JetBlue just staying as is" said Jay Shabat of Skift. "They won't have the cost structure to compete with behemoths like American, Delta and United."

But while Hayes touts the consumer benefits, some industry watchers argue the merger's impact is less clear. "Bigger doesn't always mean better for customers" notes travel analyst Henry Harteveldt. "There's a fallacy that consolidation gives airlines pricing power. The reality is it often eliminates redundancies that keep costs and therefore ticket prices lower."

Hayes maintains that combining JetBlue and Spirit would lead to lower operating costs that can be passed onto fliers. But antitrust regulators counter that eliminating Spirit removes pricing pressure in markets like Florida where the two overlap.
Consumer advocates agree, arguing that removing the ultra-low cost Spirit from the market will drive up airfares. "JetBlue is trying to spin it as a competitive benefit for consumers, but it has the makings of a monopoly" said analyst Joe Brancatelli.

But with opposition mounting, analysts say JetBlue faces long odds getting the deal approved as structured. Some expect the DOJ to block the merger outright, while others predict concessions may be forced to address antitrust issues.

Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Analysts Debate Impact on Fares


Industry experts are split on how JetBlue acquiring Spirit would impact airfares, a key issue the Justice Department is probing in its antitrust review. On one side are analysts who argue eliminating Spirit as a low-cost competitor will drive up ticket prices, while others claim the combined airline's greater scale could lower fares. The debate centers around two key questions - does the deal limit choices for budget-conscious flyers, and can the merged airline leverage its size to cut costs and pass savings to customers?
Critics contend that removing Spirit's bare-bones, nickel-and-diming model from the market will lead to fare increases, especially on routes where the two overlap. "Spirit fills a particular niche that helps stimulate competition and keep fares in check," notes aviation consultant Robert Mann. He points to cities like Fort Lauderdale where JetBlue and Spirit engage in fierce pricing battles. Combining would dent incentives to offer rock-bottom fares to undercut one another.

Consumer advocates agree, arguing JetBlue has strategically targeted Spirit's network. "This deal is all about eliminating Spirit's disruption in the market," says analyst Samuel Engel of the aviation consulting firm ICF. "When you remove that pricing pressure, there's potential for airfares to go up across JetBlue's network."

However, supporters claim greater scale can lower costs through fleet optimization, combined purchasing power and eliminating redundant functions. "There are meaningful savings opportunities from merging operations," says Helane Becker of financial services firm Cowen. She believes the carriers' complementary fleets and networks provide synergies that larger rivals lack.

JetBlue points to nearly $600 million in projected annual consumer benefits from the deal. CEO Robin Hayes touts become the nation's fifth largest airline would let JetBlue better compete on costs with legacy carriers. He maintains savings can be passed onto customers through lower fares.

Yet skeptics question whether savings would translate to more competitive pricing. "Just because airlines _can_ lower fares due to merger efficiencies doesn't mean they will," says analyst Jonathan Kletzel of PwC. History shows merged carriers often pocket much of the gains.
An analysis by Atmosphere Research found overlapping routes accounted for over 80% of Spirit's flights but only 20% for JetBlue. Consultant Henry Harteveldt says this shows the merger's antitrust risk outweighs potential efficiencies. "The deal's real motive is eliminating a competitor, not achieving economies of scale."

Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Unions Fear Job Losses From Merger


The proposed JetBlue-Spirit merger has sparked concerns among labor groups that combining workforces could lead to significant job losses. Airline union leaders warn that eliminating redundancies across the two carriers risks displacing thousands of frontline employees.
The Association of Flight Attendants, which represents nearly 20,000 Spirit flight attendants, strongly opposes the deal. Union president Sara Nelson contends JetBlue's focus on achieving synergies means "taking costs out - which comes through consolidation of work groups." She argues mergers inevitably result in job cuts as overlapping roles are streamlined.

Nelson points to JetBlue's own statement on $600-$700 million in potential savings from workforce optimization and reduced overhead. "Those 'savings' will come straight out of workers' pockets," she said. The union projects up to 8,000 job losses if the airlines merge.

The Transport Workers Union also blasted the deal, saying the projected cost savings can only be achieved through "significant layoffs." They estimate over 3,000 JetBlue and Spirit ground workers could lose their jobs.

Even the Air Line Pilots Association which represents JetBlue pilots raised concerns. They stopped short of opposing the merger but cautioned that "job loss is a significant risk" from combining crew bases and fleets. ALPA seeks assurances from JetBlue that pilots won't be negatively impacted.
Unions argue the merger comes at an inopportune time as airlines continue rebuilding staff levels after massive pandemic layoffs. TWU President John Samuelsen said the deal "threatens to undermine the job recovery and labor stability."

Workers also take issue with the lack of detail from JetBlue on the merger's labor impact. The Transport Workers Union contends the plan outlined to employees was vague on protecting jobs.

JetBlue maintains it can achieve savings through retirement and voluntary programs to minimize involuntary layoffs. But union officials remain skeptical of those claims based on experiences with past mergers like Delta-Northwest.

Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - JetBlue, Spirit Cultures Worlds Apart


The vastly different cultures at JetBlue and Spirit present challenges in integrating workforces should the merger be approved. JetBlue has cultivated a reputation for superior service and legroom, while Spirit prides itself on offering barebones basic transportation. Bringing these disparate corporate identities together risks culture clash.
"These two airlines could not be more different in their approach to flying," says industry consultant Bruno Machado. "JetBlue sells its experience, whereas Spirit sells the lowest base fares while nickel-and-diming for everything else."

Former JetBlue executive Tracy Tulle sees reconciling these divergent strategies as a major obstacle. "Employees take pride in the brand they work for. Blending a service-oriented culture like JetBlue's with a no-frills culture like Spirit's won't happen overnight."

Frontline workers echo these concerns. "Our inflight and ground service models are totally opposite," noted one veteran JetBlue flight attendant. "I just can't picture us mingling smoothly with Spirit crews."

Meanwhile, a New York-based Spirit pilot expressed skepticism that JetBlue truly embraced Spirit's low-cost ethos. "Their frills like in-seat entertainment and free snacks drive costs up. Those things just don't fit our way of doing business."

Labor groups argue melding seniority lists will also prove contentious. "Integrating workers from different unions is an inherently fractious process," says industry analyst Courtney Miller. "It inevitably creates winners and losers and stokes tensions."

Consumer advocates say these divergent onboard experiences epitomize the merger's risk. "You're taking one of the most innovative, customer-friendly brands in JetBlue and absorbing it into an ultra-low-cost carrier," said analyst Henry Harteveldt. "Trying to blend these distinctly different cultures could water down what makes each unique."

But JetBlue CEO Robin Hayes believes the airlines' shared roots as disrupters will ease the transition. "We both entered the industry as underdogs and offer a refreshing alternative to legacy carriers," said Hayes. "Blending our strengths will position us for the future."

Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Fate of Loyalty Programs Unclear


The pending merger has cast doubt over the future of JetBlue’s TrueBlue and Spirit’s FREE SPIRIT loyalty programs. Frequent flyers anxiously await clarity on whether the programs will be combined and what that means for their elite status and earned rewards. The stakes are high, as many loyal customers choose airlines based primarily on the privileges and perks offered through these programs. JetBlue touts TrueBlue as a core part of its brand and customer experience. Members earn points on flights that can be redeemed for award travel. The program also grants benefits like free checked bags, preferred seating and faster earning based on your status tier. Spirit's bare-bones FREE SPIRIT program has far fewer perks but enables members to earn points towards discounted travel. Its focus aligns with the carrier's low-cost approach.

Bringing these programs together raises many questions. Will members' balances be pooled into one currency or operate separately? How will elite tiers be integrated if the programs are merged? And importantly, will the combined loyalty program shift more towards JetBlue's full-service or Spirit's budget model?
"TrueBlue members are very anxious about potentially being moved to a watered-down program that looks more Spirit than JetBlue," says frequent flyer Max Blue. "There's real concern among elites that years of built-up status will be wiped away."

Others worry Spirit's ultra-low fares might go away. "I chose FREE SPIRIT for the unbeatable deals and don't care about frills," notes regular flier Casey Free. "But JetBlue has all those extras that may push costs up if they align programs."

While JetBlue has hinted that the two programs would eventually be "thoughtfully integrated," no firm details have emerged. That leaves members questioning if they should rush to earn status or redeem points in case the programs are devalued post-merger.

Turbulence Ahead? JetBlue's Plans to Acquire Spirit Airlines Hit Snags - Hurdles Remain Despite Sweetened Offer


JetBlue recently sweetened its offer for Spirit Airlines, hoping to salvage the deal as it faces mounting regulatory hurdles. But while the improved terms may appease some shareholders, significant challenges remain in getting merger approval.

JetBlue boosted the valuation of its all-cash offer from $3.6 billion to around $3.8 billion, while also doubling the breakup fee it would owe Spirit if regulators block the deal. The airline aims to assuage investor concerns and shore up support for the transaction.

Certain major Spirit shareholders have welcomed the bump, with investment firm TIG Advisors calling it "a step in the right direction." But the enriched offer hasn't swayed regulatory agencies scrutinizing the merger's impact on competition and consumer prices.

The Justice Department maintains the deal would hand JetBlue monopolistic control in key northeast markets where Spirit provides an ultra-low fare option. Meanwhile, six state attorneys general warn combining the prominent discount airlines risks higher ticket prices industry-wide.
Consumer advocates agree the sweetened offer does little to resolve antitrust issues. "While this might appeal to some investors, it doesn't address regulators' concerns about reduced choices and higher fares for fliers," said analyst Samuel Engel.

JetBlue argues the deal would fuel competition, but the DOJ counters that Spirit's unique barebones model exerts downward pricing pressure. Erasing Spirit removes an incentive for airlines to offer rock-bottom fares to undercut competitors.
The companies vow to press forward and make the case that the merger benefits consumers, promising a "Spirit Airlines-sized dose of ultra-low fares" at JetBlue's expanded network. But analysts say overcoming regulators' objections will be an uphill battle.
Some predict Spirit shareholders could still vote down the merger given the high execution risk. But analysts say JetBlue's raised offer reduces that chance by compensating investors more if the deal collapses.
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