Frontier Airlines to implement governance reforms post-Indigo Partners’ share distribution – Travel And Tour World

Indigo Partners LLC, a significant stakeholder in Frontier Group Holdings, Inc. (NASDAQ: ULCC), the parent entity of Frontier Airlines, Inc., has informed the company that it plans to allocate the Frontier common stock it owns through an affiliated investment fund to its members. This group includes William A. Franke, who serves as the Chair of Frontier’s Board of Directors, along with other Indigo Partners investors such as George Roberts and an investment fund overseen by Wildcat Capital Management, which advises various clients, including David Bonderman. This distribution of shares, done on a pro-rata and in-kind basis, follows the decision to dissolve the fund Indigo managed, which was originally set up in late 2013 with a 10-year term to facilitate the acquisition of the company.

Indigo currently possesses 178,834,034 shares of Frontier’s common stock, which amounts to about 80% of the company’s total outstanding shares. As a significant part of this distribution, around 99.4 million shares, equivalent to roughly 44% of the company’s outstanding shares, will be allocated to Mr. Franke, or to entities under his direct or indirect control. The plan is for Indigo to carry out this share distribution to its investors who are not associated with Mr. Franke 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.

Following the completion of this share distribution, Frontier will lose its status as a “controlled company” according to the Nasdaq Stock Market, LLC’s regulations. Consequently, Frontier will undergo several corporate governance adjustments during the allowed transition periods. These changes include the establishment of a compensation committee made up entirely of independent directors, and a director nomination procedure that involves either a nominations committee comprised of independent directors or a board vote in which only independent directors partake. Consequently, William A. Franke has stepped down from the company’s Nominating and Corporate Governance Committee, although he will continue in his roles as a director and the Chair of the Board.

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