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United States securities and exchange commission logo
April 7, 2022
Barry Biffle
President and Chief Executive Officer
Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239
Re: Frontier Group
Holdings, Inc.
Registration
Statement on Form S-4
Filed March 11,
2022
File No. 333-263467
Dear Mr. Biffle:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed March 11, 2022
Unaudited Prospective Financial Information, page 71
1. Revise your financial
forecast disclosures for Frontier and Spirit to discuss the variables,
estimates and
assumptions management believes are most significant.
Material U.S. Federal Income Tax Consequences of the Merger, page 161
2. We note your disclosure
that provided that the Control Requirement is satisfied as of the
closing date of the
merger, Spirit and Frontier intend, for U.S. federal income tax
purposes, that the
merger will qualify as a reorganization within the meaning of Section
368(a) of the Code.
Please file a tax opinion as an exhibit to your registration statement,
or provide us with your
analysis as to why the tax consequences are not material to an
investor and therefore
no tax opinion is required to be filed. Refer to Item 601(b)(8) of
Barry Biffle
Frontier Group Holdings, Inc.
April 7, 2022
Page 2
Regulation S-K. For guidance, please refer to Staff Legal Bulletin No.
19.
Legal Opinion, page II-2
3. We note that the legal opinion currently opines on up to 215,000,000
shares of common
stock. However, we also note that the filing fee table in Exhibit 107
reflects 215,492,296
shares of common stock as the estimated maximum number of shares of
Frontier common
stock to be issued in connection with the merger. Please have legal
counsel revise
the legal opinion to include the legality of all securities being
registered.
General
4. We note that Frontier Group Holdings, Inc. incorporates by reference its
annual
report filed on Form 10-K for the fiscal year ended December 31, 2021.
However,
the Form 10-K for Frontier incorporates information from its proxy
statement which has
not yet been filed. Prior to requesting acceleration of the effectiveness
of this registration
statement, please either amend the Form 10-K to include information
required by Part III
of Form 10-K or file the definitive proxy statement. Please refer to
Compliance and
Disclosure Interpretations, Securities Act Forms Question 123.01 for
guidance.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Yolanda Guobadia, Staff Accountant, at 202-551-3562 or
Gus
Rodriguez, Accounting Branch Chief, at 202-551-3752 if you have questions
regarding
comments on the financial statements and related matters. Please contact Anuja
Majmudar,
Attorney-Advisor, at 202-551-3844 or Laura Nicholson, Special Counsel, at
202-551-3584 with
any other questions.
Sincerely,
FirstName LastNameBarry Biffle
Division of
Corporation Finance
Comapany NameFrontier Group Holdings, Inc.
Office of Energy
& Transportation
April 7, 2022 Page 2
cc: Mark M. Bekheit
FirstName LastName