Updated: JetBlue Agrees to Buy Spirit Airlines for $3.8 Billion After Frontier Deal Dies

dopplerd · Mon Jun 27, 2022 9:30 pm

santi319 wrote:
Im shocked that B6 hasn’t brought another offer to the table.. they must be comfortable with their position.

It may not be up to them. Banks that are financing this haven't given a blank check to B6, any increase in their offer would need financing approved.

TYWoolman · Mon Jun 27, 2022 9:31 pm

dopplerd wrote:
TYWoolman wrote:
Perhaps NK shares react favorable to B6 proposals because it may mean an F9 response later on. F9, however, brings more substance and usually good things come to those who wait. B6 will only dismantle NK, just as many posters theorize that the B6 model cannot sustain NK markets. Whatever B6 wants to get rid of is value waiting to be had in a combined F9/NK. That's why B6 wants NK out of the market, and why they can be seen as just a disruptor to the better F9 merger agreement.

NK reacts positively to B6 because it is $33.50 and negatively to F9 because it is worth $26.00. Whatever B6 does to NK is completely irrelevant to any NK investor because they have already been paid out. There is no 4 dimension chess being played here, it is just dollars and perceived risk.

I hear you on that, but no deal has been agreed to as of yet. So it's almost like 4 dimensional chess in that speculating on the likelihood what B6 may do with NK assets for the "paid out" money is telling on what F9 itself can retain, comparatively (what would then be a missed opportunity.) And it can be said then that the "paid out" value may be worth less than if those same assets were under the combined ULCC model (F9/NK), which is more resilient to weather the upcoming storms out there. Being enticed by a cash-out price may really be just an illusion.

Wneast · Mon Jun 27, 2022 9:31 pm

dopplerd wrote:
santi319 wrote:
Im shocked that B6 hasn’t brought another offer to the table.. they must be comfortable with their position.

It may not be up to them. Banks that are financing this haven't given a blank check to B6, any increase in their offer would need financing approved.

Give it 24 hours or less.

TYWoolman · Mon Jun 27, 2022 9:33 pm

santi319 wrote:
Im shocked that B6 hasn’t brought another offer to the table.. they must be comfortable with their position.

It's how they operate. Educate with a shock and awe and then, by the way, here's a little extra!

Midwestindy · Mon Jun 27, 2022 9:45 pm

https://otp.investis.com/clients/us/jet ... wsid=84050

"JetBlue Modifies Superior Offer After Consultation with Shareholders"

TYWoolman · Mon Jun 27, 2022 9:45 pm

Also no counteroffer as of yet could mean they are waiting for just enough time to be able to drive home the bid but with as little time for F9 to adequately respond.

Wneast · Mon Jun 27, 2022 9:57 pm

TYWoolman wrote:
Also no counteroffer as of yet could mean they are waiting for just enough time to be able to drive home the bid but with as little time for F9 to adequately respond.

I’m guessing you typed that before they just update their bid.

FARmd90 · Mon Jun 27, 2022 9:58 pm

TYWoolman wrote:
Also no counteroffer as of yet could mean they are waiting for just enough time to be able to drive home the bid but with as little time for F9 to adequately respond.

https://blueir.investproductions.com/in ... -224119245

New offer from B6. $400 million break up fee now and pre payment of $2.50/share

rj777 · Mon Jun 27, 2022 10:01 pm

Man, this is going to be a tug of war all the way up to the shareholders' meeting!

TYWoolman · Mon Jun 27, 2022 10:06 pm

This is quite exciting. Still time for an F9 counter. B6's counter is brilliant (as usual) but has no long-term value component, but does recognize the increased regulatory hurdle via better breakup fee but imo fails to adequately mitigate that overall risk compared to F9.

TYWoolman · Mon Jun 27, 2022 10:07 pm

Wneast wrote:
TYWoolman wrote:
Also no counteroffer as of yet could mean they are waiting for just enough time to be able to drive home the bid but with as little time for F9 to adequately respond.

I’m guessing you typed that before they just update their bid.

Yes, I did. But there is actually time for F9 response, if they are able to.

VS4ever · Mon Jun 27, 2022 10:08 pm

Midwestindy wrote:
https://otp.investis.com/clients/us/jetblue_airways/usn/usnews-story.aspx?cid=981&newsid=84050

"JetBlue Modifies Superior Offer After Consultation with Shareholders"

Increased accelerated prepayment to $2.50 per share, structured as a cash dividend to Spirit shareholders promptly following the Spirit shareholder vote approving the combination between Spirit and JetBlue (subject to CARES Act limitations).

Enhanced reverse break-up feeof $400 million payable to Spirit in the unlikely event the transaction is not consummated for antitrust reasons.

Addition of a ticking fee mechanism, which would provide shareholders with a monthly prepayment of $0.10 per share between January 2023 and the consummation or termination of the transaction. This represents an estimated aggregate ticking fee of up to $1.80 per share, of which the first $1.15 per share in payments will offset the reverse break-up fee or the merger consideration. Any payments in excess of the $1.15 per share will be incremental to the total purchase price of $33.50 or the reverse break-up fee. This increases the total transaction consideration to up to $34.15 per share in the event the transaction is consummated and total downside protection to $4.30 per share, or approximately $470 million in the aggregate, in the event the transaction is terminated.

Note the language. After consultation with shareholders, I don't think they have used that officially before. But it appears they have gone for the jugular and getting the shareholders to tip their hand on what they actually want out of the the B6 deal. Now of course F9 could do the same. But this change in language 72 hours before the official vote is frankly telling that they were close to what the shareholders were looking to get out of the deal. Your move F9, but the maneuvering is getting limited now. Reminds me, i need to go to the store and stock up on popcorn, prices will be much higher on Wednesday in preparation for the vote on Thursday.

heretothere · Mon Jun 27, 2022 10:12 pm

If I had to guess what happens next, I bet F9 adds a similar ticking fee mechanism, but doesn’t change their cash per share and termination fee amounts. Then we see if it’s enough to pass on Thursday.

SoCalFlyer · Mon Jun 27, 2022 10:53 pm

https://www.cnbc.com/2022/06/27/jetblue ... &fs=e&s=cl

So, the way JetBlue is talking, it seems they’re now dealing direct with the shareholders 1 on 1 and the shareholders have told them what they need, and JetBlue is giving it to them.

fastmover · Mon Jun 27, 2022 11:01 pm

SoCalFlyer wrote:
https://www.cnbc.com/2022/06/27/jetblue-ups-offer-for-spirit-airlines-ahead-of-shareholder-vote.html?fbclid=IwAR2PPjlONH0SyecmLF6OrSqrPszkSoD6Hx81wHW4jYH0xs6WhZg9jU1DAgo&fs=e&s=cl

So, the way JetBlue is talking, it seems they’re now dealing direct with the shareholders 1 on 1 and the shareholders have told them what they need, and JetBlue is giving it to them.

That’s exactly what it seems like. Obviously the spirit BOD is just a hard no and apparently won’t go for anything blue.

JetBlue basically said you will get your money one way or another. Now it’s up to them if they buy the f9 idea of hey you will make tons of money off this…..in the future.

sxf24 · Mon Jun 27, 2022 11:10 pm

santi319 wrote:
Im shocked that B6 hasn’t brought another offer to the table.. they must be comfortable with their position.

Or they can’t afford to offer more.

TYWoolman · Mon Jun 27, 2022 11:14 pm

Both sides are saying they've talked to shareholders though, probably in an attempt to "get on the bandwagon" so to speak. Wonder what ISS and Glass have to say now.

fastmover · Mon Jun 27, 2022 11:14 pm

sxf24 wrote:
santi319 wrote:
Im shocked that B6 hasn’t brought another offer to the table.. they must be comfortable with their position.

Or they can’t afford to offer more.

Or there is a point where the deal is just not worth it.

TYWoolman · Mon Jun 27, 2022 11:20 pm

fastmover wrote:
sxf24 wrote:
santi319 wrote:
Im shocked that B6 hasn’t brought another offer to the table.. they must be comfortable with their position.

Or they can’t afford to offer more.

Or there is a point where the deal is just not worth it.

B6 brought another offer to the table.

tlecam · Mon Jun 27, 2022 11:20 pm

B6, NK and F9 are all talking to the (institutional) shareholders and the shareholders are talking to each other.

TYWoolman · Mon Jun 27, 2022 11:24 pm

heretothere wrote:
If I had to guess what happens next, I bet F9 adds a similar ticking fee mechanism, but doesn’t change their cash per share and termination fee amounts. Then we see if it’s enough to pass on Thursday.

I think F9 needs to do more on everything, especially since B6 can change there offer the day of vote just enought to put doubt in F9 deal.

TYWoolman · Mon Jun 27, 2022 11:31 pm

tlecam wrote:
B6, NK and F9 are all talking to the (institutional) shareholders and the shareholders are talking to each other.

For the institutional shareholder, reverse termination fee is vital imo given the regulatory arguments brought. But would the risk of going with B6 outweigh the reputation damage should the deal not be consummated? After the much publicity on this, I would think they go the safe route with F9.

tlecam · Mon Jun 27, 2022 11:52 pm

TYWoolman wrote:
tlecam wrote:
B6, NK and F9 are all talking to the (institutional) shareholders and the shareholders are talking to each other.

For the institutional shareholder, reverse termination fee is vital imo given the regulatory arguments brought. But would the risk of going with B6 outweigh the reputation damage should the deal not be consummated? After the much publicity on this, I would think they go the safe route with F9.

Whose reputation are you referring to? And with whom is it damaged?

dopplerd · Tue Jun 28, 2022 1:45 am

TYWoolman wrote:
tlecam wrote:
B6, NK and F9 are all talking to the (institutional) shareholders and the shareholders are talking to each other.

For the institutional shareholder, reverse termination fee is vital imo given the regulatory arguments brought. But would the risk of going with B6 outweigh the reputation damage should the deal not be consummated? After the much publicity on this, I would think they go the safe route with F9.

Have you heard what NK's current reputation is? If one percent of the Spirit passengers could identify both of the airlines vying to buy the airline they are flying on I would be shocked. There is zero reputational risk to NK to have this deal get torpedoed and walk away with $400M.

ikramerica · Tue Jun 28, 2022 1:58 am

Not every shareholder wants to realize gains immediately.

I know I have been burned by some acquisitions where I got money I didn’t want to pay taxes on (higher bracket, surtaxes) and then had less to reinvest when I would have been happier to have the new stock.

Shanasta · Tue Jun 28, 2022 2:11 am

ikramerica wrote:
Not every shareholder wants to realize gains immediately.

I know I have been burned by some acquisitions where I got money I didn’t want to pay taxes on (higher bracket, surtaxes) and then had less to reinvest when I would have been happier to have the new stock.

Exactly. The word is it's 55/45 towards retaining stock and F9's deal. But that was before the B6 counter offer. It might be a strait-up draw, now.

fastmover · Tue Jun 28, 2022 2:13 am

Shanasta wrote:
ikramerica wrote:
Not every shareholder wants to realize gains immediately.

I know I have been burned by some acquisitions where I got money I didn’t want to pay taxes on (higher bracket, surtaxes) and then had less to reinvest when I would have been happier to have the new stock.

Exactly. The word is it's 55/45 towards retaining stock and F9's deal. But that was before the B6 counter offer. It might be a strait-up draw, now.

Word from who?

dopplerd · Tue Jun 28, 2022 2:27 am

ikramerica wrote:
Not every shareholder wants to realize gains immediately.

I know I have been burned by some acquisitions where I got money I didn’t want to pay taxes on (higher bracket, surtaxes) and then had less to reinvest when I would have been happier to have the new stock.

You bring up an interesting consideration. I had assumed the payout would be able to be reinvested in another stock without generating a tax liability but I'm now realizing that was just an assumption. Does anyone know how tax liability works around the JetBlue cash offer?

sxf24 · Tue Jun 28, 2022 2:42 am

dopplerd wrote:
ikramerica wrote:
Not every shareholder wants to realize gains immediately.

I know I have been burned by some acquisitions where I got money I didn’t want to pay taxes on (higher bracket, surtaxes) and then had less to reinvest when I would have been happier to have the new stock.

You bring up an interesting consideration. I had assumed the payout would be able to be reinvested in another stock without generating a tax liability but I'm now realizing that was just an assumption. Does anyone know how tax liability works around the JetBlue cash offer?

Basically, you recognize capital gains and losses on sale. Capital gains are taxed and a portion of losses can be used to reduce tax liability. There are complicated details.

Each investor will have different objectives.

TYWoolman · Tue Jun 28, 2022 2:59 am

tlecam wrote:
TYWoolman wrote:
tlecam wrote:
B6, NK and F9 are all talking to the (institutional) shareholders and the shareholders are talking to each other.

For the institutional shareholder, reverse termination fee is vital imo given the regulatory arguments brought. But would the risk of going with B6 outweigh the reputation damage should the deal not be consummated? After the much publicity on this, I would think they go the safe route with F9.

Whose reputation are you referring to? And with whom is it damaged?

An institutional investment firm's reputation damaged with their client's trust on making sound judgements for them. Recommending a comparatively risky regulatory push with B6 may be deemed irresponsible given the safer F9 option.

roberthuss · Tue Jun 28, 2022 7:57 am

Shanasta wrote:
ikramerica wrote:
Not every shareholder wants to realize gains immediately.

I know I have been burned by some acquisitions where I got money I didn’t want to pay taxes on (higher bracket, surtaxes) and then had less to reinvest when I would have been happier to have the new stock.

Exactly. The word is it's 55/45 towards retaining stock and F9's deal. But that was before the B6 counter offer. It might be a strait-up draw, now.

Not sure where you heard that, because the reason they pushed back the original shareholder vote was because they knew the vote was not going in their favor. It still isn’t likely to. Especially with the recent developments.

TYWoolman · Tue Jun 28, 2022 9:30 am

Either shareholders think jetBlue can pass regulatory hurdles or they don't. If shareholders are in any doubt B6 can get approval, the spread between F9 and B6 is not THAT fantastic to warrant risking stagnation for the next two years waiting for regulatory approval that may never come. In essence, B6 cannot buy regulatory approval. B6 may litigate proposed DOJ remedies, get denied altogether or divest prime assets that would have been proven much more lucrative to shareholder value in an F9 deal, which at that point would have been missed opportunity. In addition, I do not see how in good conscience institutional investment firms would go ahead dismantling a partnership that would bring synergy and organic growth that only an F9/NK deal can bring. B6's moves seem a bit desperate to latch onto the debt-ladened investor wanting to sell who is easily spooked by doom and gloom scenarios ahead. ISS and Glass Lewis support is telling when they see the beneficial component of an upside stake.

Midwestindy · Tue Jun 28, 2022 11:03 am

F9 just put a 10 page doc calling out B6, and boy it is hostile.....

https://ir.flyfrontier.com/node/8166/pdf

sxf24 · Tue Jun 28, 2022 11:34 am

Midwestindy wrote:
F9 just put a 10 page doc calling out B6, and boy it is hostile.....

https://ir.flyfrontier.com/node/8166/pdf

The document is pretty brutal, in part because it uses B6’s own words and data to attack it.

I found this line particularly cutting: “Name-calling, and accusing those who disagree with you as not even fit to do their jobs, is not “Inspiring Humanity.” Nor is it particularly wise, or engendering of good will, or a course of action that makes JetBlue’s claims and arguments seem particularly credible.”

Midwestindy · Tue Jun 28, 2022 11:40 am

TIG Advisors owner of 2M shares(<2%) says they will vote against the F9 merger.

https://www.businesswire.com/news/home/ ... p-Holdings

Wneast · Tue Jun 28, 2022 12:18 pm

Midwestindy wrote:
TIG Advisors owner of 2M shares(<2%) says they will vote against the F9 merger.

https://www.businesswire.com/news/home/ ... p-Holdings

I would imagine this won’t be it more will start rolling in oh maybe they wait tell the day of the vote.

FlyinRabbit88 · Tue Jun 28, 2022 12:32 pm

This quote is pretty telling….

“The Board’s self-serving actions and failure to accept JetBlue’s $33.50 per share offer is preventing shareholders from receiving superior value.“

Makes ya only wonder what some of the major players are saying privately, especially before the vote.

fastmover · Tue Jun 28, 2022 12:32 pm

Midwestindy wrote:
TIG Advisors owner of 2M shares(<2%) says they will vote against the F9 merger.

https://www.businesswire.com/news/home/ ... p-Holdings

Probably what JetBlue was getting at when they said they talked with shareholders. I assume they were like what will it take and here we are. I would assume this won’t be the last group to make it public.

Now can spirit delay the vote again?

Runway765 · Tue Jun 28, 2022 12:34 pm

Ugh, I can’t wait for this to be over.

F9/NK is better for the consumer, and I hope the DOJ takes that into account.

fastmover · Tue Jun 28, 2022 12:38 pm

sxf24 wrote:
Midwestindy wrote:
F9 just put a 10 page doc calling out B6, and boy it is hostile.....

https://ir.flyfrontier.com/node/8166/pdf

The document is pretty brutal, in part because it uses B6’s own words and data to attack it.

I found this line particularly cutting: “Name-calling, and accusing those who disagree with you as not even fit to do their jobs, is not “Inspiring Humanity.” Nor is it particularly wise, or engendering of good will, or a course of action that makes JetBlue’s claims and arguments seem particularly credible.”

That’s nice PR but there is negotiations in good faith and than there is playing games. Are we going to move the vote again?

Here is what the TIG advisors said.

We firmly believe that if, as shareholders, we must wait for a transaction to be consummated following a lengthy regulatory process, we are much better off waiting alongside JetBlue, which is willing to compensate us along the way. The Board’s self-serving actions and failure to accept JetBlue’s $33.50 per share offer is preventing shareholders from receiving superior value.

fastmover · Tue Jun 28, 2022 12:39 pm

Runway765 wrote:
Ugh, I can’t wait for this to be over.

F9/NK is better for the consumer, and I hope the DOJ takes that into account.

That is not necessarily true.

tlecam · Tue Jun 28, 2022 12:39 pm

TYWoolman wrote:
tlecam wrote:
TYWoolman wrote:

For the institutional shareholder, reverse termination fee is vital imo given the regulatory arguments brought. But would the risk of going with B6 outweigh the reputation damage should the deal not be consummated? After the much publicity on this, I would think they go the safe route with F9.

Whose reputation are you referring to? And with whom is it damaged?

An institutional investment firm's reputation damaged with their client's trust on making sound judgements for them. Recommending a comparatively risky regulatory push with B6 may be deemed irresponsible given the safer F9 option.

But what is the trigger for their reputation damage? The merged operations fail? Stock price lags? Company goes to Ch. 7?

Reputational damage for the institutional investor is unlikely to implausible. It’s difficult to impossible to tie any poor performance directly to the deal itself. It’s highly unlikely that an institutional investor is on an island by itself; they tend to vote in groups and it’s not uncommon to see most of the institutional investors on one side or the other. And the impact of one security on its portfolio will be heavily muted.

tlecam · Tue Jun 28, 2022 12:43 pm

Midwestindy wrote:
F9 just put a 10 page doc calling out B6, and boy it is hostile.....

https://ir.flyfrontier.com/node/8166/pdf

I’m assuming the intended audience of this is investors. F9 needs to stay disciplined; it makes excellent points in the document but the tone starts to sound like whining/temper tantrum. That will rub the investors the wrong way, as much as I understand their frustration.

Runway765 · Tue Jun 28, 2022 12:48 pm

fastmover wrote:
Runway765 wrote:
Ugh, I can’t wait for this to be over.

F9/NK is better for the consumer, and I hope the DOJ takes that into account.

That is not necessarily true.

How so?

And how are people so convinced B6/NK is going to pass the DOJ sniff test? It’s clear what B6’s motives are here.

fastmover · Tue Jun 28, 2022 12:51 pm

tlecam wrote:
TYWoolman wrote:
tlecam wrote:

Whose reputation are you referring to? And with whom is it damaged?

An institutional investment firm's reputation damaged with their client's trust on making sound judgements for them. Recommending a comparatively risky regulatory push with B6 may be deemed irresponsible given the safer F9 option.

But what is the trigger for their reputation damage? The merged operations fail? Stock price lags? Company goes to Ch. 7?

Reputational damage for the institutional investor is unlikely to implausible. It’s difficult to impossible to tie any poor performance directly to the deal itself. It’s highly unlikely that an institutional investor is on an island by itself; they tend to vote in groups and it’s not uncommon to see most of the institutional investors on one side or the other. And the impact of one security on its portfolio will be heavily muted.

The poster is very much in favor of the f9 merger and very against b6. I’m not sure you will get the kind of discussion you are asking for it’s more of an anything against b6 will do. (Respectfully)

We all need to take emotion and my team is better or ulcc is the super way of the future out of this.

What we have now are two boards making a case that their offer is better. The big institutions will pick and the one they pick will be the one they think will make them the most money. No more no less.

fastmover · Tue Jun 28, 2022 12:53 pm

Runway765 wrote:
fastmover wrote:
Runway765 wrote:
Ugh, I can’t wait for this to be over.

F9/NK is better for the consumer, and I hope the DOJ takes that into account.

That is not necessarily true.

How so?

And how are people so convinced B6/NK is going to pass the DOJ sniff test? It’s clear what B6’s motives are here.

What are they?

It might pass it might not. But there is no guarantee that if you eliminate spirits biggest rival that it will be better for consumers.

Runway765 · Tue Jun 28, 2022 1:01 pm

fastmover wrote:
Runway765 wrote:
fastmover wrote:

That is not necessarily true.

How so?

And how are people so convinced B6/NK is going to pass the DOJ sniff test? It’s clear what B6’s motives are here.

What are they?

It might pass it might not. But there is no guarantee that if you eliminate spirits biggest rival that it will be better for consumers.

I’d rather take my chances with a bulked up ULCC that can better take on and put pressure on the US3 and WN over B6 which has a proven track record of NOT expanding in any meaningful way outside the Northeast/Florida and is just buying NK for planes and employees.

Why didn’t B6 go for NK sooner if they are so interested in them? It’s clear they are afraid of a combined F9/NK.

11C · Tue Jun 28, 2022 1:10 pm

Runway765 wrote:
fastmover wrote:
Runway765 wrote:
Ugh, I can’t wait for this to be over.

F9/NK is better for the consumer, and I hope the DOJ takes that into account.

That is not necessarily true.

How so?

And how are people so convinced B6/NK is going to pass the DOJ sniff test? It’s clear what B6’s motives are here.

I think their motives have been stated pretty clearly. The want to grow in order to compete against the industry behemoths (all of whom benefited from their own M&A activities). What’s best for consumers is a vague, subjective measure that is tossed around indiscriminately. A 321 stuffed with angry people, with no legroom, no amenities, and hostile service is what the industry needs? Not for my dollar.

sxf24 · Tue Jun 28, 2022 1:12 pm

fastmover wrote:
sxf24 wrote:
Midwestindy wrote:
F9 just put a 10 page doc calling out B6, and boy it is hostile.....

https://ir.flyfrontier.com/node/8166/pdf

The document is pretty brutal, in part because it uses B6’s own words and data to attack it.

I found this line particularly cutting: “Name-calling, and accusing those who disagree with you as not even fit to do their jobs, is not “Inspiring Humanity.” Nor is it particularly wise, or engendering of good will, or a course of action that makes JetBlue’s claims and arguments seem particularly credible.”

That’s nice PR but there is negotiations in good faith and than there is playing games. Are we going to move the vote again?

Here is what the TIG advisors said.

We firmly believe that if, as shareholders, we must wait for a transaction to be consummated following a lengthy regulatory process, we are much better off waiting alongside JetBlue, which is willing to compensate us along the way. The Board’s self-serving actions and failure to accept JetBlue’s $33.50 per share offer is preventing shareholders from receiving superior value.

There is nothing to indicate or prove that negotiations have not been conducted in good faith. While B6, and some investors, believe their offer is superior because of the higher dollar value, NK has a legally-sound argument for why F9’s offer is superior.

Using words like “self-serving” to question the actions of NK’s board is dangerous because there is no proof, only hurt feelings that B6’s offer is not being supported.

B6’s management had a valid strategy and we’re smart to pursue the merger. In my opinion, they’ve been outplayed and are reacting immaturely. Shareholders will decide and I would expect it to be close based on varying preferences.

sxf24 · Tue Jun 28, 2022 1:15 pm

11C wrote:
Runway765 wrote:
fastmover wrote:

That is not necessarily true.

How so?

And how are people so convinced B6/NK is going to pass the DOJ sniff test? It’s clear what B6’s motives are here.

I think their motives have been stated pretty clearly. The want to grow in order to compete against the industry behemoths (all of whom benefited from their own M&A activities). What’s best for consumers is a vague, subjective measure that is tossed around indiscriminately. A 321 stuffed with angry people, with no legroom, no amenities, and hostile service is what the industry needs? Not for my dollar.

The US Government has established a clear standard for consumer benefit: more capacity and lower fares from airlines that are able to reliably deliver the service. A superior product at a higher cost and lower capacity has historically not carried weight.

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