The Frontier Airlines-Spirit Airlines merger has been withdrawn and JetBlue Airways’ acquisition offer has been accepted. Ok, but what happens now?
If you are considering booking travel or signing up for a new credit card please click here. Both support LiveAndLetsFly.com.
If you haven’t followed us on Facebook or Instagram, add us today.
When Will They Combine?
When will JetBlue Airways and Spirit Airlines cease to compete and join together? Not for a while and maybe never.
“The companies expect to conclude the regulatory process and close the transaction no later than the first half of 2024.” – JetBlue Airways.
That’s nearly two years from the acceptance of the deal late last week. For now, the two carriers operate independently and legally cannot collude on pricing, scheduling, or any commercial terms. JetBlue and Spirit will continue to fight each other in Fort Lauderdale, and Orlando International airports where they have the biggest overlap.
JetBlue’s $3.8. billion deal was accepted following a Spirit shareholder vote last week to approve or deny a merger between Frontier Airlines and Spirit Airlines. That vote came as a result of an intense bidding war.
The combined airline (if consummated – more on that directly) will create the fifth-largest airline in the United States.
Regulatory
One of the most concerning issues for the Spirit board was that the JetBlue offer was unlikely to pass regulatory approval, the DOJ is currently suing JetBlue over its Northeast Alliance codeshare deal with American Airlines. As the DOJ would preside over this acquisition as well, the board felt the likelihood that the JetBlue acquisition deal closes – ever – would pose too much risk to shareholders who, if a deal wasn’t approved, would then lose an opportunity to merge with a carrier on the terms they’d agreed with Frontier.
From a regulatory perspective, it makes sense that Spirit had apprehensions about even attempting a deal despite the premium paid and initial distribution to shareholders. They were probably right. From a competitive landscape perspective, a bigger Ultra Low Cost Carrier probably places more pressure on the Big 4 carriers than a larger JetBlue, simply because JetBlue is not nearly as inexpensive as the Frontier and Spirit.
The Biden DOJ has not taken specific action against mergers of this size yet, but are already on unfriendly terms with JetBlue, asking for their permission to further expand could be difficult.
My one qualm with DOJ’s involvement in the manner, is that this is not to take out a competitor nor change the US airline industry. This is a deal for aircraft, pilots, and crew. If JetBlue were to hold a hiring event that brought in thousands of pilots, crew, and service personnel who already had the training and were ready to start today, the DOJ would have no basis to block the company from taking on new employees. If Airbus had hundreds of aircraft on the ground, ready to fly tomorrow – the DOJ would have no basis to block the acquisiton of those aircraft either. So why then does the DOJ have any place in the matter? Because the acquisition in this case removes part of the competition. Had Spirit suddenly gone out of business overnight and JetBlue purchased Spirit planes and all of their assets, and hired all of their pilots, the net result would be the same and (aside from any collusion claims in that scenario) the DOJ would, again, have no place in the matter.
Shareholders
JetBlue will pay Spirit shareholders $33.50 per share in cash with some of that coming upfront in case the deal never passes regulators. That’s good for Spirit shareholders – frankly, it could end up being free money. Despite the hubris of JetBlue CEO Robin Hayes that the deal will be approved without shedding the Northeast Alliance, it could end up being a $400 million boondoggle with Spirit shareholders taking home the extra cash and leaving the airline to again attempt a merger in a year.
What happens now for Spirit shareholders is another vote, this time to approve the acquisition. If so passed, shareholders will receive $2.50 per share owned right away, and then beginning in January of 2023, another $.10/share every month the deal does not close up to $34.15/share if not closed by July of 2024.
What Happens To The Fleet And Crews?
There are two major steps that have to take place before planes are painted blue and staff changes uniforms (shareholder approval, and regulatory approval.) Pilot groups from both carriers are from the ALPA (Airline Pilots Association) though a unified contract may be tough to achieve (how did that go, American Airlines?) However, the flight attendants for JetBlue are represented by TWU (Transport Workers Union) while Spirit FAs are represented by AFA-CWA. Those groups will have to reach an agreement too.
What Does The US Domestic Market Look Like?
The biggest question is really what the US domestic air market looks like after either a successful combination or an unsuccessful one. If JetBlue were to pass the hurdles outlined and bring Spirit on, they would quickly find themselves in a position to cut costs instantly. A bigger airline pays less for supplies on a per unit basis. That savings extends from cans of coke to check-in desks where instead of having four (two for each carrier), the new JetBlue can better utilize staff and space with just three total. This will lead to better utilization of gates and reduced cost for the combined entity.
Does that translate into lower costs for US consumers? Probably not. Some pundits are quick to say that the bigger airline with some of the best service in the industry will have no inclination to drop prices to ULCC Spirit’s level.
Kind of.
The US is officially in a recession, inflation is at a 40-year high (perhaps higher when factoring in food and fuel costs which have been excluded over those same 40 years) and the insane levels of demand currently in place may wane. If business travelers don’t return to buy business class space and fill in the leisure gap, JetBlue might need to adopt some of Spirit’s lower pricing techniques for survival.
I’d also point out that some of the overlapping routes, especially in Florida, will lead to consolidation (four flights with fuller planes rather than five from the two separate carriers.) Those surplus aircraft and crew could find themselves expanding into new markets which does create competition against the Big 4. That will ultimately drive down prices in a way that Spirit couldn’t do on its own while also giving the benefit of some of the best service in the industry. Medium-sized markets may find more options on existing destinations or new ones altogether.
If the deal is not approved, Spirit is in a position to try another merger. Depending on the market position of competitors at that point in the future, Spirit may find itself as the lead in that deal as Frontier was in the proposed merger. Spirit was already one of the fastest growing airlines in the US with more than a hundred new A320s on order, it could continue to grow, strengthen and improve its stand-alone position without any adverse effect on travelers.
Conclusion
The Frontier deal is dead, and the JetBlue offer has been accepted, but it’s far from over. What happens now? Lots of lawyers push papers and Spirit and JetBlue continue to compete until there is a definitive “yes” on the deal. For travelers and crews alike, nothing happens right now and possibly ever. Time will tell. Consumers would benefit from a more premium experience but it will most likely cost more.
What do you think? Will the deal go through as written? Will Spirit remain independent after all?
Your title is a bit misleading. Spirit management has agreed to be acquired. Spirit’s shareholders haven’t approved and the Justice Department hasn’t approved either. It’s still far from a done deal.
@Jason – Tell me you didn’t read the article without telling me you didn’t read the article.
I read the whole article.
While you’re more specific in the article and correctly portray what happened in the article, your title, which sets the whole tone and for many is the key takeaway and soundbite, misrepresents what actually happened and can lead to the wrong conclusion.
While you may be clever with how you respond to my post and erroneously deduce whether I’ve read it or not (which I did), words and the way you communicate matter. You’ve simply misrepresented what has happened, which could lead to others who do NOT read the article misunderstanding what happened and drawing vastly incorrect conclusions.
@Jason – The deal has, in fact, been approved by the board. Here’s the first line of the article: “When will JetBlue Airways and Spirit Airlines cease to compete and join together? Not for a while and maybe never.”
Then, I outline that the deal was accepted by the board but “if” it passes hurdles it could still take two years, the carriers are operating independently, then another “if” it’s ever consummated statement.
That’s followed by doubts of regulatory approval, a citing of the current DOJ suit against JetBlue over the NEA, and another three paragraphs about the regulatory hurdles. After that, I discuss the early payment breakup fee in detail and call it “free money” because I doubt the deal will go through. I then discuss the labor unions and how that could be an issue too, especially for flight attendants who do not share the same union representation and another “if” the deal closes statement.
My conclusion reads as follows: “The Frontier deal is dead, and the JetBlue offer has been accepted, but it’s far from over. What happens now? Lots of lawyers push papers and Spirit and JetBlue continue to compete until there is a definitive “yes” on the deal. For travelers and crews alike, nothing happens right now and possibly ever. Time will tell. Consumers would benefit from a more premium experience but it will most likely cost more.”
My question to you is: Did the Spirit board approve the JetBlue offer for acquisition?
I will eat crow and admit when I’m wrong. Yes the Spirit Board approved JetBlue’s offer. So you’re right.
But the Spirit Board also approved Frontier’s offer, and eventually the shareholders voted no. At the time, you could have also written that the offer was approved then.
So it’s been “approved” but in no way is it final, and just because it’s been approved by the Board doesnt mean it’s done. I stand by my initial feeling – it’s not done and this could still be a misleading quote.
Gordon Bethune, the iconic CEO of Continental Airlines and author of “From Worst to First” was quoted in the Wall St. Journal today:
Gordon Bethune, former chief executive of Continental Airlines, said a larger JetBlue would be a more
effective check on the big airlines that dominate the industry.
“If we put Frontier and Spirit together, we just have one big cheap airline,” he said. “The best for the
United States consumer would be JetBlue strengthening.”
It is hard not to agree with him, given his deep experience and gravitas.
I believe I said almost exactly that on this comment section a few weeks ago… let me get my resume ready to apply for CEO of this new combined airline
@HB – First, I love Gordon Bethune and Worst to First is one of the best airline aviation stories ever told. But if you look at his quote, it’s clear that he is interested in what he perceives to be a better experience, “If we put Frontier and Spirit together, we just have one big cheap airline,” he said. “The best for the United States consumer would be JetBlue strengthening.”
Gravitas aside, I would agree with his stattement as it applies to those living in New York and Boston where every destination is accessible and there’s heavy competition for prices on non-stop fares. But looking outside of highly competitive super markets. I think he’d struggled to defend how Pittsburgh-Las Vegas consumers benefit by flying to Boston or JFK first and adding another 90-120 minutes in a layover. A four-hour flight that becomes a 7-8 hour ordeal and risks a missed connection or delay isn’t better for consumers.
Even when the connection is on the way (which it isn’t for most consumers) why do it? For example, when I fly from Pittsburgh to Fort Myers, I choose Spirit because for $50 I can guarantee my upgrade over an airline I have status with (American EXP and United 1K last year) stopping in Charlotte – who wants to spend 4 hours when it can take 2 even at the same price point?
Mr. Bethune is ignoring the vast amount of passengers that another airline CEO and author, Herb Kelleher points out in his own book, Nuts!, that Southwest wasn’t competing with other airlines, it was competing with driving. His point applies here and as the slogan for Air Asia goes “Now, everyone can fly.” A stronger JetBlue is exactly what is needed to drive better service and competitive prices against Delta and American at JFK and LAX, but that is not the market that Spirit serves and there are other domestic travelers beside coastal flyers.
Even accepting connections as a requirement the Big 4 have hubs in the middle of the country whereas JetBlue will be through just the extreme northeast. Does a St. Louis passenger benefit from having a non-stop flight on Spirit to Cancun? Yes. Will that go away under JetBlue – most likely. It will instead be replaced by a connection in Fort Lauderdal or Orlando, does the seat pitch add that much to the experience that makes it worthwhile?
I greatly respect Bethune, and I also think he is speaking from a nostalgic era where he’d like a better product generally. But it’s important to remember that if Spirit and Frontier had merged, it would also be the fifth biggest airline out of about ten in the US. Bigger than JetBlue, bigger than Alaska – both of which have a more full service product than either ULCC. That’s not an insiginificant portion of the market choosing convenience (non-stop flights) and price (remember to include Allegiant as well) over comfort or connections.
I admire what JetBlue has done with Mint, wifi, and holding the line with seat pitch. I think the move to London is excellent and look forward to see JetBlue add more premium service to other near trans-Atlantic destinations. It’s good for some consumers, but it’s not good for the majority of consumers and that’s the part that Bethune has failed to address in the short two-lines you included. Perhaps he has more to say on the matter, I will investigate further.
@HB are you really suggesting someone like Bethune knows more than Kyle?
@MvdS – Mr. Bethune certainly knows more than I do about running an airline. But Jamie Dimon also knows infinitely more about banking than I do but it doesn’t mean he didn’t make a mistake/misjudgment when he valued profitless WeWork at $65bn.
Such a merger would be terrible for the consumers. There are only two real low cost airlines in the US: Spirit and Frontier. You can easily see the effect of one of them working on a certain route on the prices on that route. If you remove one of them and therefore all those routes on which Spirit competes, we will pay hundreds of dollars more for a flight.
If such a merger is approved, then it’s as if there is no consumer protection in this country.
If JetBlue wants to be bigger, they should go about hiring more staff, buying more planes, getting more slots, etc. Nobody stops them from doing that.
But that’s not what JetBlue wants. What it wants is to remove a competitor and then to be able to collude with AA on most of the routes it runs.
“Buying more planes”… buying is the easy part, getting planes delivered from those newly placed orders not so much.
Don’t forget about Allegiant, I’m sure they could fill spirit’s shoes. They have a refreshed fleet and few dozen new planes on order.
I think both Frontier and Allegiant will be the biggest winners here should the DOJ approve this merger.
JetBlue can not match Spirit’s fares their cost are to high. Although some might say JetBlue is a hybrid carrier the reality is their air fares are more closely aligned with Southwest, Delta, United and American than Frontier or Spirit.
Should this deal gain approval JetBlue will acquire Spirit’s aircraft, pilots, flight attendants, debt and more. However the majority of Spirit’s passengers will switch over to Frontier and perhaps even Allegiant because they are not going to pay JetBlue prices.
One last thing is this JetBlue has a “cult” like following if they don’t manage this merger flawlessly and manage their most loyal customers expectations they could loose some of their most loyal customers in the Northeast and Florida to airlines like Delta. We saw this with the Continental/United merger where Delta was able to poach more than a few Continental customers and corporate clients from United in the Northeast. Delta again poached loyal American Airlines customers from that airline during their merger with US Airways. I was reading an article the other day where an individual who claimed to live in the Northeast and loves JetBlue said they loathe the idea of boarding an aircraft painted in JetBlue’s livery only to discover a Spirit interior during boarding. On thing customers don’t have is patience if approved by the DOJ and it is going to take years for Spirit to completely disappear because JetBlue and Spirit couldn’t be more of an unlikely paring.
Personally I wish JetBlue would have taken a different path but if this deal goes through I honestly believe the biggest winners will be Frontier and Allegiant. Also don’t forget Allegiant has 50 Boeing 737 MAX’s on order with deliveries scheduled to begin in 2023 (if I’m not mistaken). If Allegiant can hire and retain enough pilots and flight attendants they could be in a great position to pick up some ex-Spirit passengers who can’t afford to pay JetBlue’s higher fares.
I’ve been thru several corporate consolidations and software implementations. JetBlue needs to start the planning process “now” in order to hit the ground running once approval is granted.
As to bargaining agreements, more money works every time when consolidating unions. If not, threaten a layoff program. Every bargaining agreement I’ve ever seen has a “last hired, first fired” clause The elders of any agreement will ditch the young pup if it means an extra dollar towards their paycheck and pension.
The B6 shareholders just paid over $3 billion, they want to see something for their money!!!
DOJ should figure out how much lower on average spirit airlines fares are compared to legacy. Then they should have that JetBlue continues to have cheapest fares on at least that many % routes for next years as spirit will be % of JetBlue in terms of revenue for 2021.
Basically for at least a few years the low cost competition of spirit should continue. The best we can do as a country however is allow foreign airlines to operate domestic routes.
Hi Kyle, you give a good explanation of what’s going on. I know this question may be premature, but I’ll lob it your way anyhow. What strategy should people who have miles on Sprit and Jet Blue follow in the run-up to this attempted merger? Does it make sense to continue building a miles stockpile on both airlines? Should I prioritize acquiring miles on one of the two carriers? How have people who have frequent flier miles in airlines that merge been treated following other airline mergers?
Spirit has a frequent flyer program? Do they charge you to use your points?
@Ryan – Not only do they have a loyalty program but it’s on par at 50,000 miles/year with most programs 100,000 mile requirement level. https://liveandletsfly.com/spirit-airlines-revamps-loyalty-program-and-status-adds-perks/
I worked for Spirit Airlines for almost 2 years back in the 2007-2009. I know their culture very well. They are definitely low-cost everywhere, even the IT department where I worked. However, they are very successful in that ultra low cost, niche market. I was there when they started charging for checked bags. No frills, just deep discounts. Jetblue wasn’t even considered a competitor. I don’t know that the DOJ is going allow this merger to happen and a lot can happen in 2 years. Does anyone remember AT&T’s attempt to buy T-Mobile a decade ago?