JetBlue Airways has agreed to buy Spirit Airlines for $3.8 billion and create the nation’s fifth-largest airline if the deal can win approval from antitrust regulators.

JetBlue’s case for regulatory approval rests on two main arguments: That its size makes it better positioned to force bigger airlines to reduce fares; and that it has already volunteered to give up Spirit gates and takeoff and landing slots at key airports in New York, Boston and Florida.

Shares of Spirit, based in Miramar, Florida, rose 4% in midday trading Thursday, to $25.31, still below the price that JetBlue is offering.

JetBlue shares slipped 2%, and Frontier — seen as benefitting if Spirit disappears as a discount competitor — jumped 19%.

JetBlue said Thursday that it would pay $33.50 per share in cash for Spirit, including a prepayment of $2.50 per share in cash payable once Spirit stockholders approve the transaction.

If the deal doesn’t close due to antitrust reasons, JetBlue will pay Spirit a reverse break-up fee of $70 million and pay Spirit shareholders $400 million, minus any amounts paid to the shareholders prior to termination.

Spirit and Frontier announced their plan to merge in February, and Spirit’s board stood by that deal even after JetBlue made a higher-priced offer in April.

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