Indigo Partners announces plans to distribute Frontier Group Holdings common stock to its limited partners including Franke and Bonderman

Indigo Partners LLC has advised Frontier Group Holdings, Inc., 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.

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.

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.

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