Indigo Partners Announces Plans to Distribute Frontier Group Holdings Common Stock to its Limited Partners

Rhea-AI Summary

Indigo Partners announces the distribution of Frontier Group Holdings, Inc. shares to its members, including significant shareholders William A. Franke, George Roberts, and an investment fund advised by Wildcat Capital Management. The distribution marks the end of a 10-year investment fund managed by Indigo. The company will no longer be a 'controlled company' under Nasdaq rules post-distribution.

Insights

Market Analyst

The distribution of Frontier Group Holdings stock by Indigo Partners to its members, including significant shareholders like William A. Franke, marks a pivotal moment in the company's ownership structure. This reallocation of approximately 44% of shares outstanding could lead to enhanced liquidity in the market as shares previously held in a private fund become available for public trading. Investors may see this as a positive signal, potentially increasing the stock's attractiveness due to the broader distribution of ownership and the anticipated corporate governance changes.

However, the transition from a 'controlled company' to one with a more independent corporate governance structure may introduce new dynamics to the board's decision-making process. The requirement for a compensation committee and nominations committee consisting solely of independent directors could lead to changes in executive compensation and board composition, potentially impacting the company's strategic direction. This shift may be seen as aligning with best practices for corporate governance, potentially increasing investor confidence in the long term.

Financial Analyst

Frontier Group Holdings' transition away from 'controlled company' status under Nasdaq rules post-distribution could attract institutional investors seeking companies with strong governance practices. The installation of independent committees for compensation and director nominations is likely to be well-received by the market, as these structures are designed to mitigate conflicts of interest and promote transparency.

On the financial side, this redistribution of shares may not immediately affect the company's fundamentals, but the market's perception of the company's governance and potential for future growth could influence the stock price. Investors will be closely monitoring the company's performance and governance changes to assess the impact on Frontier's market valuation and operational efficiency.

Corporate Governance Expert

Frontier's impending corporate governance changes are a significant development, as they reflect a commitment to aligning with Nasdaq's independence requirements. The resignation of William A. Franke from the Nominating and Corporate Governance Committee is a step towards enhancing the board's independence. This move may be interpreted as strengthening the checks and balances within the company's leadership, potentially leading to more balanced and shareholder-friendly decisions.

It is important for investors to understand that while these changes are expected to be beneficial in fostering an independent board culture, they may also lead to initial uncertainties as the company adjusts to the new governance framework. The market will need time to assess how these changes affect Frontier's strategic decisions and whether they will indeed translate into value creation for shareholders.

William A. Franke, George Roberts, and an Investment Fund Advised by Wildcat Capital Management Continue to Support Frontier Group Holdings as Significant Shareholders

PHOENIX, March 29, 2024 /PRNewswire/ -- Indigo Partners LLC ("Indigo") has advised Frontier Group Holdings, Inc. (NASDAQ: ULCC) ("Frontier" or "the Company"), parent company of Frontier Airlines, Inc., that it will distribute the shares of Frontier common stock owned by an affiliated investment fund to its members, including William A. Franke, Chair of the Frontier Board of Directors, and Indigo Partners investors, including George Roberts and an investment fund advised by Wildcat Capital Management, an investment advisor to a number of clients, including David Bonderman. The pro-rata, in-kind distribution is pursuant to the dissolution of the investment fund managed by Indigo established to acquire the Company in late 2013, which had a term of 10 years.

Indigo currently holds 178,834,034 shares of common stock of Frontier, representing approximately 80% of the shares outstanding¹. As part of the distribution, approximately 99.4 million shares, representing approximately 44% of shares outstanding, will be distributed to Mr. Franke, or entities directly or indirectly controlled by him. Indigo intends to distribute the shares pro-rata to its investors unaffiliated with Mr. Franke on or around April 1, 2024.

"During the past 10 years, we have made significant progress solidifying Frontier's position as a preeminent leader in the ultra-low-cost carrier category," said Mr. Franke. "While the Indigo limited partnership has come to its natural conclusion, I look forward to continuing to serve as Chair of the Frontier Board and participating in the upside of the Company's bright future."

"I am pleased to have had the opportunity to work with Bill and David to invest in and support Frontier's growth into an industry leader throughout the duration of this limited partnership," said Mr. Roberts. "As we look to this next stage in Frontier's growth, I am confident that Frontier will build on the momentum created to date."

"I have long supported Frontier and believe it has the right strategy to compete and grow going forward," said Mr. Bonderman.

Upon the effectiveness of the share distribution, the Company will no longer be a "controlled company" under the applicable rules of the Nasdaq Stock Market, LLC. Accordingly, the Company will make certain corporate governance changes following permitted phase-in periods. Among other things, the Company will be required to have a compensation committee consisting solely of independent directors, and a director nominations process whereby directors are selected by a nominations committee consisting solely of independent directors or by a vote of the Board of Directors in which only independent directors participate. As a result, William A. Franke has resigned from the Company's Nominating and Corporate Governance Committee. Mr. Franke will remain a director and the Chair of the Board.

About Indigo Partners
Indigo Partners LLC is a private equity firm established by W. A. Franke in 2003 to pursue acquisitions and strategic investments in the air transportation and related industries. The firm was a lead investor in Tiger Airways based in Singapore and Spirit Airlines based in Ft. Lauderdale, Florida, and maintains lead investments in Wizz Air Holdings, Plc, a ULCC with multiple bases in Central and Eastern Europe; Frontier Airlines, a ULCC based in Denver; Volaris Airlines, a ULCC based in Mexico City; Cebu Pacific, a ULCC based in the Philippines; and JetSMART, a ULCC based in Chile. Indigo is headquartered in Phoenix, Arizona.

Cautionary Statement Regarding Forward-Looking Statements and Information
Certain statements in this release should be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and beliefs with respect to certain current and future events and anticipated financial and operating performance. Words such as "expects," "will," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this release are based upon information available on the date of this report. Indigo undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.

Contact:

Lambert
Joanne Lessner
jlessner@lambert.com
212-222-7436

¹ Percentage of ownership based on 223,886,304 shares of common stock outstanding as of March 27, 2024.

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SOURCE Indigo Partners LLC

FAQ

Who are the significant shareholders mentioned in the press release for Frontier Group Holdings, Inc.?

The significant shareholders mentioned in the press release for Frontier Group Holdings, Inc. are William A. Franke, George Roberts, and an investment fund advised by Wildcat Capital Management.

What is the ticker symbol for Frontier Group Holdings, Inc.?

The ticker symbol for Frontier Group Holdings, Inc. is ULCC.

What percentage of Frontier common stock does Indigo Partners currently hold?

Indigo Partners currently holds approximately 80% of the shares outstanding of Frontier common stock.

When will the share distribution to investors unaffiliated with Mr. Franke take place?

The share distribution to investors unaffiliated with Mr. Franke is expected to take place on or around April 1, 2024.

What changes will Frontier Group Holdings, Inc. make following the share distribution?

Following the share distribution, Frontier Group Holdings, Inc. will no longer be a 'controlled company' under Nasdaq rules and will implement corporate governance changes, including having a compensation committee consisting solely of independent directors.