Republic Airways Holdings Inc. (Indianapolis) today (October 1) announced that it has entered into a definitive agreement to sell Frontier Airlines (2nd) (Denver) to an affiliate of Indigo Partners LLC (Phoenix) in an all-cash transaction.
Indigo Partners and its principals, led by managing partner William A. Franke, have a history of investing in airline transportation and related industries and creating successful, differentiated companies. Under the terms of the stock purchase agreement, which has been approved by Republic’s Board of Directors, the buyer, an affiliate of Indigo Partners, will acquire all the outstanding shares of Frontier Airlines Holdings, Inc. in a transaction valued at approximately $145 million, of which $36 million (subject to certain adjustments under the purchase agreement) is to be paid in cash for the equity of Frontier Holdings and the balance is indebtedness that will be retained by Frontier. In addition, Indigo plans to invest additional funds directly in Frontier after the closing.
As part of the transaction, under a separate agreement, Republic will assign to Frontier all of Republic’s rights under agreements relating to the Republic’s Airbus A320neo order in exchange for reimbursement of pre-delivery deposits, which total $32 million.
“We endorse and will support continued efforts to build Frontier into a leading nationwide ultra-low cost carrier (ULCC),” said Franke. “As airline fares continue to move up, passengers need affordable travel alternatives. Our goal will be to meet that need in more markets as we invest in the airline to grow its footprint, while maintaining a commitment to quality service, customer choice and satisfaction and continued employment opportunities for the Frontier team.”
Completion of the transaction is conditioned on agreements being reached with the Association of Flight Attendants (AFA) and FAPA Invest LLC by no later than October 31, 2013, as well as agreement and documentation of other third-party commercial agreements. The transaction is also subject to receipt of required approvals by the Federal Communications Commission for the transfer of Frontier’s radio licenses, the receipt of certain third-party consents and releases and other customary closing conditions.
Assuming satisfaction of the conditions of the agreement, Republic expects the transaction to close in December 2013.
Barclays is serving as financial advisor and Hughes Hubbard & Reed LLP is serving as legal advisor to Republic in connection with the transaction. Latham & Watkins LLP is serving as Indigo Partners LLC’s legal advisor.
Copyright Photo: Brian McDonough/AirlinersGallery.com. Frontier’s Airbus A320-214 N208FR (msn 4562) with the Cougar on the tail prepares to land at Baltimore/Washington.