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Federal Judge Blocks JetBlue-Spirit Merger; Disney Names Board Candidates

Paul Ausick

Published: January 17, 2024 9:55 am

The U.S. Department of Justice prevailed in a lawsuit to stop the merger of two low-cost airlines, while the House of Mouse nominated its slate of 12 candidates for its board of directors.

Airline merger blocked

A federal judge on Tuesday blocked the proposed $3.8 billion merger between JetBlue Airways Corp. (NASDAQ: JBLU) and Spirit Airlines Inc. (NASDAQ: SAVE), citing anti-competitiveness concerns leading ultimately to higher fares. The ruling ends the deal that was first announced in July 2022.

The merger was supposed to close in the first half of 2023, but the U.S. Justice Department filed suit last March to stop the merger. When  the suit was filed, Attorney General Merrick Garland said the deal would “limit choices and drive up ticket prices for passengers across the country” and “eliminate Spirit’s unique and disruptive role in the industry.”

JetBlue is now on the hook for a break-up fee of $400 million to shareholders plus $70 million in costs to Spirit.

After two failed merger attempts, one with Frontier and the other with Virgin America, JetBlue CEO Robin Hayes went after Spirit. Hayes resigned last week and Joanna Geraghty, a JetBlue veteran, will take over next month.

Spirit stock dropped nearly 48% on Tuesday and traded down by an additional 20% in Wednesday’s premarket session. JetBlue stock gained 4.5% Tuesday, but traded down slightly Wednesday morning.

Disney names 12 board candidates

The Walt Disney Co. (NYSE: DIS) has filed a preliminary proxy statement naming 12 candidates for election to the company’s board at the 2024 annual shareholders’ meeting. No date has been chosen yet, but the meeting will be virtual.

In a letter to shareholders that is part of the proxy filing, CEO Robert Iger recommends that shareholders vote against two candidates put forward by Trian Management: Nelson Peltz and James Rasulo. Peltz is the head of Trian and Rasulo was formerly Disney’s chief financial officer.

Disney is also fighting a slate of three candidates proposed by the Blackwells Group: Craig Hatkoff, Jessica Schell and Leah Solivan. Hatkoff is a co-founder (with former wife Jane Rosenthal and actor Robert DeNiro) of the Tribeca Film Festival. Schell has held executive positions with Warner Bros. and Universal Pictures. Solivan is the former CEO of TaskRabbit and is currently a general partner at venture firm Fuel Capital.

The slate put forward by Disney:

• Mary T. Barra: Chair and CEO, General Motors
• Safra A. Catz: Oracle CEO
• Amy L. Chang: Formerly a senior executive at Cisco Systems and Google and a current director of Procter & Gamble
• D. Jeremy Darroch: Executive chair and former CEO at Sky
• Carolyn N. Everson: Formerly senior executive at Instacart, Meta Platforms and Microsoft, and a current director of Coca-Cola and Under Armour
• Michael B.G. Froman: President of the Council on Foreign Relations and former Vice Chairman and President, Strategic Growth at Mastercard
• James P. Gorman: Chair and CEO, Morgan Stanley
• Robert A. Iger: CEO of Walt Disney
• Maria Elena Lagomasino: CEO and Managing Partner of WE Family Offices; former senior executive at JP Morgan Private Bank and Chase Manhattan Bank and a current director of Coca-Cola
• Calvin R. McDonald: CEO of Lululemon Athletica
• Mark G. Parker: Executive chair, Nike, and Disney chair
• Derica W. Rice: Formerly a senior executive at CVS Health and Eli Lilly, and a current director of Carlyle Group, Bristol-Myers Squibb and Target