Frontier Group Holdings Makes Proposal to Spirit Airlines for Potential Business Combination

Frontier Group Holdings, Inc., the parent company of Frontier Airlines, Inc., has recently disclosed a proposal to Spirit Airlines, Inc. regarding a potential business combination transaction. This was revealed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2025.

The proposal outlines a transaction that involves the issuance of $400 million principal amount of debt by Frontier Group Holdings and 19.0% of the company’s common equity to be distributed to the Holders of Senior Secured Notes, 2025 Convertible Notes, 2026 Convertible Notes, and Existing Interests. This proposal was made following confidential discussions between the companies.

Although preliminary discussions have taken place, no definitive agreement has been reached regarding the structure, value, or terms of the transaction. Frontier Group Holdings stated that there is no assurance that these discussions will lead to a finalized agreement. The company indicated that further comments on the potential transaction with Spirit Airlines will only be made if a definitive agreement is reached or if legally required.

The information presented in the Current Report on Form 8-K is considered non-filed for the purposes of the Securities Exchange Act of 1934 and is not subject to the liabilities of that section. Forward-looking statements included in the report are based on the current expectations and beliefs of Frontier Group Holdings, subject to risks and uncertainties related to the potential transaction with Spirit Airlines.

Frontier Group Holdings provided a cautionary statement regarding forward-looking statements, highlighting that actual results could differ due to various factors concerning the businesses of both parties involved. These factors include uncertainties related to the proposed transaction, regulatory approvals, market conditions, financial obligations, cost savings, and integration risks.

No financial statements were included in the filing. Exhibits attached to the report included letters, presentations, and correspondence exchanged between Frontier Group Holdings, Spirit Airlines, and their respective financial advisors.

Investors and stakeholders are advised to review the full details of the proposal and associated risks in the filing made by Frontier Group Holdings with the Securities and Exchange Commission.

The company also mentioned that it is set to continue with its standalone reorganization plans, focusing on a strategy that aims to position it favorably in the market. Subsequent updates will be provided as the situation develops.

The financial implications and market impact of this potential business combination remain subject to future discussions and regulatory approvals, reflecting the ongoing evolution of the airline industry.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Frontier Group’s 8K filing here.

About Frontier Group

Frontier Group Holdings, Inc, provides low-fare passenger airline services to leisure travelers in the United States and Latin America. The company sells its products through direct distribution channels, including its website, mobile app, and contact centers. As of December 31, 2023, it had a fleet of 136 Airbus single-aisle aircrafts.