to lead to a Superior Proposal, presently (i) the Spirit Board and its representatives did not believe JetBlues $33.00 per share offer was financially superior to the Proposed Frontier
Transaction and (ii) the Spirit Board needed to understand JetBlues regulatory assessment of a potential combination of JetBlue and Spirit.
On April 8, 2022, JetBlue and Spirit entered into a confidentiality agreement (the Confidentiality Agreement).
On April 9, 2022, Mr. Christie contacted Mr. Hayes to discuss the determination made by the Spirit Board that the March
Proposal could reasonably be likely to lead to a Superior Proposal and that Spirit would facilitate due diligence by JetBlue while the parties discussed JetBlues regulatory assessment of the potential combination.
On April 9, 2022, representatives of Goldman Sachs discussed with representatives of Morgan Stanley and Barclays the plan for Spirit to
share due diligence information with JetBlue and its representatives in parallel with the regulatory assessment of the potential combination of JetBlue and Spirit. Later that day, representatives of Goldman Sachs sent a preliminary due diligence
request list to representatives of Spirits financial advisors, Morgan Stanley and Barclays, which included JetBlues high priority due diligence requests.
Also on April 9, 2022, Spirits General Counsel, a representative of Spirits outside antitrust counsel, Paul, Weiss, Rifkind,
Wharton & Garrison LLP (Paul Weiss), JetBlues General Counsel, and a representative of Shearman & Sterling held a telephone call to discuss a high level overview of JetBlues regulatory assessment of a
potential combination of JetBlue and Spirit.
Over the next ten days, representatives of JetBlue, Spirit, Paul Weiss, Shearman &
Sterling and the economic consultants of JetBlue and Spirit engaged in additional discussions regarding the regulatory assessment of a potential combination of JetBlue and Spirit. During this…