Form 8-K - Current report
12 Février 2025 - 12:05PM
Edgar (US Regulatory)
false 0001670076 0001670076 2025-02-11 2025-02-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 11, 2025
Frontier Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-40304 |
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46-3681866 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
4545 Airport Way
Denver, CO 80239
(720) 374-4550
(Address of principal executive offices, including zip code, and Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
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ULCC |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 |
Regulation FD Disclosure. |
On February 11, 2025, Spirit Airlines, Inc. (“Spirit”) issued a press release regarding a revised proposal relating to a potential business combination provided by Frontier Group Holdings, Inc. (the “Company”), parent company of Frontier Airlines, Inc.
The Company confirms that it made a revised proposal to combine with Spirit in a transaction that provided for, among other things, the issuance of $400.0 million principal amount of debt by the Company and 19.0% of the Company’s common equity at the closing of the transaction, to be distributed to the Holders of Senior Secured Notes, 2025 Convertible Notes, 2026 Convertible Notes and Existing Interests (each as defined in the First Amended Joint Chapter 11 Plan of Reorganization of Spirit Airlines, Inc. and its Debtor Affiliates, as filed with the United States Bankruptcy Court for the Southern District of New York on January 15, 2025). The Company’s revised proposal also eliminated the requirement that Spirit complete its $350 million equity rights offering. A copy of the correspondence between Citigroup Global Markets Inc., financial advisor to the Company, and Perella Weinberg Partners LP, financial advisor to Spirit, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. Presentations provided to Spirit, which outline the terms of the Company’s proposal and the benefits of such proposal for Spirit’s stakeholders, are furnished as Exhibits 99.2 and 99.6 to this Current Report on Form 8-K and are incorporated by reference herein. Copies of the letters between the Company and Spirit are furnished as Exhibits 99.3 and 99.5 to this Current Report on Form 8-K and are incorporated by reference herein. A presentation provided to the Company, which outlines the terms of Spirit’s counterproposal, is furnished as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated by reference herein.
No agreement has been reached between the parties in relation to the structure, value or terms of a transaction. Further, Spirit has stated in its most recent public disclosure its intention to advance and conclude its standalone restructuring process in lieu of a transaction with the Company.
The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements and Information
Certain statements in this communication should be considered forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current expectations and beliefs with respect to certain current and future events and anticipated financial and operating performance. Words such as “expects,” “will,” “would”, “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 communication are based upon information available to the Company on the date of this report. The Company 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. Actual results could differ materially from these forward-looking statements due to numerous risks and uncertainties, including as to whether the Company and Spirit will further pursue, enter into or consummate the proposed transaction or any transaction, on the terms set forth in the proposal or on any other terms, or the timing thereof, as well as other risks and uncertainties set forth from time to time under the sections captioned “Risk Factors” in the Company’s reports and other documents filed with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 20, 2024, and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which was filed with the SEC on May 2, 2024.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Correspondence, dated February 4, 2025. |
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99.2 |
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Presentation, dated February 4, 2025. |
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99.3 |
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Letter from Spirit, dated February 7, 2025. |
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99.4 |
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Presentation, dated February 7, 2025. |
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99.5 |
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Letter to Spirit, dated February 10, 2025. |
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99.6 |
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Presentation, dated February 10, 2025. |
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104 |
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Cover page interactive data file (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FRONTIER GROUP HOLDINGS, INC. |
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Date: February 12, 2025 |
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By: |
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/s/ Howard M. Diamond |
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Howard M. Diamond |
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Executive Vice President, Legal and Corporate Affairs |
Exhibit 99.1
From: Link, Brian [BKG-IB] <###>
Sent: Tuesday, February 4, 2025 20:42
To: Diego Simonian <###>; Bruce Mendelsohn <###>
Cc: Grier, John F [BKG-IB] <###>; Patel, Sagar1 [BKG-IB]
<###>
Subject: Follow-up
On behalf of Frontier Group Holdings, Inc. (Frontier), please find below key terms of Frontiers revised proposal (Revised
Proposal). Also attached is a summary capitalization schedule and term sheet for the proposed take-back debt as previewed on our call earlier this evening.
Key Terms
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Our Revised Proposal provides for the issuance of $400 million 2nd Lien Term Loan B / Bond (take-back debt) and 19.0% of Frontiers common equity at closing, to be distributed to the Holders of Senior Secured Notes, Convertible Notes,
and Existing Interests |
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Under the Revised Proposal, the Consenting Creditors will not be required to complete a
$350 million equity rights offering prior to the Effective Date |
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Revised Proposal assumes a waiver of the $35 million
break-up fee for terminating the equity rights offering |
Brian C. Link
Citigroup Global Markets Inc.
Co-Head of M&A, Americas
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Exhibit 99.2 Presentation to Spirit Alternative Proposal February 4,
2025 | Strictly private and confidential
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Illustrative Capitalization Excluding $350mm Equity Rights Offering
Sources & Uses Pro Forma Capitalization Falcon Saturn (-) Debt (+/-) Debt (-) Trxn (+/-) Total Pro Forma ($ in millions) $ Amount ($ in millions) 2/28/2025 2/28/2025 Paydown Restructuring Fees Adjs. 2/28/2025 Cash and Short Term Investments $647
$854 ($600) $800 ($27) $173 $1,674 Restricted Cash -- 218 (31) (31) 187 Sources Total Cash $647 $1,072 $142 $1,861 Pre-Delivery Credit Facility $351 -- -- $351 New 2nd Lien Term B / Bond ( take-back debt ) $400 Floating Rate Building Note 12 -- --
12 RCF ($300M Capacity) -- 300 (300) (300) -- DIP Financing -- 300 (300) (300) -- New 1st Lien Bond 800 8.00% Senior Secured Notes due 2025 -- 1,110 (1,110) (1,110) -- Fixed-rate Term Loans due through 2039 -- 1,034 -- 1,034 Saturn EETCs due 2026 -
2030 -- 514 -- 514 New Revolving Credit Facility ($400mm) [ ] 4.75% Convertible Senior Notes due 2025 -- 25 (25) (25) -- 1.00% Convertible Senior Notes due 2026 -- 500 (500) (500) -- New 2nd Lien Term B / Bond ( take-back debt ) -- -- 400 400 400
Total Sources $1,200 New 1st Lien Bond -- -- 800 800 800 Total Secured Debt $363 $3,783 ($1,035) $3,111 Affinity Card Advance Purchase of Mileage Credits 100 -- -- 100 PSP Promisory Notes 66 -- -- 66 Term Loans due in 2031 -- 121 -- 121 Uses Total
Unsecured Debt $166 $121 -- $287 Paydown Saturn RCF ($300M) $300 Total Debt $529 $3,903 ($1,035) $3,397 Operating Lease Liabilities $3,977 $4,193 -- $8,170 Total Lease-Adj. Debt $4,506 $8,096 ($1,035) $11,567 Paydown Saturn DIP Financing 300 Total
Lease-Adj. Net Debt $3,859 $7,024 ($1,177) $9,706 Available Liquidity New Saturn Exit Secured Notes 400 Unrestricted Cash $647 $854 $1,674 Undrawn RCF -- -- 400 Total Liquidity $647 $854 $2,074 Other Saturn Transaction Fees [27] Credit Statistics
2025E Adj. EBITDAR (Excl. Synergies) $1,316 $666 $1,982 2025E Adj. EBITDAR (Incl. Synergies) 2,582 Cash to PF Balance Sheet 173 Total Lease-Adjusted Debt / 2025E Adj. EBITDAR (Excl. Synergies) 3.4x 12.2x 5.8x Total Lease-Adjusted Debt / 2025E Adj.
EBITDAR (Incl. Synergies) 4.5x Total Lease-Adjusted Net Debt / 2025E Adj. EBITDAR (Excl. Synergies) 2.9x 10.5x 4.9x Total Uses $1,200 Total Lease-Adjusted Net Debt / 2025E Adj. EBITDAR (Incl. Synergies) 3.8x Source: Falcon Management, Spirit
Disclosure Statement (Chapter 11 Plan of Reorganization), filed as of December 18, 2024. 2 Notes: Based on $600mm of run-rate synergies.
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Take-Back Debt Term Sheet Issue Term Loan B or Notes Principal Amount
$400mm Tenor 6 Years Coupon 11.0% Cash / 8.0% Cash + 4.0% PIK nd 2 Lien claim on the following collateral: • Falcon Loyalty Program (~$3.1bn) • Saturn Loyalty Program (~$1.1bn) • Saturn Slots (~$85mm) 1,2 Security( ) • Falcon
Brand IP (~$1.5bn) • Saturn Co-branded Credit Card (~$1.6bn) • Saturn Spare Parts (~$140mm) (3) • Saturn Brand IP (~$1.6bn) • Saturn Engines (~$225mm) • Other Saturn Assets (~$475mm) Call Protection NC2; par thereafter
st 25% Maximum 1 Lien LTV Covenants No Other Financial Covenants (1) Collateral values based on latest appraisals and management estimates. (2) Value of Saturn loyalty assets subject to change and may not be included in collateral package 3 (3)
Includes headquarters ($288mm), other spare engines ($123mm), hangar ($27mm), simulators ($26mm), and ground service equipment ($12mm).
Exhibit 99.3
From: Ted Christie <###>
Sent: Friday, February 7, 2025 2:24 PM
To:
Bill Franke <###>; Andrew Broderick <###>; Brian Franke <###>
Cc: Thomas Canfield <###>
Subject: Counter
Bill:
Thank you again for your constructive proposal earlier this week. We very much appreciate the move, and have worked diligently to re-restrict our key stakeholders and coordinate with them on a counterproposal (including multiple calls today). The key terms of our counterproposal are outlined in the attached document. A few thoughts:
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We are aligned on the price / value to be provided to Spirit and its stakeholders, as re-affirmed by Frontier earlier this morning on its Q4/2024 earnings call |
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Given the difference in approaches to valuing a fixed split of the combined equity (to get our shareholders the
offered $1.15 per share and pay the bonds par), we have moved to a market-based mechanism to value the equity consideration and determine the number of shares provided to Spirit (e.g., VWAP or mandatory convertible note with potential collar to be
discussed) |
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We will need collectively to agree on the exact mechanic |
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Based on your latest proposal, the total value to be provided to Spirit and its stakeholders should be
$1.785 billion in total (par plus accrued interest to the bonds, plus a $1.15 per-share recovery to existing equity holders as outlined in Citis presentation) |
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The counter provides for $600M of takeback debt which will be structured to trade at par, and the balance in
equity |
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The debt is first lien alongside any incremental financing required to address Spirits existing DIP and RCF
outstanding and capitalize the combined company balance sheet |
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Bondholders have also expressed willingness to assist in raising new debt on the combined company through
backstopping / anchoring the new money debt raise, subject to diligence on the terms and structure |
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3. |
To address concerns over closing and the attendant costs and risks of an extended stay in chapter 11, we have
proposed a regulatory efforts undertaking up to a material adverse effect standard and a reverse termination fee payable to Spirit if a transaction is terminated as a result of a regulatory failure |
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We agree that confirmatory diligence can and should be completed in a timely manner (10 business days or less
per your latest proposal), during which time Spirit and its stakeholders will have the opportunity to perform reverse diligence on key operational and legal matters, in addition to an evaluation of the proposed debt / collateral structure
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As you and your team are well aware, time is of the essence as we speedily approach confirmation of our stand alone plane this
Thursday. We are prepared to work nonstop through the weekend, and are ready to discuss as soon as you are ready.
I am also asking PWP to reach out
to Citi to discuss.
Ted
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Exhibit 99.4 Pr Pri iv viil leg eged ed an and d Co Con nf fi ide dennti
tia al l –– S Su ubj bjeec ct to t to ND NDA A Pr Prepar epareed d at at the D the Di ir reec cti tio on n of of Co Cou un ns sel el S Su ubj bjeec ct t to toR R FFE E 40 408 8 an and d S State tatequ q EEui iva vallen ents ts Project
Galaxy Transaction Proposal February 7, 2025 1
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Privileged and Confidential – Subject to NDA Prepared at the
Direction of Counsel Subject to FRE 408 and State Equivalents Transaction Proposal Frontier (2/4) Spirit (2/7) ▪ Frontier and Spirit to combine as part of Spirit’s ongoing chapter ▪ Agreed 11 proceedings with securities of the
combined enterprise provided to Spirit stakeholders as consideration for the combination transaction Structure ▪ Frontier to raise $800M New Money First Lien debt to facilitate ▪ Agreed paydown of existing DIP and RCF facilities, in
addition to any transaction fees and accrued interest at closing ▪ New $400M RCF to be issued and [undrawn] at close▪ Agreed ▪ Spirit and its stakeholders to receive $400M Second Lien debt▪ Spirit and its stakeholders to
receive $600M First Lien Takeback debt to trade at par , pari passu with New Money First Lien debt ▪ To discuss potential backstop of new debt issuance by Spirit Debt Consideration stakeholders, subject to further diligence ▪ Spirit and
its stakeholders provided 19.0% of the pro forma ▪ Spirit and its stakeholders provided $1,185M of market- combined company on a fully-diluted basis determined equity value in the combined business (implies par – Illustratively assumes
52,865,110 shares based on current recovery on funded debt, plus $1.15 per-share recovery to existing Frontier shares outstanding, subject to refinement at closing equity holders per current Frontier proposal) Equity Consideration ▪ To discuss
market mechanism and timing to determine valuation of equity in the combined enterprise to Spirit stakeholders (e.g., VWAP, mandatory convertible note, etc. with potential collar to be discussed) ▪ Required parties agree to waive existing $35M
ERO break-up fee▪ Required parties to receive $35M ERO break-up fee at transaction ERO Break-Up Fee close 2
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Privileged and Confidential – Subject to NDA Prepared at the
Direction of Counsel Subject to FRE 408 and State Equivalents Transaction Proposal (Cont.) Frontier (2/4) Spirit (2/7) ▪ Frontier to complete confirmatory within 10 business days.▪ Agreed ▪ Scope of confirmatory diligence limited
to: – A limited review of Spirit’s Q4 results – Update on recent sales trends – Updated 2-year cash forecast (incl. any impact of bankruptcy) – Disclosure of any material contracts or changes to the business since
conclusion of prior engagement – Select tax diligence Diligence ▪ Spirit stakeholders provided opportunity to conduct reverse diligence on key operational and legal matters, in addition to evaluation of the proposed debt / collateral
structure in a manner satisfactory to Spirit and its stakeholders ▪ N/A▪ Frontier required to take any steps required by regulators for closing unless they would cause a materially adverse effect on the combined enterprise ▪ To the
extent transaction is terminated as a result of failure to Reverse Break-Up Fee / achieve regulatory approval or any reason other than a Spirit Regulatory Approval breach, Frontier to provide Spirit a reverse termination fee on transaction
enterprise value in line with market precedents for similar situations 3
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Privileged and Confidential – Subject to NDA Prepared at the
Direction of Counsel Subject to FRE 408 and State Equivalents Takeback Debt Terms Frontier (2/4) Spirit (2/7) ▪ $400M▪ $600M Quantum ▪ 11.0% Cash / 8.0% Cash + 4.0% PIK▪ First Lien Takeback debt to receive equivalent terms as
New Money First Lien debt and trade at par Rate ▪ February 2031▪ First Lien Takeback debt to receive equivalent terms as New Money First Lien debt and trade at par Maturity ▪ NC2; Par Thereafter▪ First Lien Takeback debt to
receive equivalent terms as New Money First Lien debt and trade at par Call Protection ▪ Falcon Loyalty Program, Falcon Brand IP, Saturn Brand IP, Saturn ▪ Agreed Loyalty Program, Saturn Cobranded Credit Card, Saturn Engines, Security 1
Saturn Slots, Saturn Spare Parts, Other Saturn Assets ▪ Second Lien▪ First Lien Priority ▪ 25% Maximum First Lien LTV▪ To be discussed Covenants and Other 4
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Pr Pri ivi vil leg eged ed an and d Co Con nf fi iden denti tial al
–– S Su ubje bjec ct to t to ND NDA A Pr Prepare epared d at at the D the Di ire rec cti tion on of of Co Cou un ns sel el S Su ubje bjec ct t to to F FR RE E 40 408 8 an and d S State tate E Equ qui ival valen ents ts 5
Exhibit 99.5
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From: |
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Biffle, Barry <###> |
Sent: |
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Monday, February 10, 2025 2:03 PM |
To: |
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Ted Christie |
Subject: |
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Update |
Attachments: |
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Transaction Proposal (Falcon Response 292025).pdf |
Dear Ted,
Attached is in
response to your email dated 2/07/2025.
As we advised you when we sent our last proposal, eliminating the $350 million equity rights offering was a
significant concession and we would not agree to materially alter any of the other commercial terms of our proposal. As compared to your standalone plan, we remain of the view that this represents a superior proposal to your various stakeholders.
We have consistently used the same assumptions described in your standalone plan to calculate the value of our proposal. We believe this approach is the
only way to fairly compare the two plans and we have detailed in our prior correspondence that our proposal is superior even using reduced valuation metrics to calculate the value delivered by either plan. We leave it up to your stakeholders to
ultimately determine how to split the $400 million of takeback debt and the approximately 53 million shares.
As before, we remain available to
address any questions you may have and are prepared to move forward quickly.
Regards,
Bill and Barry
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Exhibit 99.6 Transaction Proposal Frontier (2/4) Spirit (2/7) Frontier
(2/9) Structure • Frontier and Spirit to• Agreed• Agreed combine • Frontier to raise $800 million • Agreed• Agreed new money first lien debt • New $400 million revolver to • Agreed• Agreed be
issued at close Debt • Spirit and its stakeholders to• Spirit and its• Spirit and its stakeholders to Consideration receive $400 million second stakeholders to receive receive $400 million second lien debt $600 million first lien
lien debt takeback debt to trade at par, pari passu with new money first lien debt Equity • Spirit and its stakeholders• Spirit and its• Spirit and its stakeholders Consideration provided 52,865,110 shares stakeholders provided
provided 52,865,110 shares of the combined company $1,185 million of of the combined company based on Frontier shares market determined based on Frontier shares currently outstanding equity value in the currently outstanding combined company •
Spirit and its stakeholders to determine appropriate • To discuss market mechanism and timing allocation of the 52,865,110
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to determine valuation shares between the various of equity in the
Spirit creditors and equity combined enterprise holders (e.g., VWAP) ERO Breakup • Required parties agree to • Required parties to • Required parties agree to Fee waive existing $35 million receive $35 million waive existing $35
million ERO breakup fee ERO break up fee at ERO breakup fee transaction close Diligence • To complete confirmatory • Agreed • Agreed diligence in 10 days • Spirit stakeholders to • Spirit to conduct reverse conduct
reverse diligence in the same 10 day diligence on key legal / period as Frontier operational matters, to • Frontier to provide Spirit with include evaluation of terms of proposed debt proposed debt / structure collateral structure Reverse
• N/A • Frontier to take steps • Regulatory efforts covenants Breakup Fee required by regulators to be consistent with 2022 for closing unless they executed merger agreement. would result in a material adverse effect on the
combined company
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• If transaction is • No reverse termination fee terminated
for any reason other than a Spirit breach, Frontier to provide Spirit a reverse termination fee Takeback Debt Terms Frontier (2/4) Spirit (2/7) Frontier (2/9) Quantum • $400 million • $600 million • $400 million Rate • 11.0%
cash / 8.0% cash + • First lien takeback debt to • 11.0% cash / 8.0% cash 4% PIK receive equivalent terms as + 4% PIK new money first lien debt and trade at par Maturity • February 2031 • First lien takeback debt to •
February 2031 receive equivalent terms as new money first lien debt and trade at par Call Protection • NC2; Par Thereafter • First lien takeback debt to • NC2; Par Thereafter receive equivalent terms as
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new money first lien debt and trade at par Security • Falcon
Loyalty Program, • Agreed • Generally agreed (but Falcon Brand IP, Saturn note you put a footnote Brand IP, Saturn Loyalty on this issue with no Program, Saturn description) Cobranded Credit Card, Saturn Engines, Saturn Slots, Saturn
Spare Parts, Other Saturn Assets Priority • Second Lien • First Lien • Second Lien Covenants • 25% Maximum First Lien • To be discussed • 25% Maximum First Lien LTV LTV
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