UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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
| Exhibit 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 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.
| FRONTIER GROUP HOLDINGS, INC. | ||||||
| Date: July 27, 2022 | By: | /s/ Howard M. Diamond | ||||
| Howard M. Diamond | ||||||
| General Counsel and Secretary | ||||||