Glass Lewis Recognizes Value of Stock Consideration in Frontier Merger

Glass Lewis Notes ‘There are Valid Questions Regarding JetBlue’s Motivations for Making the JetBlue Offer’

Glass Lewis Agrees Frontier Transaction Likely Has an Easier Path to Closing than JetBlue Offer

Spirit Board of Directors Continues to Unanimously Recommend Stockholders Vote FOR the Merger on the WHITE Proxy Card

Special Meeting of Spirit Stockholders to be Held on June 10, 2022

Spirit Airlines, Inc. (“Spirit” or the “Company”) (NYSE: SAVE) today announced that leading independent proxy advisory firm Glass, Lewis & Co. (“Glass Lewis”) has recommended that Spirit stockholders vote FOR the proposed merger with Frontier Group Holdings, Inc. ("Frontier") (NASDAQ: ULCC), parent company of Frontier Airlines, Inc.

“We are pleased that Glass Lewis supports our Board’s unanimous recommendation to vote FOR the merger with Frontier,” said Ted Christie, President and CEO of Spirit. “In its favorable recommendation, Glass Lewis acknowledges the value of the stock consideration in our Frontier merger agreement, which enables Spirit stockholders to participate in the upside of the combined company, as well as post-pandemic recovery in the airline industry. Glass Lewis shares our Board’s view that the Frontier transaction has an easier path to close and provides third party validation that JetBlue may have ulterior motives behind its offer.”

“Everyone wins with a Spirit-Frontier combination – together, we will further democratize air travel for the benefit of consumers, Team Members will gain access to expanded career opportunities, and we will create tremendous long-term value for stockholders. I want to remind all Spirit stockholders that not voting will have the same effect as a vote against the merger. To ensure your vote is counted, vote FOR the transaction on the WHITE card,” continued Mr. Christie.

Highlights from the Glass Lewis Report include:

• “Since the Frontier Merger Consideration primarily comprises equity in Frontier, Spirit shareholders will be able to participate in the potential future upside of the combined company, including the anticipated post-COVID recovery in the airline travel industry.”
• “We also believe there are valid questions regarding JetBlue’s motivations for making the JetBlue Offer, given that Spirit has been a vocal critic of the NEA between JetBlue and American Airlines, and Spirit could be a witness for the DOJ on the matter.”
• “Considering the projected upside in the Company, we can certainly understand the board’s reasoning for seeking stock consideration for the Company’s shareholders in a merger transaction.”
• “Taking the various relevant factors into account, we are inclined to take the view that the Frontier Transaction likely has an easier path to closing than the JetBlue Offer.”
• “We are also encouraged by the recent addition of an antitrust reverse termination fee to the Merger Agreement, as this should provide some added protection to the Company and its shareholders against any potential regulatory risk in the Frontier Transaction.”

Merger Agreement with Frontier

As previously announced, Spirit Airlines, Inc. entered into a merger agreement with Frontier Group Holdings, Inc. on February 5, 2022. The merger is expected to close in the second half of 2022, subject to satisfaction of customary closing conditions, including completion of the regulatory review process and approval by Spirit stockholders. The Spirit Board of Directors unanimously recommends that stockholders vote FORall proposals relating to the transaction with Frontier.

Your Vote Is Important

Spirit has scheduled the Special Meeting of Stockholders (the “Special Meeting”) to approve the proposed merger with Frontier for Friday, June 10, 2022 at 9:00 a.m., Eastern Time. All stockholders of record as of the close of business on May 6, 2022 are entitled to vote at the Special Meeting.

The Spirit Board of Directors strongly recommends you vote FORthe merger. To ensure your vote is counted, vote on the WHITE proxy card today. For more information on how to vote for the merger, please call the Company’s proxy solicitor, Okapi Partners, on their toll-free number 855-208-8903 or email info@okapipartners.com.