Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Evercore Group L.L.C.
55 East 52nd Street
New York, New York 10055
March 29, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Kevin Dougherty |
Laura Nicholson
Yong Kim
Gus Rodriguez
| Re: | Frontier Group Holdings, Inc. |
Registration Statement on Form S-1
Registration File No. 333-254004
Ladies and Gentlemen:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join in the request of Frontier Group Holdings, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended, so that it will be declared effective at 3:00 PM, Washington, D.C. time, on Wednesday, March 31, 2021 or as soon thereafter as practicable, or at such later time as the Company’s outside counsel, Latham & Watkins LLP, may orally request via telephone call that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as the Representatives, wish to advise you that there have been, or there will be, distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the securities as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as the Representatives, each confirm on behalf of ourselves and the other participating underwriters that we have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.
[Signature page immediately follows]
| Very truly yours, | ||
| CITIGROUP GLOBAL MARKETS INC. BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. MORGAN STANLEY & CO. LLC EVERCORE GROUP L.L.C. As representatives of the several underwriters | ||
| By: | CITIGROUP GLOBAL MARKETS INC. | |
| By: | /s/ Rohith Adavikolanu | |
| Name: Rohith Adavikolanu | ||
| Title: Director | ||
| By: | BARCLAYS CAPITAL INC. | |
| By: | /s/ Robert Stowe | |
| Name: Robert Stowe | ||
| Title: Managing Director | ||
| By: | DEUTSCHE BANK SECURITIES INC. | |
| By: | /s/ Ben Selinger | |
| Name: Ben Selinger | ||
| Title: Director | ||
| By: | /s/ David Jeshiva | |
| Name: David Jeshiva | ||
| Title: Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request]
| By: | MORGAN STANLEY & CO. LLC | |
| By: | /s Daniel Danev | |
| Name: Daniel Danev | ||
| Title: Vice President | ||
| By: | EVERCORE GROUP L.L.C. | |
| By: | /s/ Kristen Grippi | |
| Name: Kristen Grippi | ||
| Title: Senior Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request]