SEC Comment Letter for Frontier Group Holdings, (ULCC) — May 6, 2022
Frontier Group Holdings, Inc.
Date: May 6, 2022 · CIK: 0001670076 · Accession: 0000000000-22-005012
AI Filing Summary & Sentiment
File numbers found in text: 333-263467
Letter
United States securities and exchange commission logo May 6, 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 Response dated May 5, 2022 File No. 333-263467 Dear Mr. Biffle: We have reviewed your response dated May 5, 2022 and have the following 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. Unless we note otherwise, our references to prior comments are to comments in our May 3, 2022 letter. Response dated May 5, 2022 Form of Debevoise & Plimpton Ex. 8.1 Tax Opinion, page 1 1.We note your response to prior comment 1, and note that the proposed Exhibit 8.1 tax opinion states that counsel is of the opinion that the statements in the Registration Statement under the heading “Material U.S. Federal Income Tax Consequences of the Merger,” insofar as such statements purport to summarize U.S. federal income tax law or to state legal conclusions with respect thereto, “are accurate in all material respects.” Please ask counsel to revise its opinion to state clearly, if true, that the disclosure in such section is counsel’s opinion. See Section III.B.2 of Staff Legal Bulletin No. 19.
FirstName LastNameBarry Biffle Comapany NameFrontier Group Holdings, Inc. May 6, 2022 Page 2 FirstName LastName Barry Biffle Frontier Group Holdings, Inc. May 6, 2022 Page 2 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, Division of Corporation Finance Office of Energy & Transportation cc: Mark M. Bekheit
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United States securities and exchange commission logo
May 6, 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
Response dated May 5, 2022
File No. 333-263467
Dear Mr. Biffle:
We have reviewed your response dated May 5, 2022 and have the following
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. Unless we note
otherwise, our references to prior comments are to comments in our May 3, 2022 letter.
Response dated May 5, 2022
Form of Debevoise & Plimpton Ex. 8.1 Tax Opinion, page 1
1.We note your response to prior comment 1, and note that the proposed Exhibit 8.1 tax
opinion states that counsel is of the opinion that the statements in the Registration
Statement under the heading “Material U.S. Federal Income Tax Consequences of the
Merger,” insofar as such statements purport to summarize U.S. federal income tax law or
to state legal conclusions with respect thereto, “are accurate in all material respects.”
Please ask counsel to revise its opinion to state clearly, if true, that the disclosure in such
section is counsel’s opinion. See Section III.B.2 of Staff Legal Bulletin No. 19.
FirstName LastNameBarry Biffle
Comapany NameFrontier Group Holdings, Inc.
May 6, 2022 Page 2
FirstName LastName
Barry Biffle
Frontier Group Holdings, Inc.
May 6, 2022
Page 2
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,
Division of Corporation Finance
Office of Energy & Transportation
cc: Mark M. Bekheit