TIG Advisors Sends Letter to Spirit Airlines Board Regarding its Intention to Vote “AGAINST” Proposed Merger with Frontier Group Holdings

Believes Merger with JetBlue is the Far Superior Outcome for Spirit Shareholders Due to All-Cash Bid Eliminating Execution Risk and Maximizing Certainty of Value

TIG Advisors, LLC, an investment adviser which owns approximately 2 million shares of Spirit Airlines, Inc. (NYSE: SAVE) (“Spirit” or the “Company”) as of the Company’s Record Date, today sent a letter to the Spirit Board of Directors regarding its intention to vote “AGAINST” the Company’s proposed merger agreement with Frontier Group Holdings, Inc. at the Company’s Special Meeting of Stockholders to be held on June 30, 2022.

The full text of the letter follows.

June 28, 2022

The Board of Directors

Spirit Airlines, Inc.

2800 Executive Way #6542

Miramar, FL 33025

Dear Members of the Board,

TIG Advisors, LLC and its affiliates collectively hold approximately 2 million shares of Spirit Airlines, Inc. (NYSE: SAVE) (“Spirit” or the “Company”) as of the Company’s Record Date. We are writing to the Board of Directors (the “Board”) to share our views on the ongoing sales process involving Frontier Group Holdings, Inc. (NASDAQ: ULCC) (“Frontier”) and JetBlue Airways Corp. (NASDAQ: JBLU) (“JetBlue”). We plan to vote “AGAINST” the proposed Frontier transaction.

As the facts stand today, we believe JetBlue’s acquisition proposal is the far superior outcome for Spirit and its shareholders, given its all-cash bid eliminates execution risk and maximizes certainty of value.

JetBlue has made its commitment clear, compensating Spirit shareholders with $470 million in the form of an upfront payment and a ticking fee. And yet, to shareholders’ detriment, the Board has continued to favor a Frontier transaction, recommending shareholders accept a bid that relies entirely on Frontier’s ability to massively improve its stock price while integrating a complex airline merger in a very risky macro environment.

The Board is being rather cavalier to assume that Frontier’s stock will appreciate by 80% to equal the JetBlue offer of $33.50 per share. Worse still, Spirit shareholders have an opportunity more easily participate in an airline recovery without being tied up in the complex Frontier deal scenario.

JetBlue is paying shareholders up to $4.30 per share in cash before the deal even closes, roughly 20% of Spirit’s standalone value based on the Company’s stock price before Frontier made its very first bid.

Spirit has relentlessly pressured the market to believe that a JetBlue merger has no chance of receiving antitrust approval. The reality is that both potential transactions face rigorous antitrust reviews, and drawing a conclusion around a regulatory ruling is difficult to predict generally, and even more difficult to predict when the ruling is a year away.

We firmly believe that if, as shareholders, we must wait for a transaction to be consummated following a lengthy regulatory process, we are much better off waiting alongside JetBlue, which is willing to compensate us along the way. The Board’s self-serving actions and failure to accept JetBlue’s $33.50 per share offer is preventing shareholders from receiving superior value.

Regards,

Drew Figdor

Portfolio Manager

Who is TIG Advisors?

TIG Advisors is an investment advisor based in New York City with approximately eight billion in assets, representing a diverse range of investment strategies primarily for institutional investors, including pension funds, life insurance companies and others. Our Firm, founded in 1980, has long held a goal of working constructively with management teams to help identify, surface, and capture value that may not be otherwise apparent to the marketplace.

TIG Advisors believes in three key governance principles as it relates to the conduct of the boards of the companies that we invest in:

• Accountability and Engagement – the board holds itself accountable to stockholders and maintains an active and responsive engagement process with its stockholders. Effective engagement includes actively soliciting stockholder views on significant matters that impact long-term stockholder value and being responsive to the expressed views of stockholders.
• Transparency – the board maintains a transparent strategic and decision-making process, open to scrutiny from stockholders. The board should provide timely and complete information to stockholders to allow them to evaluate board decisions and make informed voting and investment decisions.
• Independence and Alignment – board members are independent enough to diligently supervise management, ensuring that they act in the interests of stockholders. Boards should have effective, aligned and independent leadership that is focused on preserving and enhancing stockholder value on a time and risk-adjusted basis.

About TIG Advisors, LLC

TIG has a strong track record of identifying uncorrelated investment opportunities in both public and private markets, and utilizing its longstanding operating platform to generate attractive, risk-adjusted returns for investors. For more information, please visit https://www.tigfunds.com/.

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