Frontier Group Holdings, Inc. · NASDAQ:ULCC
Frontier — Merger or Acquisition (January 2025)
8 slides from Frontier's merger presentation, Jan 29, 2025
Slide 1: Presentation to Spirit, January 2025
Exhibit 99.4 Presentation to Spirit January 2025
Slide 2: Frontier's proposal ensures superior economics, certainty, and speed for Spirit's stakeholders
Frontier’s proposal ensures superior economics, certainty, and speed for Spirit’s stakeholders relative to the Spirit standalone plan Stronger, More Competitive Airline ïƒ~ Transaction with Frontier creates America’s first low-cost carrier with sufficient scale to compete with the Big Fourïƒ~ Comple
Slide 3: Spirit Standalone Restructuring vs. Frontier Proposal
($ in millions) Spirit Standalone Restructuring Frontier Proposal Creditor Consideration Exit Secured Notes $840 $400 11.0% Cash / 8.0% Cash + 4.0% PIK Coupon 11.0% Cash / 8.0% Cash + 4.0% PIK (specifics to be discussed) % Ownership 100% of Spirit 19.0% of PF Frontier + Spirit Pro Forma Entity Spiri
Slide 4: Compelling Proposal to Acquire Spirit
Compelling Proposal to Acquire Spirit To Create America’s First At-Scale, Low-Cost Competitor to Big Four Creating a Stronger Airline with Long-Term Viability to Compete More Effectively • 5th largest U.S. airline, growing to 100M annual passengers and 400+ aircraft within a few years • Top three ca
Slide 5: Stronger Airline with Long-Term Viability to Compete Against Big Four
Stronger Airline with Long-Term Viability to Compete Against Big Four 2023 Available Seat Miles Consumers Win: Low Fares with Premium Options 5th largest U.S. airline, growing to 100M annual passengers and 400+ aircraft within a few yearsïƒ~ Provides more low fares to more consumers, enabling billio
Slide 6: Frontier Proposal creates significantly greater value than Spirit Standalone Restructuring Plan
Frontier Proposal creates significantly greater value than Spirit Standalone Restructuring Plan. ($ in millions); FY26 EBITDAR Multiples Spirit Standalone Restructuring Frontier Proposal (Excluding Synergies) As of 02/28/2025, $840mm Exit Secured Notes $400mm Exit Secured Notes; 19.0% Ownership to S
Slide 7: Total Value to Stakeholders
($ in millions) Total Value to Stakeholders (Senior Secured Notes + Convertible Notes + Common Equity) Spirit RSA Frontier Proposal (Excl. Synergies) Frontier Proposal (Incl. Synergies) $2,901 $400mm Exit Secured Notes + 19% Equity Interest in PF $2,585 Frontier + Spirit $2,255 $2,162 $1,925 $1,901
Slide 8: Expedited due diligence process
• Given extensive diligence conducted to date, Frontier envisions an expedited due diligence process that may be completed in approximately 5-10 days • Key diligence items include: – Sales performance relative to plan – Confirmation of latest Pratt & Whitney agreement providing compensation for 2025
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