As filed with the Securities and Exchange Commission on May 26, 2017
RegistrationNo. 333-217078
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORMS-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Frontier Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 4512 | 46-3681866 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Frontier Center One
7001 Tower Road
Denver, CO 80249
(720)374-4200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Barry L. Biffle
President and Chief Executive Officer
Frontier Group Holdings, Inc.
Frontier Center One
7001 Tower Road
Denver, CO 80249
(720)374-4200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Anthony J. Richmond, Esq. Brian D. Paulson, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 Telephone: (650)328-4600 Facsimile: (650)463-2600 | Howard M. Diamond General Counsel & Secretary Frontier Group Holdings, Inc. Frontier Center One 7001 Tower Road Denver, CO 80249 Telephone: (720)374-4200 | Alan F. Denenberg Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 Telephone: (650)752-2000 Facsimile: (650)752-2115 |
Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ (do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 to Form S-1 Registration Statement (Registration No. 333-217078) of Frontier Group Holdings, Inc. is being filed solely to include updated exhibits to the Registration Statement. Accordingly, Part I, the form of prospectus, has been omitted from this filing.
PART II
| Item 13. | Other Expenses of Issuance and Distribution |
The following table sets forth the costs and expenses, other than underwriting discounts, payable in connection with the sale and distribution of the securities being registered. All amounts are estimated except the SEC registration fee and the FINRA filing fee. All the expenses below will be paid by Frontier Group Holdings, Inc.
Item | Amount | |||
SEC Registration fee | $ | 11,590 | ||
FINRA filing fee | 15,500 | |||
Initial listing fee | * | |||
Legal fees and expenses | * | |||
Accounting fees and expenses | * | |||
Printing and engraving expenses | * | |||
Transfer Agent and Registrar fees | * | |||
Blue Sky fees and expenses | * | |||
Miscellaneous fees and expenses | * | |||
|
| |||
Total | $ | * | ||
|
| |||
| * | To be completed by amendment. |
| Item 14. | Indemnification of Directors and Officers |
Frontier Group Holdings, Inc., Inc. is a Delaware corporation. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended. Our amended and restated certificate of incorporation to be in effect immediately prior to the consummation of this offering compels indemnification of our directors and officers and permits indemnification of our employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law, and our amended and restated bylaws to be in effect immediately prior to the consummation of this offering provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, we have entered into indemnification agreements with our directors, officers and some employees containing provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements may require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. Reference is also made to Section 8 of the underwriting agreement to be filed as Exhibit 1.1 hereto, which provides for indemnification by the underwriter of our officers and directors against certain liabilities.
| Item 15. | Recent Sales of Unregistered Securities |
During the last three years, we granted equity awards for an aggregate of 402,621 shares of our common stock to employees and directors under our 2014 Equity Incentive Plan, which includes 123,249 shares that were subsequently forfeited and 16,516 shares that were subsequently repurchased.
The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided
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under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us.
There were no underwriters employed in connection with any of the transactions set forth in Item 15.
| Item 16. | Exhibits and Financial Statements |
See the Exhibit Index beginning on pageII-5, which follows the signature pages hereof and is incorporated herein by reference.
| Item 17. | Undertakings |
The undersigned registrant hereby undertakes that:
(1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective;
(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) the undersigned will provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, we have duly caused this Amendment No. 3 to the Registration Statement on FormS-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 26th day of May, 2017.
| FRONTIER GROUP HOLDINGS, INC. | ||
| By: | /s/ Barry L. Biffle | |
Barry L. Biffle President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated below on the dates indicated.
Signature | Title | Date | ||
/s/ Barry L. Biffle Barry L. Biffle | President and Chief Executive Officer (principal executive officer) | May 26, 2017 | ||
/s/ James G. Dempsey James G. Dempsey | Chief Financial Officer (principal financial officer) | May 26, 2017 | ||
* Mark C. Mitchell | Chief Accounting Officer (principal accounting officer) | May 26, 2017 | ||
* William A. Franke | Director (Chairman of the Board) | May 26, 2017 | ||
* Josh T. Connor | Director | May 26, 2017 | ||
* Brian H. Franke | Director | May 26, 2017 | ||
* Robert J. Genise | Director | May 26, 2017 | ||
* Bernard L. Han | Director | May 26, 2017 | ||
C.A. Howlett | Director | |||
* Michael R. MacDonald | Director | May 26, 2017 | ||
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Signature | Title | Date | ||
* Patricia Salas Pineda | Director | May 26, 2017 | ||
* John R. Wilson | Director | May 26, 2017 | ||
| *By: | /s/ Barry L. Biffle | |
| Barry L. Biffle | ||
| Attorney-in-Fact | ||
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EXHIBIT INDEX
| Incorporated by Reference | |||||||||||||||||
Exhibit Number | Exhibit Description | Form | Date | Number | Filed Herewith | |||||||||||||
| 1.1* | Form of Underwriting Agreement. | |||||||||||||||||
| 3.1(a) | Amended and Restated Certificate of Incorporation, currently in effect. | S-1 | 3/31/2017 | 3.1(a) | ||||||||||||||
| 3.1(b) | Certificate of Amendment of the Amended and Restated Certificate of Incorporation. | S-1 | 3/31/2017 | 3.1(b) | ||||||||||||||
| 3.2* | Form of Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the consummation of this offering. | |||||||||||||||||
| 3.3 | Amended and Restated Bylaws, currently in effect. | S-1 | 3/31/2017 | 3.3 | ||||||||||||||
| 3.4* | Form of Amended and Restated Bylaws, to be in effect immediately prior to the consummation of this offering. | |||||||||||||||||
| 4.1 | Reference is made to exhibits 3.1 through 3.4. | |||||||||||||||||
| 4.2* | Form of Common Stock Certificate. | |||||||||||||||||
| 4.3* | Registration Rights Agreement, to be in effect immediately prior to the consummation of this offering, by and among Frontier Group Holdings, Inc. and Indigo Frontier Holdings Company, LLC. | |||||||||||||||||
| 5.1* | Opinion of Latham & Watkins LLP. | |||||||||||||||||
| 10.1(a)† | Airport Use and Lease Agreement, dated as of January 1, 2012, by and between Frontier Airlines, Inc. and the City and County of Denver. | S-1/A | 5/9/2017 | 10.1(a) | ||||||||||||||
| 10.1(b)† | First Amendment to the Airport Use and Lease Agreement, dated as of July 1, 2015, by and between Frontier Airlines, Inc. and the City and County of Denver. | S-1/A | 5/9/2017 | 10.1(b) | ||||||||||||||
| 10.1(c)† | Second Amendment to the Airport Use and Lease Agreement, dated as of December 22, 2016, by and between Frontier Airlines, Inc. and the City and County of Denver. | S-1/A | 5/9/2017 | 10.1(c) | ||||||||||||||
| 10.1(d)† | Letter of Agreement, dated as of May 5, 2015, by and between Frontier Airlines, Inc. and the City and County of Denver. | S-1/A | 5/9/2017 | 10.1(d) | ||||||||||||||
| 10.2(a)# | 2014 Equity Incentive Plan. | S-1 | 3/31/2017 | 10.2(a) | ||||||||||||||
| 10.2(b)# | Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Annual Plan. | S-1 | 3/31/2017 | 10.2(b) | ||||||||||||||
| 10.2(c)# | Form of Stock Purchase Right Grant Notice and Restricted Stock Purchase Agreement forNon-Employee Directors. | S-1 | 3/31/2017 | 10.2(c) | ||||||||||||||
| 10.3(a)# | 2017 Equity Incentive Award Plan. | S-1/A | 5/9/2017 | 10.3(a) | ||||||||||||||
| 10.3(b)*# | Form of Stock Option Grant Notice and Stock Option Agreement under the 2017 Equity Incentive Annual Plan. | |||||||||||||||||
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| Incorporated by Reference | |||||||||
Exhibit Number | Exhibit Description | Form | Date | Number | Filed Herewith | |||||
| 10.3(c)*# | Form of Restricted Stock Award Agreement and Restricted Stock Unit Award Grant Notice under the 2017 Equity Incentive Annual Plan. | |||||||||
| 10.4# | Form of Indemnification Agreement for directors and officers. | S-1 | 3/31/2017 | 10.4 | ||||||
| 10.5# | Employment Agreement, dated as of March 15, 2016, by and between Frontier Airlines, Inc. and Barry L. Biffle. | S-1 | 3/31/2017 | 10.5 | ||||||
| 10.6# | Amended and Restated Employment Agreement, dated as of April 13, 2017, by and between Frontier Airlines, Inc. and James G. Dempsey. | S-1/A | 5/9/2017 | 10.6 | ||||||
| 10.7# | Employment Letter, dated as of February 23, 2015, by and between Frontier Airlines, Inc. and James E. Nides. | S-1 | 3/31/2017 | 10.7 | ||||||
| 10.8# | Employment Letter, dated as of June 30, 2014, by and between Frontier Airlines, Inc. and Howard M. Diamond. | S-1 | 3/31/2017 | 10.8 | ||||||
| 10.9# | Employment Letter, dated as of September 2, 2015, by and between Frontier Airlines, Inc. and Mark C. Mitchell. | S-1 | 3/31/2017 | 10.9 | ||||||
| 10.10(a)# | Employment Agreement, dated as of June 25, 2012, by and between Frontier Airlines, Inc. and Daniel M. Shurz. | S-1 | 3/31/2017 | 10.10(a) | ||||||
| 10.10(b)# | Amendment to Employment Agreement, dated as of September 13, 2013, by and between Frontier Airlines, Inc. and Daniel M. Shurz. | S-1 | 3/31/2017 | 10.10(b) | ||||||
| 10.11*# | Non-Employee Director Compensation Program. | |||||||||
| 10.12# | Amended and Restated Phantom Equity Investment Agreement, dated as of December 3, 2013, by and among, Frontier Airlines, Inc., Falcon Acquisition Group, Inc. and FAPAInvest, LLC. | S-1 | 3/31/2017 | 10.12 | ||||||
| 10.13# | Professional Services Agreement, dated December 3, 2013, by and among Indigo Partners LLC, Frontier Airlines Holdings, Inc. and Frontier Airlines, Inc. | S-1 | 3/31/2017 | 10.13 | ||||||
| 10.14# | Subscription Agreement, dated as of December 3, 2013, by and between, Falcon Acquisition Group, Inc. and Indigo Frontier Holdings Company, LLC. | S-1 | 3/31/2017 | 10.14 | ||||||
| 10.15(a)† | Airbus A320 Family Aircraft Purchase Agreement, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(a) | ||||||
| 10.15(b)† | Letter Agreement No. 1, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(b) | ||||||
| 10.15(c)† | Letter Agreement No. 2, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(c) | ||||||
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| Incorporated by Reference | |||||||||
Exhibit Number | Exhibit Description | Form | Date | Number | Filed Herewith | |||||
| 10.15(d)† | Letter Agreement No. 3, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(d) | ||||||
| 10.15(e)† | Letter Agreement No. 4, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(e) | ||||||
| 10.15(f)† | Letter Agreement No. 5, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(f) | ||||||
| 10.15(g)† | Letter Agreement No. 6A, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(g) | ||||||
| 10.15(h)† | Letter Agreement No. 6B, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(h) | ||||||
| 10.15(i)† | Letter Agreement No. 7, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(i) | ||||||
| 10.15(j)† | Letter Agreement No. 8, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(j) | ||||||
| 10.15(k)† | Letter Agreement No. 9, dated as of September 30, 2011, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(k) | ||||||
| 10.15(l)† | Amendment No. 1 to Airbus A320 Family Aircraft Purchase Agreement, dated as of January 10, 2013, by and between Airbus S.A.S. and Republic Airways Holdings Inc. | S-1/A | 5/23/2017 | 10.15(l) | ||||||
| 10.15(m)† | Amendment No. 2 to Airbus A320 Family Aircraft Purchase Agreement, dated as of December 3, 2013, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.15(m) | ||||||
| 10.15(n)† | Amendment No. 3 to Airbus A320 Family Aircraft Purchase Agreement, dated as of September 30, 2011, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.15(n) | ||||||
| 10.16(a)† | Airbus A321 Aircraft Purchase Agreement, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(a) | ||||||
| 10.16(b)† | Letter Agreement No. 1, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(b) | ||||||
| 10.16(c)† | Letter Agreement No. 2, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(c) | ||||||
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| Incorporated by Reference | |||||||||
Exhibit Number | Exhibit Description | Form | Date | Number | Filed Herewith | |||||
| 10.16(d)† | Letter Agreement No. 3, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(d) | ||||||
| 10.16(e)† | Letter Agreement No. 4, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(e) | ||||||
| 10.16(f)† | Letter Agreement No. 5, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(f) | ||||||
| 10.16(g)† | Letter Agreement No. 6A, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(g) | ||||||
| 10.16(h)† | Letter Agreement No. 6B, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(h) | ||||||
| 10.16(i)† | Letter Agreement No. 7, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(i) | ||||||
| 10.16(j)† | Letter Agreement No. 8, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(j) | ||||||
| 10.16(k)† | Letter Agreement No. 9, dated as of October 31, 2014, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(k) | ||||||
| 10.16(l)† | Amendment No. 1 to Airbus A321 Aircraft Purchase Agreement, dated as of May 18, 2015, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(l) | ||||||
| 10.16(m)† | Amended and Restated Letter Agreement No. 2, dated as of May 18, 2015, by and between Airbus S.A.S. and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.16(m) | ||||||
| 10.17(a)† | Frontier Airlines, Inc. Credit Card Affinity Agreement, dated as of March 12, 2003, by and between Frontier Airlines, Inc. and Barclays Bank Delaware, formerly known as Juniper Bank. | X | ||||||||
| 10.17(b)† | First Amendment to the Frontier Airlines, Inc. Credit Card Affinity Agreement, dated as of March 12, 2003, by and between Frontier Airlines, Inc. and Barclays Bank Delaware, formerly known as Juniper Bank. | X | ||||||||
| 10.17(c)† | Second Amendment to the Frontier Airlines, Inc. Credit Card Affinity Agreement, dated as of April 1, 2005, by and between Frontier Airlines, Inc. and Barclays Bank Delaware, formerly known as Juniper Bank. | S-1/A | 5/9/2017 | 10.17(c) | ||||||
| 10.17(d)† | Third Amendment to the Frontier Airlines, Inc. Credit Card Affinity Agreement, dated as of March 27, 2006, by and between Frontier Airlines, Inc. and Barclays Bank Delaware, formerly known as Juniper Bank. | S-1/A | 5/9/2017 | 10.17(d) | ||||||
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| Incorporated by Reference | |||||||||
Exhibit Number | Exhibit Description | Form | Date | Number | Filed Herewith | |||||
| 10.17(e)† | Fourth Amendment to the Frontier Airlines, Inc. Credit Card Affinity Agreement, dated as of May 8, 2007, by and between Frontier Airlines, Inc. and Barclays Bank Delaware, formerly known as Juniper Bank. | X | ||||||||
| 10.17(f)† | Fifth Amendment to the Frontier Airlines, Inc. Credit Card Affinity Agreement, dated as of May 25, 2007, by and between Frontier Airlines, Inc. and Barclays Bank Delaware, formerly known as Juniper Bank. | S-1/A | 5/9/2017 | 10.17(f) | ||||||
| 10.17(g)† | Sixth Amendment to the Frontier Airlines, Inc. Credit Card Affinity Agreement, dated as of September 9, 2009, by and between Frontier Airlines, Inc. and Barclays Bank Delaware, formerly known as Juniper Bank. | X | ||||||||
| 10.17(h)† | Seventh Amendment to the Frontier Airlines, Inc. Credit Card Affinity Agreement, dated as of July 23, 2010, by and between Frontier Airlines, Inc. and Barclays Bank Delaware, formerly known as Juniper Bank. | S-1/A | 5/9/2017 | 10.17(h) | ||||||
| 10.17(i)† | Eighth Amendment to the Frontier Airlines, Inc. Credit Card Affinity Agreement, dated as of October 29, 2010, by and between Frontier Airlines, Inc. and Barclays Bank Delaware, formerly known as Juniper Bank. | S-1/A | 5/9/2017 | 10.17(i) | ||||||
| 10.17(j)† | Ninth Amendment to the Frontier Airlines, Inc. Credit Card Affinity Agreement, dated as of November 5, 2013, by and between Frontier Airlines, Inc. and Barclays Bank Delaware, formerly known as Juniper Bank. | X | ||||||||
| 10.17(k)† | Tenth Amendment to the Frontier Airlines, Inc. Credit Card Agreement, dated as of June 18, 2015, by and between Frontier Airlines, Inc. and Barclays Bank, formerly known as Jupiter Bank. | S-1/A | 5/9/2017 | 10.17(k) | ||||||
| 10.18(a)† | General Terms AgreementNo. 6-13616, dated as of June 30, 2000, by and between Frontier Airlines, Inc., CFM International, Inc. and Societe Nationale D’Etude et de Construction de Monteurs d’Aviation. | S-1/A | 5/9/2017 | 10.18(a) | ||||||
| 10.18(b)† | Letter Agreement No. 1, dated as of June 30, 2000, by and between Frontier Airlines, Inc. and CFM International, Inc. | X | ||||||||
| 10.18(c)† | Letter Agreement No. 2, dated as of November 20, 2002, by and between Frontier Airlines, Inc. and CFM International, Inc. | S-1/A | 5/9/2017 | 10.18(c) | ||||||
| 10.18(d)† | Letter Agreement No. 3, dated as of August 1, 2003, by and between Frontier Airlines, Inc. and CFM International, Inc. | S-1/A | 5/9/2017 | 10.18(d) | ||||||
| 10.18(e)† | Letter Agreement No. 4, dated as of March 26, 2004, by and between Frontier Airlines, Inc. and CFM International, Inc. | S-1/A | 5/9/2017 | 10.18(e) | ||||||
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| Incorporated by Reference | |||||||||
Exhibit Number | Exhibit Description | Form | Date | Number | Filed Herewith | |||||
| 10.18(f)† | Letter Agreement No. 5, dated as of April 11, 2006, by and between Frontier Airlines, Inc. and CFM International, Inc. | S-1/A | 5/9/2017 | 10.18(f) | ||||||
| 10.18(g) | Amendment No. 1 to GTA 6-13616, dated as of June 6, 2009, by and between Frontier Airlines, Inc. and CFM International, Inc. | S-1/A | 5/9/2017 | 10.18(g) | ||||||
| 10.18(h)† | Letter Agreement No. 7, dated as of October 25, 2011, by and between Frontier Airlines, Inc. and CFM International, Inc. | S-1/A | 5/9/2017 | 10.18(h) | ||||||
| 10.18(i)† | Letter Agreement No. 8, dated as of December 23, 2014, by and between Frontier Airlines, Inc. and CFM International, Inc. | S-1/A | 5/9/2017 | 10.18(i) | ||||||
| 10.19(a)† | General Terms Agreement No.CFM-11-2576101711, dated as of October 17, 2011, by and between Frontier Airlines, Inc. and CFM International, Inc. | S-1/A | 5/9/2017 | 10.19(a) | ||||||
| 10.19(b)† | Letter Agreement No. 1 to General Terms Agreement No.CFM-11-2576101711, dated as of October 26, 2011, by and between Frontier Airlines, Inc. and CFM International, Inc. | S-1/A | 5/9/2017 | 10.19(b) | ||||||
| 10.19(c)† | Amendment No. 1 to Letter Agreement No. 1, dated as of December 23, 2014, by and between Frontier Airlines, Inc. and CFM International, Inc. | S-1/A | 5/9/2017 | 10.19(c) | ||||||
| 10.20(a)† | Agreement on Technical Services for A320 Family Aircraft, dated as of November 5, 2014, by and between Frontier Airlines, Inc. and Lufthansa Technik AG. | X | ||||||||
| 10.20(b)† | Total Component Support Attachment, dated as of November 5, 2014, by and between Frontier Airlines, Inc. and Lufthansa Technik AG. | S-1/A | 5/9/2017 | 10.20(b) | ||||||
| 10.20(c)† | Attachment on Aircraft Production Inspection, dated as of April 30, 2015, by and between Frontier Airlines, Inc. and Lufthansa Technik AG. | X | ||||||||
| 10.21† | Purchase Terms Agreement (Material-Single Event), dated as of November 5, 2014, by and between Frontier Airlines, Inc. and Lufthansa Technik AG. | S-1/A | 5/9/2017 | 10.21 | ||||||
| 10.22(a)† | Navitaire Hosted Services Agreement, dated as of June 20, 2014, by and between Frontier Airlines, Inc. and Navitaire LLC. | X | ||||||||
| 10.22(b)† | Amendment No. 1 to Navitaire Hosted Services Agreement, dated as of March 1, 2015, by and between Frontier Airlines, Inc. and Navitaire LLC. | S-1/A | 5/9/2017 | 10.22(b) | ||||||
| 10.22(c)† | Amendment No. 2 to Navitaire Hosted Services Agreement, dated as of April 10, 2015, by and between Frontier Airlines, Inc. and Navitaire LLC. | S-1/A | 5/9/2017 | 10.22(c) | ||||||
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| Incorporated by Reference | |||||||||
Exhibit Number | Exhibit Description | Form | Date | Number | Filed Herewith | |||||
| 10.22(d)† | Amendment No. 3 to Navitaire Hosted Services Agreement, dated as of January 1, 2016, by and between Frontier Airlines, Inc. and Navitaire LLC. | S-1/A | 5/9/2017 | 10.22(d) | ||||||
| 10.23† | Second Amended and Restated Credit Agreement, dated as of December 16, 2016, by and among Vertical Horizons, Ltd., Citibank, N.A., Citigroup Global Markets, Inc., Bank of Utah and each lender identified on Schedule I thereto. | S-1/A | 5/23/2017 | 10.23 | ||||||
| 10.24† | Second Amended and Restated Mortgage and Security Agreement, dated as of December 16, 2016, by and among Vertical Horizons, Ltd., Citibank, N.A. and Bank of Utah. | S-1/A | 5/23/2017 | 10.24 | ||||||
| 10.25 | Second Amended and Restated Guarantee, dated as of December 16, 2016, by Frontier Airlines, Inc. in favor of Bank of Utah. | S-1/A | 5/23/2017 | 10.25 | ||||||
| 10.26† | Second Amended and Restated Guarantee, dated as of December 16, 2016, by Frontier Airlines Holdings, Inc. in favor of Bank of Utah. | S-1/A | 5/23/2017 | 10.26 | ||||||
| 10.27(a)† | Step-In Agreement, dated as of December 23, 2014, by and among Vertical Horizons, Ltd., Bank of Utah and Airbus S.A.S. | S-1/A | 5/23/2017 | 10.27(a) | ||||||
| 10.27(b)† | Letter Agreement to the Step-In Agreement and the Assigned A321 Purchase Agreement, dated as of May 18, 2015, by and among Vertical Horizons, Ltd., Frontier Airlines, Inc., Bank of Utah and Airbus S.A.S. | S-1/A | 5/23/2017 | 10.27(b) | ||||||
| 10.27(c)† | Amendment Agreement to Step-In Agreement and the Assigned Purchase Agreements, dated as of August 11, 2015, by and among Vertical Horizons, Ltd., Bank of Utah and Airbus S.A.S. | S-1/A | 5/23/2017 | 10.27(c) | ||||||
| 10.27(d)† | Amendment Agreement No. 3 to Step-In Agreement and the Assigned Purchase Agreements, dated as of December 16, 2016, by and among Vertical Horizons, Ltd., Bank of Utah and Airbus S.A.S. | S-1/A | 5/23/2017 | 10.27(d) | ||||||
| 10.28(a)† | Purchase Agreements Assignment and Assumption Agreement, dated as of December 23, 2014, by and among Vertical Horizons, Ltd., Frontier Airlines, Inc. and Airbus S.A.S. | S-1/A | 5/23/2017 | 10.28(a) | ||||||
| 10.28(b)† | Amendment Agreement to Assignment and Assumption Agreement, dated as of August 11, 2015, by and among Vertical Horizons, Ltd., Frontier Airlines, Inc. and Airbus S.A.S. | S-1/A | 5/23/2017 | 10.28(b) | ||||||
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| Incorporated by Reference | |||||||||
Exhibit Number | Exhibit Description | Form | Date | Number | Filed Herewith | |||||
| 10.28(c)† | Amendment Agreement No. 3 to Assignment and Assumption Agreement, dated as of December 16, 2016, by and among Vertical Horizons, Ltd., Frontier Airlines, Inc. and Airbus S.A.S. | S-1/A | 5/23/2017 | 10.28(c) | ||||||
| 10.29† | Second Amended and Restated CFMI Engine Benefits Agreement, dated as of December 16, 2016, by and among Vertical Horizons, Ltd., CFM International, Inc., Bank of Utah and Frontier Airlines, Inc. | S-1/A | 5/23/2017 | 10.29 | ||||||
| 10.30(a)† | Amended and Restated Signatory Agreement (U.S. Visa and MasterCard Transactions), dated as of November 5, 2013, by and among Frontier Airlines Holdings Inc., Frontier Airlines, Inc. and U.S. Bank National Association. | S-1/A | 5/23/2017 | 10.30(a) | ||||||
| 10.30(b)† | First Omnibus Amendment to Signatory Agreements, dated as of March 1, 2016, by and among Frontier Airlines Holdings, Inc., Frontier Airlines, Inc. and U.S. Bank National Association. | S-1/A | 5/23/2017 | 10.30(b) | ||||||
| 14.1* | Code of Ethics | |||||||||
| 21.1 | List of subsidiaries | S-1 | 3/31/2017 | 21.1 | ||||||
| 23.1 | Consent of independent registered public accounting firm. | S-1/A | 5/9/2017 | 23.1 | ||||||
| 23.2* | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |||||||||
| 24.1 | Power of Attorney. Reference is made to the signature page to the Registration Statement. | S-1 | 3/31/2017 | 24.1 | ||||||
| * | To be filed by amendment. |
| # | Indicates management contract or compensatory plan. |
| † | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC. |
II-12
