Frontier Group Holdings, Inc.
4545 Airport Way
Denver, Colorado 80239
March 29, 2021
VIA EDGAR AND E-MAIL
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549-6010
| Attention: | Kevin Dougherty | |
| Laura Nicholson | ||
| Yong Kim | ||
| Gus Rodriguez |
| Re: | Frontier Group Holdings, Inc. Registration Statement on Form S-1 (Registration 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, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (Registration No. 333-254004) (the “Registration Statement”) of Frontier Group Holdings, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 3:00 p.m., Washington, D.C. time, on Wednesday, March 31, 2021, or as soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Tony Richmond at (408) 813-9576 or Miles Jennings at (415) 395-8198.
Thank you for your assistance in this matter.
| Very truly yours, | ||
| FRONTIER GROUP HOLDINGS, INC. | ||
| By: | /s/ Barry L. Biffle | |
| Barry L. Biffle | ||
| President and Chief Executive Officer | ||
| cc: | James G. Dempsey, Frontier Group Holdings, Inc. |
Howard Diamond, Frontier Group Holdings, Inc.
Anthony J. Richmond, Latham & Watkins LLP
Miles P. Jennings, Latham & Watkins LLP
Brian D. Paulson, Latham & Watkins LLP
Alan F. Denenberg, Davis Polk & Wardwell LLP