JetBlue and Spirit Call Off Their Merger

JetBlue Airways and Spirit Airlines announced on Monday that they would walk away from their planned $3.8 billion merger after federal antitrust regulators successfully challenged the deal in court. JetBlue said it would pay Spirit $69 million to exit the deal.

A federal judge in Boston blocked the proposed merger on Jan. 16, siding with the Justice Department in determining that the merger would reduce competition in the industry and give airlines more leeway to raise ticket prices. The judge, William G. Young of the U.S. District Court for the District of Massachusetts, noted that Spirit played a vital role in the market as a low-cost carrier and that travelers would have fewer options if JetBlue absorbed it.

“We are proud of the work we did with Spirit to lay out a vision to challenge the status quo, but given the hurdles to closing that remain, we decided together that both airlines’ interests are better served by moving forward independently,” JetBlue’s chief executive, Joanna Geraghty, said in a statement on Monday. “We wish the very best going forward to the entire Spirit team.”

JetBlue and Spirit appealed Judge Young’s decision. JetBlue filed an appellate brief last week arguing that the deal should be allowed to go through.

But in a regulatory filing on Jan. 26, JetBlue said it might terminate the deal. Spirit said in its own filing the same day that it believed “there is no basis for terminating” the agreement.

The merger agreement, which expired on Jan. 28, could have been extended to July 24 if certain conditions were met. But JetBlue suggested in its filing in January that Spirit had not met some of its obligations under the agreement, giving JetBlue the ability to walk away.

As part of the merger agreement, JetBlue agreed to pay Spirit and its shareholders $470 million in fees if the deal was blocked. Some legal experts said JetBlue was potentially positioning itself to dispute the remainder of those fees by terminating the agreement.

Spirit is heavily indebted and last turned a profit before the Covid-19 pandemic. Investors see a merger as a lifeline for the company. Its stock price has lost more than half its value since the ruling blocking the merger.

JetBlue’s stock nudged up on the same news, as investors see the end of the deal as a cost-saving measure.

A merger of the airlines would have given the combined company a bigger share of the market, which is dominated by four carriers — American Airlines, Delta Air Lines, Southwest Airlines and United Airlines.

Alaska Airlines has also announced plans to increase its size. In December, it said it wanted to acquire Hawaiian Airlines for $1.9 billion. That deal, too, is likely to attract the scrutiny of federal antitrust regulators.