Blog: FRONTIER GROUP HOLDINGS, INC. : Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 1.02 Termination of a Material Definitive Agreement.

On July 27, 2022, Frontier Group Holdings, Inc., a Delaware corporation
(“Frontier”), and Spirit Airlines, Inc., a Delaware corporation (“Spirit”)
mutually terminated that certain Agreement and Plan of Merger, dated as of
February 5, 2022 (as amended, the “Merger Agreement”), by and among Frontier,
Spirit and Top Gun Acquisition Corp., a Delaware corporation and a direct,
wholly owned subsidiary of Frontier pursuant to the terms of a Termination
Agreement among the parties dated as of July 27, 2022 (the “Termination
Agreement”). Consistent with Merger Agreement, the Termination Agreement
provides for the reimbursement by Spirit of $25 million of transaction expenses
incurred by Frontier. The Termination Agreement is filed herewith as Exhibit 2.1
and incorporated herein by this reference.

The material terms of the Merger Agreement were previously disclosed on a Form
8-K filed by Frontier with the U.S. Securities and Exchange Commission (“SEC”)
on February 7, 2022 and amended on February 9, 2022, as well as in amendments
filed on Form 8-K on June 3, 2022 and June 27, 2022.

Item 7.01 Regulation FD Disclosure.

On July 27, 2022, Frontier issued a press release in connection with the
termination of the Merger Agreement. A copy of the press release is furnished as
Exhibit 99.1 hereto and is incorporated herein by this reference.

Exhibit 99.1 is being furnished under Item 7.01 and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liability of such section, nor
shall such exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number       Description

2.1            Termination Agreement, dated July 27, 2022

99.1           Press Release of Frontier, dated July 27, 2022

104          Cover Page Interactive Data File (embedded within the Inline XBRL


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