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Justice Department sues to block JetBlue’s acquisition of Spirit Airlines

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A JetBlue Airways Airbus A320, left, passes a Spirit Airlines Airbus A320 as it taxis on the runway, Thursday, July 7, 2022, at the Fort Lauderdale-Hollywood International Airport in Fort Lauderdale, Fla.
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Wilfredo Lee | AP

The Justice Department on Tuesday sued to block JetBlue Airways‘ $3.8 billion proposed takeover of budget carrier Spirit Airlines, the Biden administration’s latest attempt to prevent industry consolidation.
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Spirit Airlines agreed to sell itself to JetBlue last summer after a long battle for the carrier between JetBlue and Frontier Airlines. New York-based JetBlue’s acquisition of Spirit faced a high hurdle with regulators from the start, and the airline on Monday said it expected DOJ action this week.

JetBlue’s takeover of Spirit would create the fifth-largest airline in the country and also eliminate Florida-based Spirit, with its business model of rock-bottom fares and fees for everything from carry-on baggage to seat assignments.

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“JetBlue’s plan would eliminate the unique competition that Spirit provides—and about half of all ultra-low-cost airline seats in the industry—and leave tens of millions of travelers to face higher fares and fewer options,” the Justice Department said in its complaint, filed in a Massachusetts court on Tuesday. “Spirit itself put it simply: ‘A JetBlue acquisition of Spirit will have lasting negative impacts on consumers.’”

At a Tuesday press conference, Attorney General Merrick Garland underscored that the merger would be particularly harmful for “working and middle class Americans who travel for personal rather than business reasons and must pay their own way.”

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The DOJ cited Spirit’s own internal documents that show that when the airline starts flying a route, average fares fall by 17%.

JetBlue has argued the combination would allow it to better compete with large airlines that dominate the U.S. market. The deal would also give JetBlue access to more Airbus jetliners and pilots, which are both in short supply as travel demand remains strong.

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JetBlue plans to remodel Spirit’s bright-yellow planes with packed-in seats to JetBlue’s, which include seatback screens and more legroom.

“JetBlue competes hard against Spirit, and views it as a serious competitive threat. But instead of continuing that competition, JetBlue now proposes an acquisition that Spirit describes as ‘a high-cost, high-fare airline buying a low-cost, low-fare airline,” the DOJ said.

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New York, Massachusetts and Washington, D.C., also joined the suit.

Merrick Garland, US attorney general, speaks during a news conference at the Department of Justice in Washington, DC, US, on Tuesday, March 7, 2023. The US Justice Department challenged JetBlue Airways Corp.’s $3.8 billion acquisition of Spirit Airlines Inc., filing an antitrust lawsuit seeking to block the deal. 

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Ting Shen | Bloomberg | Getty Images

JetBlue and Spirit said in a joint statement Tuesday that they will “continue to advance our plan to create a compelling national challenger to the Big Four airlines.”

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“We believe the DOJ has got it wrong on the law here and misses the point that this merger will create a national low-fare, high-quality competitor to the Big Four carriers which – thanks to their own DOJ-approved mergers – control about 80% of the U.S. market,” JetBlue CEO Robin Hayes said in a statement.

Spirit CEO Ted Christie said his airline will “vigorously defend” the merger against the DOJ’s suit.

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“Together, we intend to democratize flying for travelers across the country – a goal we believe is worthy of the government’s support,” he said in a statement.

A JetBlue-Spirit combination would be the first major U.S. airline merger since Alaska Airlines’ takeover of Virgin America in 2016. The Justice Department at the time required Alaska to scale back its code share with American Airlines to clear the deal.

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The Justice Department also sued to block American Airlines’ 2013 merger with US Airways but settled, forcing American to sell dozens of gates and slots at congested airports like Washington Reagan National Airport.

The Biden administration has vowed a hard line against deals it considers to be anti-competitive and has sued to block other mergers, such as Penguin Random House’s failed attempt to buy rival publisher Simon & Schuster. Yet the administration has failed to stop several deals, such as one last year in the sugar industry and UnitedHealth’s merger with Change Healthcare.

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The administration has also taken aim at the airline industry after a host of travel disruptions over the past two years, even after carriers received $54 billion in payroll aid to weather the Covid pandemic.

Separately, JetBlue is awaiting a ruling on its Northeast partnership with American Airlines, which the Justice Department sued to undo in 2021.

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—CNBC’s Rebecca Picciotto contributed to this report.



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Russia detains Wall Street Journal reporter, plans to hold him until late May

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An undated ID photo of journalist Evan Gershkovich. – A US reporter for The Wall Street Journal newspaper has been detained in Russia for espionage, Russian news agencies reported Thursday, citing the FSB security services.
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– | Afp | Getty Images

Russian authorities plan to detain an American journalist who works for The Wall Street Journal for two months.
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The reporter, Evan Gershkovich, was detained on suspicion of espionage, according to Russia’s Federal Security Service. Shortly after, a Moscow court ordered Gershkovich’s detention to last until May 29, according to the Journal, which cited local reports.

Gershkovich’s detention escalates already high tensions between the United States and Russia. The U.S. government is spending billions to support Ukraine’s defense against invading Russian forces.

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Officials from the White House and the State Department spoke with the Journal Wednesday night regarding Gershkovich’s detention, according to a statement from White House press secretary Karine Jean-Pierre. The Biden administration has also been in contact with Gershkovich’s family, and the State Department has been in direct contact with the Russian government, Jean-Pierre said.

Secretary of State Antony Blinken said in a statement his agency has been seeking “consular access” to Gershkovich.

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In the strongest possible terms, we condemn the Kremlin’s continued attempts to intimidate, repress, and punish journalists and civil society voices,” Blinken said.

The FSB alleged Gershkovich “was collecting information constituting a state secret about the activities of one of the enterprises of the military-industrial complex of Russia.” Gershkovich pleaded not guilty to espionage charges, according to Russian state news agency Tass. If convicted, Gershkovich could face up to 20 years in prison.

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Daniil Berman, the lawyer of arrested Wall Street Journal reporter Evan Gershkovich, speaks to journalists near the Lefortovsky court, in Moscow, Russia, Thursday, March 30, 2023. Russia’s top security agency says an American reporter for the Wall Street Journal has been arrested on espionage charges. 

Alexander Zemlianichenko | AP

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The Wall Street Journal adamantly denied the charges, adding that it sought “the immediate release of our trusted and dedicated reporter.”

“We stand in solidarity with Evan and his family,” the Journal said.

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Since January 2022, Gershkovich has worked for the Journal in Moscow. Before that, he reported in the country for AFP and The Moscow Times, according to his LinkedIn account. Prior to that he was a news assistant for The New York Times. 

Gershkovich’s most recent article, published Tuesday with a co-byline, was headlined “Russia’s Economy Is Starting to Come Undone.”

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Russia is one of the worst countries in the world for press freedom, according to a 2022 index from Reporters Without Borders, a nonprofit advocacy group. It has gotten worse since Russia launched its invasion of Ukraine in early 2022, according to the organization.

The country’s government has a long history of harassing journalists, including detaining foreigners on spying charges that appear more politically motivated.

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Recently, Russian President Vladimir Putin has overseen a significant crackdown on free speech and political dissent.

Both Blinken and Jean-Pierre stressed the continued importance of heeding the U.S. government’s warning with regards to U.S. citizens residing in or traveling to Russia.

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“U.S. citizens residing or traveling in Russia should depart immediately, as the State Department continues to advise,” Jean-Pierre said.





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Virgin Orbit fails to secure funding, will cease operations and lay off nearly entire workforce

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The company’s 747 jet “Cosmic Girl” releases a LauncherOne rocket in mid-air for the first time during a drop test in July 2019.
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Greg Robinson / Virgin Orbit

Virgin Orbit is ceasing operations “for the foreseeable future” after failing to secure a funding lifeline, CEO Dan Hart told employees during an all-hands meeting Thursday afternoon. The company will layoff nearly all of its workforce.
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“Unfortunately, we’ve not been able to secure the funding to provide a clear path for this company,” Hart said, according to audio of the 5 p.m. ET meeting obtained by CNBC.

“We have no choice but to implement immediate, dramatic and extremely painful changes,” Hart said, audibly choking up on the call. He added this would be “probably the hardest all-hands that we’ve ever done in my life.”

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The company will eliminate all but 100 positions, amounting to about 90% of the workforce, Hart said, noting the layoffs will affect every team and department. In a securities filing, the company said the layoffs constituted 675 positions, or approximately 85%.

“This company, this team — all of you — mean a hell of a lot to me. And I have not, and will not, stop supporting you, whether you’re here on the journey or if you’re elsewhere,” Hart said.

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Virgin Orbit will “provide a severance package for every departing” employee, Hart said, with a cash payment, extension of benefits, and support in finding a new position — with a “direct pipeline” set up with sister company Virgin Galactic for hiring.

Sign up here to receive weekly editions of CNBC’s Investing in Space newsletter.

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Hart has been giving the company’s employees brief daily updates since Monday, when Virgin Orbit delayed a scheduled all-hands meeting at the last minute. Late-stage deal talks had fallen through with a pair of investors over the weekend, but Hart told staff on Monday that “very dynamic” investment discussions were continuing.

Those investor discussions continued this week, with Hart earlier saying leadership would share any updates “as quickly and transparently as we can,” noting that leaking emails “is against company policy,” according to copies of Hart’s emails from Tuesday and Wednesday obtained by CNBC.

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The company this week has been steadily bringing back more of its employees from the operational pause and furlough it began on March 15. It initially resumed some work with a “small team” a week later. Amid the broader pause, Virgin Orbit has been working to finish its investigation into the mid-flight failure of its previous launch, as well as finish preparations on its next rocket.

Shareholders unloaded the stock in extended trading Thursday, with shares selling off more than 40% after the announcement. Virgin Orbit stock closed at 34 cents a share at the end of the regular session, having fallen 82% since the beginning of the year.

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A Virgin Orbit representative did not immediately respond to CNBC’s request for comment.

Sir Richard Branson poses in front of Virgin Orbit’s rocket manufacturing.

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Virgin Orbit

Virgin Orbit developed a system that uses a modified 747 jet to send satellites into space by dropping a rocket from under the aircraft’s wing mid-flight. But the company’s last mission suffered a mid-flight failure, with an issue during the launch causing the rocket to not reach orbit and crash into the ocean.

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The company was among a select few U.S. rocket companies to successfully reach orbit with a privately developed launch vehicle. It has launched six missions since 2020, with four successes and two failures.

It has been looking for new funds for several months, with majority owner Sir Richard Branson unwilling to fund the company further.

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Virgin Orbit was spun out of Branson’s Virgin Galactic in 2017 and counts the billionaire as its largest stakeholder, with 75% ownership. Mubadala, the Emirati sovereign wealth fund, holds the second-largest stake at 18%.

The company previously hired bankruptcy firms to draw up contingency plans in the event it was unable to find a buyer or investor. Branson has first priority over Virgin Orbit’s assets, as the company raised $60 million in debt from the investment arm of Virgin Group.

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On the same day that Hart told employees that Virgin Orbit was pausing operations, its board of directors approved a “golden parachute” severance plan for top executives, in case they are terminated “following a change in control” of the company.

Watch CNBC's full interview with Sir Richard Branson, Virgin Orbit CEO Dan Hart



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Nikola announces a $100 million stock offering

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U.S. Nikola’s logo is pictured at an event held to present CNH’s new full-electric and Hydrogen fuel-cell battery trucks in partnership with U.S. Nikola event in Turin, Italy, December 3, 2019.
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Massimo Pinca | Reuters

Electric heavy-truck maker Nikola said on Thursday that it plans to raise $100 million via a secondary stock offering to the public and — possibly — a private sale of stock to an unnamed investor, if needed.
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The company’s shares were down about 5% in after-hours trading following the news.

Nikola’s plan to raise capital comes in two parts. First, the company said, it will offer up to $100 million worth of stock to the public via a traditional secondary offering, with Citigroup underwriting. Citigroup will have the option to purchase an additional $15 million worth of shares.

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Secondly, Nikola said it has entered into a forward stock purchase agreement with an unnamed investor. If the public offering raises less than $100 million, that investor has agreed to buy the remainder at the public offering price.

Either way, Nikola will raise $100 million before fees, money that it plans to use for working capital and other general purposes.

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Nikola is slowly ramping up production of its electric semitrucks after building just 258 battery-electric trucks in 2022. The company said last month that it expects to build between 250 and 350 of the battery-electric semis in 2023, along with 125 to 150 of its upcoming fuel-cell-powered trucks, set to launch this fall. The fuel-cell trucks will have longer range than the battery-electric versions.

Nikola had $233.4 million in cash and equivalents available as of Dec. 31, down from $315.7 million at the end of September. The company lost $222.1 million in the fourth quarter of 2022.

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