SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 20, 2026

James G. Dempsey
Chief Executive Officer, President and Director
Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239

 Re: Frontier Group Holdings, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2025
 Filed February 18, 2026
 File No. 001-40304
Dear James G. Dempsey:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Tony Richmond
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201 
 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Chicago

 Paris

 Dubai

 Riyadh

 Düsseldorf

 San Diego

 April 8, 2026

 Frankfurt

 San Francisco

 Hamburg

 Seoul

 Via EDGAR Correspondence

 Hong Kong

 Silicon Valley

 Houston

 Singapore

 Office of Energy & Transportation

 London

 Tel Aviv

 Division of Corporation Finance

 Los Angeles

 Tokyo

 U.S. Securities and Exchange Commission

 Madrid

 Washington, D.C.
 100 F Street, N.E. Washington,
DC 20549 Attn: Yolanda Guobadia and Gus Rodriguez

 Re:
 Frontier Group Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2025
 Filed February 18, 2026
 File No. 001-40304 Dear
Ms. Guobadia and Mr. Rodriguez: On behalf of our client, Frontier Group Holdings, Inc. (the
“ Company ”), this letter is respectfully submitted in response to the letter dated March 17, 2026, from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and
Exchange Commission, relating to the above-referenced Form 10-K for the year ended December 31, 2025 filed by the Company on February 18, 2026 (the “ Form 10-K ”). The Staff’s comments are set forth below in
bold, followed by the Company’s response to the comments. Capitalized terms not otherwise defined in this letter have the meanings given to them in the Form 10-K.
 Form 10-K for the Fiscal Year Ended December 31, 2025
 Financial Statements Note 1 — Summary
of Significant Accounting Policies Cash and Cash Equivalents, page 94

 1.
 We note your disclosure indicating that you consider all highly liquid investments with original maturities
of three months or less at the date of acquisition to be cash and cash equivalents, although also indicating that “items with maturities greater than three months” that are readily convertible to known amounts of cash (including money
market funds and time deposits) are also reported as cash and cash equivalents.

 April 8, 2026
 Page
 2

 As the definition of cash equivalents in FASB ASC 230-10-20 stipulates that “only
investments with original maturities of three months or less” qualify under the definition, i.e. short-term, highly liquid investments that are readily convertible to known amounts of cash, and so near their maturity that they present
insignificant risk of changes in value because of changes in interest rates, unless you are able to show why this criteria would not apply to you (also considering the FASB deliberations regarding the limit as documented in their basis for
conclusions), it appears that the instruments having original maturities greater than ninety days should be reclassified. Please
provide us with details of the amounts that you have reported as of the end of the two last fiscal years as cash and cash equivalents that did not have maturities of three months or less when acquired.
 The Company respectfully acknowledges the Staff’s comment and advises the Staff that management has reviewed the amounts
reported as cash and cash equivalents as of the end of the last two fiscal years. The Company confirms that, as of the end of the last two fiscal years, it has not held or reported any amounts as cash and cash equivalents that had maturities of
greater than three months when acquired. The disclosure that “any items with maturities greater than three months
that are readily convertible to known amounts of cash are considered cash and cash equivalents” is a legacy disclosure that was included in the Company’s December 31, 2025 Form 10-K in error. Beginning with the Company’s next
periodic filing, the Company will revise its disclosure in the notes to the financial statements to reflect this update.
 For illustrative purposes, below are proposed revisions to the existing related Form 10-K disclosure as an example of future
disclosure on this topic. Bold strikethrough text indicates proposed deletions. Note 1 – Summary of
Significant Accounting Policies Cash and Cash Equivalents, page 94 of the Form 10-K
 The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash
and cash equivalents. Additionally, any items with maturities greater than three months that are readily convertible to known amounts of cash are considered cash and cash equivalents. Investments included in this category primarily
consist of money market funds and time deposits. Note 8 - Operating Leases
 Aircraft Rent Expense and Maintenance Obligations, page 108

 2.
 We note that you report aircraft lease extensions in each period which impact your accruals for the
right-of-use asset and corresponding liability, although which also yield reductions to aircraft rent due to changes in estimates for lease termination costs. Your accounting policy disclosure explains that some leases with initial terms greater
than 12 months include rental escalation clauses, renewal options, termination options and/or other items that cause variability and are factored into the determination of lease payments when appropriate, although does not indicate how these
assessments are based on or utilize the criteria of exercise being reasonably certain to occur.

 April 8, 2026
 Page
 3

 Please expand your accounting policy disclosure on page 95 and the critical accounting
policy disclosure on page 79 to describe the factors that you consider in determining whether exercise of lease extension options are reasonably certain upon entering into a lease, based on the guidance in FASB ASC 842-10-30-2 and 842-10-55-26, and
to explain how the prospects of exercise are reassessed in subsequent periods based on the guidance in FASB ASC 842-10-35-1 and 842-10-55-28 and 29.
 Please include details sufficient to understand the alternatives to exercise that are under consideration, and the nature of the changes in
circumstances that appear to arise only upon exercise and which do not result in any changes to your assessment of exercise as being not reasonably certain in the intervening periods prior to exercise. Please describe any correlation between your
decisions to extend aircraft leases and any changes in your plans to acquire aircraft as represented by the tabulation on page 77.
 Also tell us how many aircraft were covered by your lease extensions each period, the number of years covered by the extensions exercised,
and whether the leases for the aircraft covered by those extensions had been subject to any prior extensions and if so, also describe to us the typical terms for the initial lease periods, terms for any extensions, and indicate whether there are
typically multiple extensions available. The Company respectfully acknowledges the Staff’s comment and advises
the Staff that, as discussed in more detail below, during the fiscal years ended December 31, 2025, 2024 and 2023, the Company did not exercise any aircraft lease extension options. References in the Form 10-K indicating that “the Company
extended the term for certain aircraft operating leases” (or similar) refer to contractual amendments separately negotiated and agreed to with each lessor, not the exercise of an extension option in the original lease. As a result, the
accounting for the lease extensions as disclosed in the Company’s filings coincided with the date the applicable contractual lease extension amendment was executed between the Company and the applicable lessor.
 In future filings, the Company will expand its disclosure to clarify that such extensions were the result of separate
amendments as well as enhance its accounting policy disclosure to describe the factors that the Company considers in determining whether exercise of lease extension options are reasonably certain upon entering into a lease, based on the guidance in
FASB ASC 842-10-30-2 and FASB ASC 842-10-55-26, and to explain how the prospects of exercise are reassessed in subsequent periods based on the guidance in FASB ASC 842-10-35-1, FASB ASC 842-10-55-28 and FASB ASC 842-10-55-29.

 April 8, 2026
 Page 4

 For illustrative purposes, below are proposed revisions to the existing
related Form 10-K disclosure as an example of future disclosure on this topic. Bold strikethrough text indicates proposed deletions and bold underlined text indicates proposed additions.
 Note 8 – Operating Leases
 Aircraft Rent Expense and Maintenance Obligations, page 108
 “During the year ended December 31, 2025, the Company extended the term for amended
certain aircraft operating leases that were slated to expire between 2026 and 2027 in order to extend the term of the lease, and recorded a benefit of $27 million to aircraft rent in the Company’s consolidated
statements of operations related to previously accrued lease return costs. During the year ended December 31, 2024, the Company extended the term for amended certain aircraft operating leases that
were slated to expire between 2025 and 2027 in order to extend the term of the lease, and recorded a benefit of $14 million to aircraft rent in the Company’s consolidated statements of operations related to
previously accrued lease return costs. During the year ended December 31, 2023, the Company extended the term for amended certain aircraft operating leases that were slated to expire between 2023 and
2024 in order to extend the term of the lease, and recorded a benefit of $53 million to aircraft rent in the Company’s consolidated statements of operations related to previously accrued lease return costs. These
costs were variable in nature and associated with the anticipated utilization and condition of the airframes and engines at the original return date. Given the extension of the terms of these aircraft operating leases,
such variable return costs are no longer probable of occurring.” Note 1 – Significant Accounting Policies
 Leases, page 95
 “The Company leases property and equipment under operating leases. For leases with initial terms greater than 12 months, the
related operating lease right-of-use asset and corresponding operating lease liability are recorded at the present value of lease payments over the term on the Company’s consolidated balance sheets. Some leases include rental escalation
clauses, renewal options, termination options and/or other items that cause variability that are factored into the determination of lease payments when appropriate. The Company includes renewal option periods in the lease term used to
measure lease liabilities and the corresponding right of use assets when such renewal options are reasonably certain of exercise which is evaluated at commencement and over the life of the lease and includes an assessment of contract, asset, market
and Company-specific factors. Specifically, in determining whether exercise of lease renewal options are reasonably certain, and in conjunction with assessing the overall desirability of renewal option terms, the Company considers factors such as
(i) the Company’s long-term fleet plan and current aircraft commitments; (ii) the presence of any significant termination penalties which may economically compel the Company to extend the lease; (iii) the presence of

 April 8, 2026
 Page 5

 any below market rates in leases that contain renewal options; (iv) the significance of leasehold improvements; and (v) the timing of major maintenance events related to the
airframe and engines, which are both considered part of the aircraft lease. The Company does not separate lease and non-lease components of contracts, except for certain flight training equipment, for which consideration is allocated
between lease and non-lease components.” Critical Accounting Policies and Estimates
 Leased Aircraft Return Costs, page 79
 “In 2025 and 2024, we extended the term for amended certain aircraft operating leases
that were slated to expire between 2026 and 2027, and between 2025 and 2027, respectively , in order to extend the term of the lease . For the years ended December 31, 2025 and 2024, we recorded a benefit of $27
million and $14 million, respectively, to aircraft rent in our consolidated statement of operations related to previously accrued lease return costs . Such accrued lease return costs were variable in nature and associated
with the anticipated utilization and condition of the airframes at the original return date. Given the extension of these aircraft operating leases, such variable return costs are no longer probable of occurring.”
 The Company is also providing the Staff with additional detail in response to the Staff’s other questions, although this
additional detail may no longer be necessary given that the Company did not exercise any aircraft lease extension options during the fiscal years ended December 31, 2025, 2024 and 2023.
 During the years ended December 31, 2025, 2024 and 2023, the Company extended a total of 44 aircraft leases. None of these
44 leases had been previously extended in any manner, including pursuant to the exercise of an extension option in the original lease or a separately negotiated amendment, and each lease was extended for the first time pursuant to a separately
negotiated amendment to the original lease agreement. The Company has no history of exercising renewal options in its aircraft lease agreements.
 The Company’s aircraft leases typically have a fixed term of between 8 and 12 years, and of the 44 aircraft operating
leases for which the Company entered into contractual amendments to extend the term of the lease during the fiscal years ended December 31, 2025, 2024 and 2023, only six leases included an extension option in the original lease agreement. The
majority of these six extension options provided for two 2-year extensions on the same terms as the original lease agreement, including at the same fixed rent. Even in the cases where an aircraft lease includes an extension option, the Company has
not historically exercised such options because, for business reasons, the Company typically seeks longer extension periods than the lease extension option would provide, with such extensions averaging 5.5 years across the 44 aircraft leases
extended by contractual amendment. In addition, in recent years, the Company has been able to utilize amendments to obtain more favorable rates due to changes in market conditions as compared to the fixed rent terms in the lease extension options.

 April 8, 2026
 Page 6

 The Company evaluates any aircraft lease extension options both upon
commencement of the lease and on an ongoing basis and includes extension options in the lease term used to measure lease liabilities and the corresponding right of use assets when it is reasonably certain that such extension option will be
exercised. At commencement of an aircraft lease, and in accordance with FASB ASC 842-10-55-26, the Company evaluates whether it is reasonably certain to exercise or not to exercise an aircraft lease extension option “by considering all
economic factors relevant to that assessment—contract-based, asset-based, market-based, and entity-based factors.”
 During the life of the lease, the Company evaluates whether any extension options have become reasonably certain of exercise in
accordance with FASB ASC 842-10-35-1, FASB ASC 842-10-55-28 and FASB ASC-842-10-55-29. The future aircraft
commitments outlined in the table on page 77 of the Form 10-K relate to the Company’s purchase commitment agreements with the aircraft manufacturer and the Company’s decision to extend certain of
its existing lease agreements via separate contractual amendments was made to further support the Company’s future operating needs.
 * * * * * We believe that the
foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. If you have any questions or comments or require fu

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201
 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Chicago

 Paris

 Dubai

 Riyadh

 March 27, 2026

 Düsseldorf

 San Diego

 Frankfurt

 San Francisco

 Via EDGAR Correspondence

 Hamburg

 Seoul

 Hong Kong

 Silicon Valley

 Office of Energy & Transportation

 Houston

 Singapore

 Division of Corporation Finance

 London

 Tel Aviv

 U.S. Securities and Exchange Commission

 Los Angeles

 Tokyo

 100 F Street, NE

 Madrid

 Washington, D.C.

 Washington, DC 20549

 Attn: Yolanda Guobadia and Gus Rodriguez

 Re:
 Frontier Group Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2025
 Filed on February 18, 2026
 File No. 001-40304
 To the addressees set forth above: This letter is submitted on
behalf of Frontier Group Holdings, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) concerning the above-referenced filing of the Company, as set forth in your letter to the Company dated March 17, 2026 (the “Comment Letter”).
 This letter confirms our telephone conversation with Yolanda Guobadia on March 27, 2026 regarding the Company’s request for a 10 business day
extension from the initial response deadline of March 31, 2026 to respond to the Comment Letter. The Company currently expects to respond to the Comment Letter on or about April 14, 2026.
 Please do not hesitate to contact the undersigned at (202) 637-2113 or by email at Jessica.Lennon@lw.com if you
have any questions regarding this letter.

 Sincerely,

 /s/ Jessica Lennon

 Jessica L. Lennon of Latham & Watkins
LLP

 cc:
 James Dempsey, Frontier Group Holdings, Inc.
 Mark Mitchell, Frontier Group Holdings, Inc.
 Josh Wetzel, Frontier Group Holdings, Inc.
 Howard Diamond, Frontier Group Holdings, Inc.
 Brian Miller, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2026

James G. Dempsey
Chief Executive Officer, President and Director
Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239

 Re: Frontier Group Holdings, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2025
 Filed February 18, 2026
 File No. 001-40304
Dear James G. Dempsey:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2025
Financial Statements
Note 1 - Summary of Significant Accounting Policies
Cash and Cash Equivalents, page 94

1. We note your disclosure indicating that you consider all highly liquid
investments with
 original maturities of three months or less at the date of acquisition
to be cash and cash
 equivalents, although also indicating that items with maturities
greater than three
 months that are readily convertible to known amounts of cash
(including money market
 funds and time deposits) are also reported as cash and cash equivalents.

 As the definition of cash equivalents in FASB ASC 230-10-20 stipulates
that only
 investments with original maturities of three months or less qualify
under the definition,
 i.e. short-term, highly liquid investments that are readily convertible
to known amounts
 of cash, and so near their maturity that they present insignificant risk
of changes in value
 because of changes in interest rates, unless you are able to show why
this criteria would
 not apply to you (also considering the FASB deliberations regarding the
limit as
 March 17, 2026
Page 2

 documented in their basis for conclusions), it appears that the
instruments having original
 maturities greater than ninety days should be reclassified.

 Please provide us with details of the amounts that you have reported as
of the end of the
 two last fiscal years as cash and cash equivalents that did not have
maturities of three
 months or less when acquired.

Note 8 - Operating Leases
Aircraft Rent Expense and Maintenance Obligations, page 108

2. We note that you report aircraft lease extensions in each period which
impact your
 accruals for the right-of-use asset and corresponding liability,
although which also yield
 reductions to aircraft rent due to changes in estimates for lease
termination costs. Your
 accounting policy disclosure explains that some leases with initial
terms greater than
 12 months include rental escalation clauses, renewal options,
termination options and/or
 other items that cause variability and are factored into the
determination of lease
 payments when appropriate, although does not indicate how these
assessments are based
 on or utilize the criteria of exercise being reasonably certain to
occur.

 Please expand your accounting policy disclosure on page 95 and the
critical accounting
 policy disclosure on page 79 to describe the factors that you consider
in determining
 whether exercise of lease extension options are reasonably certain upon
entering into a
 lease, based on the guidance in FASB ASC 842-10-30-2 and 842-10-55-26,
and to
 explain how the prospects of exercise are reassessed in subsequent
periods based on the
 guidance in FASB ASC 842-10-35-1 and 842-10-55-28 and 29.

 Please include details sufficient to understand the alternatives to
exercise that are under
 consideration, and the nature of the changes in circumstances that
appear to arise only
 upon exercise and which do not result in any changes to your assessment
of exercise as
 being not reasonably certain in the intervening periods prior to
exercise. Please describe
 any correlation between your decisions to extend aircraft leases and any
changes in
 your plans to acquire aircraft as represented by the tabulation on page
77.

 Also tell us how many aircraft were covered by your lease extensions
each period, the
 number of years covered by the extensions exercised, and whether the
leases for the
 aircraft covered by those extensions had been subject to any prior
extensions and if so,
 also describe to us the typical terms for the initial lease periods,
terms for any extensions,
 and indicate whether there are typically multiple extensions available.

 In closing, 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.

 Please contact Yolanda Guobadia at 202-551-3562 or Gus Rodriguez at
202-551-3752
with any questions.
 March 17, 2026
Page 3

 Sincerely,

 Division of Corporation Finance
 Office of Energy & Transportation
cc: Tony Richmond
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 FRONTIER GROUP HOLDINGS, INC.

4545 Airport Way

 Denver,
Colorado 80239

 May 11, 2022

 VIA EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549-6010

Attention:
 Yolanda Guobadia, Staff Accountant

 Gus Rodriguez, Accounting Branch Chief

 Anuja Majmudar, Attorney-Advisor

 Laura Nicholson, Special Counsel

Re:
 Frontier Group Holdings, Inc.

 Registration Statement on Form S-4 (File
No. 333-263467)

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective
date of the Registration Statement on Form S-4 (File No. 333-263467) (as amended, the “Registration Statement”) of Frontier Group Holdings, Inc.
(the “Company”), so that such Registration Statement will be declared effective as of 12:00 p.m. on May 11, 2022, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark
Bekheit at (650) 463-3032.

 Thank you for your assistance with this matter. If you have any questions regarding
the foregoing, please do not hesitate to contact Mark Bekheit of Latham & Watkins LLP at (650) 463-3032.

Very truly yours,

FRONTIER GROUP HOLDINGS, INC.

By:

/s/ Howard Diamond

 Name: Howard Diamond

 Title: General Counsel
and Secretary

cc:
 Anthony J. Richmond, Latham & Watkins LLP

 Mark Bekheit, Latham & Watkins LLP

 Eric T. Juergens, Debevoise & Plimpton LLP

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

CORRESP
1
filename1.htm

CORRESP

 140 Scott Drive

 Menlo Park,
California 94025

 Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

May 5, 2022

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

VIA EDGAR

Frankfurt

Seoul

Hamburg

Shanghai

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Madrid

Washington, D.C.

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
 Yolanda Guobadia, Staff Accountant

Gus Rodriguez, Accounting Branch Chief

Anuja Majmudar, Attorney-Advisor

Laura Nicholson, Special Counsel

Re:
 Frontier Group Holdings, Inc.

Letter dated May 3, 2022

Amendment No. 1 to Registration Statement on Form S-4

Filed April 15, 2022

File No. 333-263467

Ladies and Gentlemen:

 On behalf of our client,
Frontier Group Holdings, Inc. (“Frontier” or the “Registrant”), we acknowledge receipt of the letter, dated May 3, 2022, containing the comments of the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission with respect to the above referenced Amendment No. 1 (“Amendment No. 1”) to Registration Statement on Form S-4 filed by the Registrant on April 15, 2022 (the “Registration Statement”).

In order to facilitate your review and in response to the Staff’s comments, the Registrant is transmitting with this letter proposed
updated disclosure which reflects certain revisions relating to the Staff’s comments as well as a proposed Exhibit 8.1 tax opinion to be provided by Debevoise & Plimpton LLP that we intend to file by subsequent amendment to the
Registration Statement.

 * * *

 May 5, 2022

 Page
 2

 We thank the Staff for its attention to this matter, and we look forward to hearing from you.
Please do not hesitate to contact me by telephone at (650) 463-3032 or by email (mark.bekheit@lw.com) with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Mark M. Bekheit

Mark M. Bekheit

of LATHAM & WATKINS LLP

cc:
 Howard Diamond, Frontier Group Holdings, Inc.

Anthony J. Richmond, Latham & Watkins LLP

Eric T. Juergens, Debevoise & Plimpton LLP

 DRAFT: MAY 5, 2022

UPDATED DISCLOSURE

 The first paragraph
under the heading “U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Spirit Common Stock” on page 162 of Amendment No. 1 shall be amended as follows:

Provided that the Control Requirement (as defined below) is satisfied as of the closing date of the merger, Spirit
and Frontier intend Debevoise, tax counsel to Spirit, is of the opinion, 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 (which we
refer to as the “Intended Tax Treatment”). However, the completion of the merger is not conditioned on the merger qualifying for the Intended Tax Treatment or upon the receipt of an opinion of counsel to that effect.

 DRAFT: MAY 5, 2022

FORM OF DEBEVOISE & PLIMPTON EX. 8.1 TAX OPINION

May [•], 2022

 Spirit Airlines, Inc.

2800 Executive Way

 Miramar, Florida 33025

Ladies and Gentlemen:

 We have acted as tax
counsel to Spirit Airlines, Inc., a Delaware corporation (the “Company”), in connection with the Agreement and Plan of Merger, dated as of February 5, 2022 (together with all exhibits, schedules and ancillary agreements
thereto, the “Merger Agreement”), by and among Frontier Group Holdings, Inc., a Delaware corporation (“Parent”), Top Gun Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent
(“Merger Sub”), and the Company, whereby Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned Subsidiary of Parent. This opinion is being delivered in connection with Parent’s
registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission on March 11, 2022 (Registration No. 333-263467) (including the proxy
statement/prospectus contained therein and the annexes and exhibits thereto, as amended, the “Registration Statement”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement.

 In connection with this opinion, we have examined and relied upon the accuracy and completeness of the facts, information,
representations, warranties and covenants contained in originals or copies, certified or otherwise identified to our satisfaction, of (i) the Merger Agreement, (ii) the Registration Statement and (iii) the representation letters of
Parent and the Company delivered to us for purposes of this opinion dated as of the date hereof (the “Representation Letters”). In addition, we have examined, and relied as to matters of fact upon, originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and made such other inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In such
examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as
duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

In rendering such opinion, we have assumed, with your permission, that:

(i) the Merger and all related transactions will be effected in accordance with the Merger Agreement (including the ancillary agreements
thereto), and that none of the terms and conditions contained therein will have been waived or modified in any material respect,

 (ii) the statements concerning the Merger set forth in the Merger Agreement and the
Registration Statement were true, complete and correct when made and will remain true, complete and correct in all material respects at all times up to and including the Effective Time,

(iii) the representations made by Parent and the Company in their respective Representation Letters were true, complete and correct when made
and will remain true, complete and correct in all material respects at all times up to and including the Effective Time,

 (iv) any
representations made in the Merger Agreement or the Representation Letters “to the knowledge of,” or based on the belief of Parent or the Company, or similarly qualified, were true, complete and correct when made and will remain true,
complete and correct in all material respects at all times up to and including the Effective Time, in each case without such qualification, and

(v) the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Merger Agreement (except
to the extent such covenants have been waived in writing prior to the date hereof) and the Representation Letters.

 Our opinion assumes
and is expressly conditioned upon the initial and continuing accuracy and completeness in all material respects of the items, and the facts, information, representations, warranties and covenants set forth in the documents, listed above.

Our opinion is based upon the Code, applicable Treasury Regulations, and administrative and judicial authorities thereunder all as in effect
as of the date hereof, all of which are subject to change, possibly with retroactive effect. A change in the authorities or the facts, assumptions and other information upon which our opinion is based could affect our conclusions. In addition, there
can be no assurance that the Internal Revenue Service will not take a position contrary to that which is stated in this opinion. We express our opinion herein only as to those matters specifically set forth below and no opinion should be inferred as
to the tax consequences of the Merger under any state, local or foreign law, or with respect to other areas of United States federal taxation.

Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein and in the Registration Statement, we
are 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.

 Our opinion is expressed as of the date hereof, and we are
under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to such time or the effect of any information, document, certificate, record, statement, representation, covenant, or
assumption relied upon herein that becomes incorrect or untrue. We assume no responsibility to inform you or any other person of any such change or inaccuracy that may occur or come to our attention.

 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the reference to our firm under the caption “Material U.S. Federal Income Tax Consequences of the Merger” in the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the U.S. Securities and Exchange Commission promulgated thereunder.

Very truly yours,

United States securities and exchange commission logo
May 3, 2022
Barry Biffle
President and Chief Executive Officer
Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239
Re:Frontier Group Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 15, 2022
File No. 333-263467
Dear Mr. Biffle:
            We have reviewed your amended registration statement 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 April 7, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed April 15, 2022
Material U.S. Federal Income Tax Consequences of the Merger, page 161
1.We note your response to prior comment 2.  We believe that the tax consequences of the
merger are material to investors and therefore a tax opinion is required.  Accordingly,
please file a tax opinion as an exhibit to the registration statement.  Given the factual
uncertainty as to whether the control requirement will be met, counsel may render a
“should” opinion as described in Section III.C.4 of Staff Legal Bulletin No. 19.
            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,

 FirstName LastNameBarry Biffle
 Comapany NameFrontier Group Holdings, Inc.
 May 3, 2022 Page 2
 FirstName LastName
Barry Biffle
Frontier Group Holdings, Inc.
May 3, 2022
Page 2
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

CORRESP
1
filename1.htm

CORRESP

140 Scott Drive
 Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

April 15, 2022

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Shanghai

VIA EDGAR

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Madrid

Washington, D.C.

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

 Yolanda Guobadia, Staff Accountant

 Gus
Rodriguez, Accounting Branch Chief

 Anuja Majmudar, Attorney-Advisor

Laura Nicholson, Special Counsel

Re:

 Frontier Group Holdings, Inc.

Response to Letter dated April 7, 2022

Registration Statement on Form S-4

Filed March 11, 2022

 File No. 333-263467

 Ladies and Gentlemen:

On behalf of our client, Frontier Group Holdings, Inc. (“Frontier” or the “Registrant”) we set
forth below the Registrant’s response to the letter, dated April 7, 2022, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with
respect to the above referenced Registration Statement on Form S-4 filed by the Registrant on March 11, 2022 (the “Registration Statement”).

To facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Registrant’s responses
immediately below the Staff’s comments. In addition, the Registrant has revised the Registration Statement in response to the Staff’s comments and are submitting an amendment to the Registration Statement (the
“Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in the text of the Registrant’s responses correspond to the page numbers in the
Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

 April 15, 2022

 Page
 2

 Unaudited Prospective Financial Information, page 72

1.
 Revise your financial forecast disclosures for Frontier and Spirit to discuss the variables, estimates and
assumptions management believes are most significant.

 Response:     The Registrant
acknowledges the Staff’s comment and advises the Staff that it has revised the Registrant’s financial forecast disclosures on page 72 and Sprit’s financial forecast disclosures on page 73, accordingly.

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 Regulation
S-K. For guidance, please refer to Staff Legal Bulletin No. 19.

Response:     The Registrant acknowledges the Staff’s comment and advises as follows:

Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended, requires a tax opinion
to be filed as an exhibit where the “tax consequences are material to an investor and a representation as to tax consequences is set forth in the filing.” In discussing the tax opinion requirement, Staff Legal Bulletin No. 19 provides
that “information is ‘material’ if there is a substantial likelihood that a reasonable investor would consider the information to be important in deciding how to vote or make an investment decision or, put another way, to have
significantly altered the total mix of available information.”

 As disclosed in the Registration Statement, provided that the
“Control Requirement” is satisfied as of the closing of the merger, which will depend on facts and circumstances that will not be known until the closing of the merger, Spirit and Frontier intend for the merger to qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Intended Tax Treatment”). However, the merger is not conditioned on achieving the Intended Tax Treatment or on
the receipt of an opinion of counsel regarding the qualification of the merger for the Intended Tax Treatment, and the merger may not so qualify. The Registration Statement does not represent that the merger is
tax-free, which is one example provided in Staff Legal Bulletin No. 19 Section III.A.2. for when the tax consequences may be material. Rather, the disclosure in the Registration Statement addresses both
the tax consequences to holders if the merger does qualify for the Intended Tax Treatment and the tax consequences if the merger does not qualify for the Intended Tax Treatment. In addition, the disclosure provides that Spirit will not resolicit
votes if the merger does not qualify for the Intended Tax Treatment. Since it will not be

 April 15, 2022

 Page
 3

known until closing whether the merger would qualify for the Intended Tax Treatment and since the merger would be consummated regardless of whether the merger qualifies for the Intended Tax
Treatment, investors should not consider the Intended Tax Treatment to be important in deciding how to vote on the merger. As a result, the tax consequences of the merger are not material to an investor and a tax opinion is therefore not required to
be filed as an exhibit to the Registration Statement.

 Legal Opinion, Exhibit 5.1

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.

 Response:    The
Registrant acknowledges the Staff’s comment and advises the Staff that the legal opinion of counsel to the Registrant has been revised accordingly.

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.

Response:     The Registrant acknowledges the Staff’s comment and advises the Staff that the Registrant’s
proxy statement was filed on April 13, 2022 (File No. 001-40304).

 * * *

 April 15, 2022

 Page
 4

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 463-3032 or by email (mark.bekheit@lw.com) with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Mark M. Bekheit

 Mark M. Bekheit

 of LATHAM & WATKINS
LLP

cc:
 Howard Diamond, Frontier Group Holdings, Inc.

Anthony J. Richmond, Latham & Watkins LLP

Eric T. Juergens, Debevoise & Plimpton LLP

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

 FirstName LastNameBarry Biffle
 Comapany NameFrontier Group Holdings, Inc.
 April 7, 2022 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mark M. Bekheit

United States securities and exchange commission logo
April 6, 2022
James G. Dempsey
Executive Vice President and Chief Financial Officer
Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239
Re:Frontier Group Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 23, 2022
File No. 1-40304
Dear Mr. Dempsey:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Tony Richmond

CORRESP
1
filename1.htm

CORRESP

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Moscow

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

April 1, 2022

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Shanghai

VIA EDGAR

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Division of Corporation Finance

Madrid

Washington, D.C.

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

Milan

 Attention:     Yolanda Guobadia, Staff Accountant

            Gus Rodriguez, Accounting Branch Chief

Re:
 Frontier Group Holdings, Inc.

Form 10-K for Fiscal Year Ended December 31, 2021

Filed February 23, 2022

Form 8-K Filed February 7, 2022

File No. 1-40304

Ladies and Gentlemen:

 This letter is in
response to the comment letter received on March 17, 2022 from the staff of the U.S. Securities and Exchange Commission (the “Staff”) regarding the above-referenced filings for Frontier Group Holdings, Inc. (the
“Company”).

 For ease of review, we have set forth below each of the numbered comments of the Staff’s letter
dated March 17, 2022 in bold type followed by the Company’s responses thereto.

 Form 10-K for
Fiscal Year Ended December 31, 2021

 Item 1. Business, page 3

1.
 You disclose that in order to enhance your brand and drive revenue growth, you intend to continue to deliver
a higher-quality flight experience than historically offered by ultra low-cost carriers globally and generate customer loyalty by providing customers a dependable, reliable,
on-time and friendly travel experience. Please expand the disclosure, here or elsewhere in your filing, to describe and quantify for the periods presented the metrics you use to evaluate whether you are
delivering a “higher-quality flight experience”

 April 1, 2022

 Page
 2

and generating “customer loyalty”. See SEC Release 34-88094 Commission Guidance on Management’s Discussion and Analysis of Financial
Condition and Results of Operations.

 Response:        The Company
respectfully submits that the statements identified by the Staff are not included as an element of Management’s Discussion and Analysis of Financial Condition and Results of Operations because they represent general statements as to the
Company’s business model and strategy. The principal manner in which the Company measures success of this model is continued growth and increasing revenues as expressed in the lead-in to a strategy
discussion contained on page 5 of the Form 10-K:

 A Superior Low-Fare Brand. In order to enhance our brand and drive revenue growth (emphasis added), we intend to continue to deliver a higher-quality flight experience
than historically offered by ULCCs globally and generate customer loyalty by:

•

 continuing to offer attractive low fares;

•

 expanding our marketing efforts, including through the addition of new animals for each of our new aircraft,
particularly highlighting endangered species on our signature animal tails, to continue to position our brand as a family- and environmentally-friendly ULCC;

•

 continuing to improve penetration of our bundle options, including The Works and The
Perks;

•

 further enhancing our Frontier Miles offering to improve reward opportunities for our
branded credit card customers; and

•

 providing our customers a dependable, reliable, on-time and friendly
travel experience.

 Similarly, the other substantive comments of the Company contained in the Form 10-K regarding loyalty are keyed off of the Company’s brand image (see for example the bullet labeled “Our Brand” on page 4 of the Form 10-K in addition to the
text included above).

 As disclosed in extensive detail in the Form 10-K, the
airline industry in general, and the Company in particular, have been significantly impacted by the COVID-19 pandemic and the significant volatility that it has imposed on the airline industry. The Company
respectfully submits that under current market conditions, it does not, as a general matter, evaluate its brand image or customer loyalty through other discrete, individually significant statistics and it believes its disclosure regarding its
business model is an accurate characterization of management’s views. The Company does, however, acknowledge that some industry investors and observers monitor the publicly available operating statistics that all significant airlines, including
Frontier, provide to the Department of Transportation (“DOT”). In connection with the next pre-effective amendment of the Company’s pending registration statement on Form S-4, the Company will, as an element of its risk factor disclosure, provide its so-called “on-time” (i.e., “A14”)
and “completion factor” statistics as reported to DOT for 2021, 2020 and 2019.

 April 1, 2022

 Page
 3

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

Reconciliation of CASM to Adjusted CASM (excluding fuel) and Adjusted CASM including net interest, page 75

2.
 We note your presentation of adjusted CASM (excluding fuel) and adjusted CASM including net interest. Please
disclose the reasons why management believes the presentation of these non-GAAP financial measures provide useful information to investors. Additionally, to the extent material, disclose the additional
purposes, if any, for which management uses the non-GAAP financial measures. Refer to Item 10(e)(1)(i)(C)) and (D) of Regulation S-K.

Response:        The Company refers the Staff to disclosure regarding the foregoing matter that
the Company has made in multiple previous filings, including the Form S-1 related to its initial public offering (please see page 89 of the definitive prospectus filed under Rule 424 on April 2, 2021) and
all previous quarterly reports on Form 10-Q (please see page 35 of the Form 10-Q for the quarter ended September 30, 2021, page 33 of the Form 10-Q for the quarter ended June 30, 2021 and page 33 of the Form 10-Q for the quarter ended March 31, 2021). Conforming disclosure was unintentionally omitted from
the Form 10-K for the year ended December 31, 2021. The Company will include appropriate disclosure which addresses its adjusted CASM metrics in future periodic reports that provide such data.

Form 8-K Filed February 7, 2022

Reconciliation of Non-GAAP Financial Information, page 2

3.
 You present diluted earnings (loss) per share in Adjusted Non-GAAP
columns on page 2. Please provide a reconciliation of the differences between the non-GAAP financial measure disclosed with the most comparable financial measure calculated and presented in accordance with
GAAP. Refer to Item 10(e)(1)(i) of Reg. S-K and Regulation G.

Response:        The Company refers the Staff to the reconciliation included on page 8 of the
Form 8-K which provides a detailed tabular reconciliation from net income to adjusted (non-GAAP) net income. The Company respectfully believes that this presentation,
combined with the disclosure of diluted shares outstanding (please see page 6 of the Form 8-K), provides the reader with this data but for the mathematical step of dividing each entry in the table by the
diluted shares outstanding. The Company further notes that, as specified on page 6 of the Form 8-K, for all periods presented the basic and diluted shares outstanding were the same (due to losses being
recorded in the 2021 and 2020 periods) or within less than one percent of each other (2019). However, should the Company elect to include non-GAAP earnings per share in its press release containing financial
results or periodic report for a future period, the Company undertakes to provide a separate reconciliation table expressed on a per share basis.

* * *

 April 1, 2022

 Page
 4

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 463-2643 or by email (tony.richmond@lw.com) with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Anthony J. Richmond

 Anthony J. Richmond

 of LATHAM &
WATKINS LLP

cc:
 James G. Dempsey, Frontier Group Holdings, Inc.

Howard M. Diamond, Frontier Group Holdings, Inc.

Josh A. Wetzel, Frontier Group Holdings, Inc.

Mark M. Bekheit, Latham & Watkins LLP

United States securities and exchange commission logo
March 17, 2022
James G. Dempsey
Executive Vice President and Chief Financial Officer
Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239
Re:Frontier Group Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 23, 2022
Form 8-K Filed February 7, 2022
File No. 1-40304
Dear Mr. Dempsey:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
Item 1. Business, page 3
1.You disclose that in order to enhance your brand and drive revenue growth, you intend to
continue to deliver a higher-quality flight experience than historically offered by ultra
low-cost carriers globally and generate customer loyalty by providing customers a
dependable, reliable, on-time and friendly travel experience.  Please expand the
disclosure, here or elsewhere in your filing, to describe and quantify for the periods
presented the metrics you use to evaluate whether you are delivering a “higher-quality
flight experience” and generating “customer loyalty”.  See SEC Release 34-88094
Commission Guidance on Management’s Discussion and Analysis of Financial Condition
and Results of Operations.

 FirstName LastNameJames G. Dempsey
 Comapany NameFrontier Group Holdings, Inc.
 March 17, 2022 Page 2
 FirstName LastName
James G. Dempsey
Frontier Group Holdings, Inc.
March 17, 2022
Page 2
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Reconciliation of CASM to Adjusted CASM (excluding fuel) and Adjusted CASM including net
interest, page 75
2.We note your presentation of adjusted CASM (excluding fuel) and adjusted CASM
including net interest.  Please disclose the reasons why management believes
the presentation of these non-GAAP financial measures provide useful information to
investors.  Additionally, to the extent material, disclose the additional purposes, if any, for
which management uses the non-GAAP financial measures.  Refer to Item 10(e)(1)(i)(C))
and (D) of Regulation S-K.
Form 8-K Filed February 7, 2022
Reconciliation of Non-GAAP Financial Information, page 2
3.You present diluted earnings (loss) per share in Adjusted Non-GAAP columns on page 2.
Please provide a reconciliation of the differences between the non-GAAP financial
measure disclosed with the most comparable financial measure calculated and presented
in accordance with GAAP.  Refer to Item 10(e)(1)(i) of Reg. S-K and Regulation G.
            In closing, 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.
            You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or Gus
Rodriguez, Accounting Branch Chief, at (202) 551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Tony Richmond

CORRESP
1
filename1.htm

CORRESP

 Citigroup Global Markets Inc.

388 Greenwich Street

 New York, New York 10013

Barclays Capital Inc.

 745 Seventh Avenue

New York, NY 10019

 Deutsche Bank Securities Inc.

60 Wall Street

 New York, New York 10005

Morgan Stanley & Co. LLC

 1585 Broadway

New York, New York 10036

 Evercore Group L.L.C.

55 East 52nd Street

 New York, New York 10055

March 29, 2021

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, N.E.

 Washington, D.C. 20549

Attn:
 Kevin Dougherty

Laura Nicholson

 Yong Kim

Gus Rodriguez

Re:
 Frontier Group Holdings, Inc.

Registration Statement on Form S-1

Registration File No. 333-254004

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the representatives of the several underwriters (the “Representatives”), hereby
join in the request of Frontier Group Holdings, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended, so
that it will be declared effective at 3:00 PM, Washington, D.C. time, on Wednesday, March 31, 2021 or as soon thereafter as practicable, or at such later time as the Company’s outside counsel, Latham & Watkins LLP, may orally
request via telephone call that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as the Representatives, wish to advise you that
there have been, or there will be, distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the securities as many copies of the preliminary prospectus as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

 We, the undersigned, as the Representatives, each confirm on behalf of ourselves and
the other participating underwriters that we have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issuance.

 [Signature page immediately follows]

Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

BARCLAYS CAPITAL INC.

 DEUTSCHE BANK SECURITIES INC.

MORGAN STANLEY & CO. LLC

 EVERCORE GROUP L.L.C.

As representatives of the several underwriters

By:

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Rohith Adavikolanu

Name: Rohith Adavikolanu

Title: Director

By:

BARCLAYS CAPITAL INC.

By:

 /s/ Robert Stowe

Name: Robert Stowe

Title: Managing Director

By:

DEUTSCHE BANK SECURITIES INC.

By:

 /s/ Ben Selinger

Name: Ben Selinger

Title: Director

By:

 /s/ David Jeshiva

Name: David Jeshiva

Title: Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

By:

MORGAN STANLEY & CO. LLC

By:

 /s Daniel Danev

Name: Daniel Danev

Title: Vice President

By:

EVERCORE GROUP L.L.C.

By:

 /s/ Kristen Grippi

Name: Kristen Grippi

Title: Senior Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

ACCELERATION REQUEST

 Frontier Group Holdings, Inc.

4545 Airport Way

 Denver, Colorado
80239

 March 29, 2021

 VIA EDGAR AND E-MAIL

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, D.C.
20549-6010

Attention:

Kevin Dougherty

Laura Nicholson

Yong Kim

Gus Rodriguez

Re:
 Frontier Group Holdings, Inc. Registration Statement on Form S-1
(Registration No. 333-254004)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-1 (Registration No. 333-254004) (the “Registration
Statement”) of Frontier Group Holdings, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 3:00 p.m., Washington, D.C. time, on Wednesday, March 31, 2021, or
as soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Latham & Watkins LLP, by calling Tony Richmond at (408) 813-9576 or Miles Jennings at (415) 395-8198.

Thank you for your assistance in this matter.

Very truly yours,

FRONTIER GROUP HOLDINGS, INC.

By:

 /s/ Barry L. Biffle

Barry L. Biffle

President and Chief Executive Officer

cc:
 James G. Dempsey, Frontier Group Holdings, Inc.

Howard Diamond, Frontier Group Holdings, Inc.

Anthony J. Richmond, Latham & Watkins LLP

Miles P. Jennings, Latham & Watkins LLP

Brian D. Paulson, Latham & Watkins LLP

Alan F. Denenberg, Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

CORRESP

 140 Scott Drive

 Menlo Park,
California 94025

 Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

 March 23, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

 Beijing

 Boston

Brussels

Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan

 Moscow

 Munich

New York

 Orange County

Paris

 Riyadh

San Diego

 San Francisco

Seoul

 Shanghai

Silicon Valley

 Singapore

Tokyo

Washington, D.C.

Attention:
 Kevin Dougherty

 Laura Nicholson

 Yong Kim

 Gus Rodriguez

Re:
 Frontier Group Holdings, Inc.

 Amendment No. 3 to Registration Statement on Form S-1

 File No. 333-254004

Ladies and Gentleman:

 On behalf of Frontier
Group Holdings, Inc. (the “Company”), we are hereby filing Amendment No. 3 (“Amendment No. 3”) to the Company’s above-referenced Registration Statement on Form S-1 (as
amended, the “Registration Statement”), which was initially filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2021 and amended by Amendment No. 1 to the Registration Statement filed on
March 18, 2021 (“Amendment No. 1”) and by Amendment No. 2 to the Registration Statement filed on March 19, 2021.

Amendment No. 3 has been revised to reflect the Company’s responses to the comments received from the staff of the Commission (the
“Staff”) on March 22, 2021. This amendment also reflects a stock split, a bona fide pricing range pursuant to Item 501(b)(3) of Regulation S-K and related information, other than
information permitted to be omitted by Rule 430A.

 For ease of review, we have set forth below the numbered comments from your letter
and the Company’s response thereto. For your convenience, we have enclosed a courtesy package for the members of the Staff identified above which includes a copy of Amendment No. 3 marked to show changes from Amendment No. 1, as well
as a copy of this letter.

 March 23, 2021

 Page
 2

 Amendment No. 1 to Registration Statement on Form S-1

 Business

 Competition, page 124

1.
 We have reviewed the revised disclosure in footnote 3 on page 124 in response to comment 7.
Please revise your disclosure to clearly indicate whether:

•

 You calculated each of the metrics for Adjusted CASM (Excluding Fuel) and Adjusted CASM + net interest based
on publicly available information;

•

 You believe the methodology used to calculate Adjusted CASM (Excluding Fuel) for each of the airlines was
applied consistently; and,

•

 CASM and RASM were derived directly from the publicly available information for each of airlines presented.

 Response: In response to the Staff’s comment, the Company has modified the disclosure commencing on
page 124 of Amendment No. 3.

 * * * * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-2643 or by e-mail (tony.richmond@lw.com) or Miles P. Jennings by telephone at (415) 395-8198 or by e-mail (miles.jennings@lw.com) with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Anthony J. Richmond

Anthony J. Richmond

of LATHAM & WATKINS LLP

CC:
 Barry L. Biffle, Frontier Group Holdings, Inc.

 Howard Diamond, Frontier Group Holdings, Inc.

 Miles P. Jennings, Latham & Watkins LLP

 Brian D. Paulson, Latham & Watkins LLP

 Alan F. Denenberg, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
March 22, 2021
Barry L. Biffle
President and Chief Executive Officer
Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239
Re:Frontier Group Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 18, 2021
Amendment No. 2 to Registration Statement on Form S-1
Filed March 19, 2021
File No. 333-254004
Dear Mr. Biffle:
            We have reviewed your amended registration statement 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 March 15, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Business
Competition, page 124
1.We have reviewed the revised disclosure in footnote 3 on page 124 in response to
comment 7.  Please revise your disclosure to clearly indicate whether:
•You calculated each of the metrics for Adjusted CASM (Excluding Fuel) and
Adjusted CASM + net interest based on publicly available information;
•You believe the methodology used to calculate Adjusted CASM (Excluding Fuel) for
each of the airlines was applied consistently; and,

 FirstName LastNameBarry L.  Biffle
 Comapany NameFrontier Group Holdings, Inc.
 March 22, 2021 Page 2
 FirstName LastName
Barry L.  Biffle
Frontier Group Holdings, Inc.
March 22, 2021
Page 2
•CASM and RASM were derived directly from the publicly available information for
each of airlines presented.
            You may contact Yong Kim at (202) 551-3323 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 Kevin Dougherty at (202) 551-3271 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Tony Richmond

CORRESP
1
filename1.htm

CORRESP

 March 17, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

 140 Scott Drive

 Menlo Park,
California 94025

 Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

 FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

Attention:
 Kevin Dougherty

 Laura Nicholson

 Yong Kim

 Gus Rodriguez

Re:
 Frontier Group Holdings, Inc.

 Amendment No. 1 to Registration Statement on Form S-1

 File No. 333-254004

Ladies and Gentleman:

 On behalf of Frontier
Group Holdings, Inc. (the “Company”), we are hereby filing Amendment No. 1 (“Amendment No. 1”) to the Company’s above-referenced Registration Statement on Form S-1 (the
“Registration Statement”), which was initially filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2021.

Amendment No. 1 has been revised to reflect the Company’s responses to the comments received from the staff of the Commission (the
“Staff”) on March 15, 2021. For ease of review, we have set forth below the numbered comments from your letter and the Company’s response thereto. For your convenience, we have enclosed a courtesy package for the members of the
Staff identified above which includes a copy of Amendment No. 1 marked to show changes from the Registration Statement, as well as a copy of this letter.

Summary

 Overview, page 2

1.
 We note your disclosure that you have increased your ancillary revenues from $12.80 per passenger in 2013 to
$57.11 per passenger in 2019 and $62.45 per passenger in 2020. Please define what you consider “ancillary revenues.”

 March 17, 2021

 Page
 2

 Response: In response to the Staff’s comment, the Company has added disclosure on
page 4 and added the related defined terms to the “Glossary of Airline Terms” commencing on page 21 of Amendment No. 1.

 Summary

 Low Fares Done Right – Our Business Strategy

Strong Liquidity and Capital Structure, page 9

2.
 We note that your total available liquidity of $963 million includes $161 million of income tax
receivable you expect to collect in 2021. Tell us why you believe it is appropriate to include an amount you have not collected or have access to in a liquidity measure as of December 31, 2020.

Response: In response to the Staff’s comment, the Company has modified the disclosure on pages 10, 40, 76, 99 and 119 of Amendment
No. 1 to exclude $161 million of income tax receivable from the calculation of available liquidity as of December 31, 2020. Disclosure relating to the income tax receivable is now provided separately.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 72

3.
 We reviewed your response to comment 7. Discuss and analyze your financial position and the changes in your
financial condition as required by Item 303(a) and (b) of Regulation S-K. Specifically, discuss and analyze material changes to your balance sheet and discuss material events and uncertainties that may
impact your future financial condition. Also discuss and analyze statistical data that you believe will enhance understanding of your financial condition.

Response: Consistent with the telephone conversation between the Staff and the Company’s Chief Accounting Officer on March 16,
2021, the Company has added a tabular presentation and related analysis of key balance sheet items and related statistical data on page 101 of Amendment No. 1.

Operating Expenses

 Aircraft Rent, page 76

4.
 You state that $33 million of rent related to 2020 was deferred to 2021 which favorably impacted your
cash flows and results of operations. To ensure a balanced discussion, discuss the impact this deferral will have on 2021 and specify whether the deferred payments will be in addition to contractual 2021 rental payments.

Response: In response to the Staff’s comment, the Company has added disclosure on pages 79, 87, 105 and F-11 of Amendment No. 1.

 March 17, 2021

 Page
 3

 Trends and Uncertainties Affecting Our Business, page 78

5.
 In the fourth paragraph of this section you present and discuss Adjusted CASM including net interest. Please
also present and discuss CASM alongside this measure.

 Response: In response to the Staff’s comment, the
Company has modified the disclosure on page 81 of Amendment No. 1 to add a presentation and discussion of CASM.

 Results of Operations, page 84

6.
 We note your presentation of Adjusted CASM + net interest and CASM + net interest. Tell us why you believe
it is appropriate to adjust CASM, which is based on operating costs, by net interest, a non-operating expense.

Response: In response to the Staff’s comment, the Company has modified the disclosure on pages 89 and 94 of Amendment No. 1
describing the utility of this measure.

 Business

Competition, page 116

7.
 We note your presentation of Adjusted CASM (Excluding Fuel) and Adjusted CASM + net interest for your
competitors. Please state, if true, that you calculated the metrics for each of the airlines shown based on publicly available information, along with a statement indicating that you believe the methodology you used was applied consistently.

 Response: In response to the Staff’s comment, the Company has modified the disclosure on page 124 of
Amendment No. 1 to clarify that the Company believes the methodology used to calculate the metrics for each of the airlines was applied consistently.

8.
 We reviewed your response to comment 12. You state that the individual measures may not be comparable across
all carriers; however, you believe the measures taken together provide investors with a better picture of the economic advantage provided by the Company’s low costs. Tell us how you considered presenting CASM within your table alongside your
current measures since that is a measure that is generally comparable across all carriers.

 Response: In
response to the Staff’s comment, the Company has added disclosure on page 124 of Amendment No. 1 to present CASM in the table in addition to the information previously provided.

 March 17, 2021

 Page
 4

 Financial Statements

Consolidated Statements of Cash Flows, page F-7

9.
 Please provide supplemental disclosures of cash paid for interest expense.

Response: In response to the Staff comment, the Company respectfully advises the Staff that the Company has disclosed cash paid for
interest expense on page F-31 of Amendment No. 1 within the footnotes of the consolidated financial statements in accordance with ASC 230-10-50-2.

 Note 17. Income Taxes, page F-43

10.
 You disclose a tax benefit of $147 million in 2020. Yet you disclose an effective income tax rate of
39.5%. Please revise your federal statutory income tax rate reconciliation.

 Response: Consistent with the
telephone conversation between the Staff and the Company’s Chief Accounting Officer on March 16, 2021, the Company respectfully advises the Staff that the Company has disclosed a federal statutory income tax rate reconciliation using
percentages as proscribed within ASC 740-10-50-12. The effective income tax rate of 39.5% was applied to the loss before income
taxes to arrive at the income tax benefit of $147 million in 2020.

 * * * * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-2643 or by e-mail (tony.richmond@lw.com) or Miles P. Jennings by telephone at (415) 395-8198 or by e-mail (miles.jennings@lw.com) with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Anthony J. Richmond

 Anthony J. Richmond

 of LATHAM &
WATKINS LLP

CC:
 Barry L. Biffle, Frontier Group Holdings, Inc.

Howard Diamond, Frontier Group Holdings, Inc.

Miles P. Jennings, Latham & Watkins LLP

Brian D. Paulson, Latham & Watkins LLP

Alan F. Denenberg, Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

CORRESP

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

 FOIA CONFIDENTIAL TREATMENT REQUESTED

UNDER 17 C.F.R. §200.83

Chicago

Paris

Dubai

Riyadh

 March 16, 2021

 VIA ACCELLION/KITEWORKS SECURE FILE TRANSFER SYSTEM

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 Attention: Kevin Dougherty

Laura Nicholson

 Yong Kim

Gus Rodriguez

Re:            Frontier Group Holdings, Inc.

Registration Statement on Form S-1

File No. 333-254004

Ladies and Gentlemen:

 This letter relates to
the Registration Statement on Form S-1 (the “Registration Statement”) of Frontier Group Holdings, Inc. (the “Company”).

To assist the staff (the “Staff”) of the Securities and Exchange Commission in its review, the Company hereby provides
the following preliminary proposed price range, which will be the basis for the information expected to be included in the Company’s preliminary prospectus, presently anticipated to be filed on or about [***], 2021 (the “Preliminary
Prospectus”) forming part of the Registration Statement which relates to the Company’s proposed initial public offering (the “Offering”). The Company respectfully advises the Staff that, while not reflected
in the Registration Statement, based on discussions with the Company and reflecting the input from the lead underwriters for the Offering, the Company currently anticipates an approximate price range of $[***] to $[***] per share for the
Company’s common stock (the “Preliminary IPO Price Range”), with a midpoint of that range of approximately $[***] per share (the “Preliminary

 [***] Certain information
in this document has been omitted and filed separately with the Securities and

 Exchange Commission. Confidential treatment has been
requested with respect to portions of this letter.

 CONFIDENTIAL TREATMENT REQUESTED BY

FRONTIER GROUP HOLDINGS, INC.

ULCC-1001

 March 16, 2021

Page 2

 Assumed IPO Price”). The
Company’s final Preliminary IPO Price Range remains under discussion between the Company and the lead underwriters, and a bona fide price range that comports with Item 501(b)(3) of Regulation S-K and the
related Staff interpretations will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s road show. An amendment to the Registration Statement will
also give effect to a forward stock split.

 The Preliminary IPO Price Range remains subject to change due to the high level of volatility
that is present in the public equity markets, particularly for airline equities. As a point of reference, as of the time this letter was prepared, the Dow Jones US Airlines Index is up approximately 4.4% for the past five days, 33.0% year to date
and 62.0% over the past twelve months, while being down approximately 7.7% compared to year-end 2019. This volatility reflects, among other things, rapidly changing investor reactions to the COVID-19 pandemic and its impact on the economy generally and the travel industry in particular.

Throughout this period, the Company has continued to use its historical valuation methodologies for preparing it financial statements,
including receiving advice from the same third party financial advisor it has used to provide assistance since 2014. These analyses have relied heavily on the public trading prices of airlines that are similar to the Company, as well as income and
asset-based analyses. Share valuations used to value management equity compensation have varied between December 2019 through February 2021 between a low of $[***] per share to a high of $[***] per share.

[***]

 While the valuation of
airline equities during the pendency of the COVID-19 pandemic has resulted in more variation than historically, the Company believes that its determinations, based on consistent methodology, are reasonable and
also are appropriately reflective of the volatility that has existed, and remains, in the public markets.

 As is typical in initial public
offerings, the Preliminary IPO Price Range was not derived using a formal determination of fair value, and was determined based in large part on discussions among the Company and the lead underwriters for the Offering. Among the factors that were
considered in setting the Preliminary IPO Price Range were the following:

•

 the general conditions of the securities market and the recent market prices of, and the demand for,
publicly-traded common stock of airlines;

•

 the Company’s profitability, financial condition and prospects;

•

 business developments impacting the Company and the Company’s recent operational performance;

 [***] Certain information
in this document has been omitted and filed separately with the Securities and

 Exchange Commission. Confidential treatment has been
requested with respect to portions of this letter.

 CONFIDENTIAL TREATMENT REQUESTED BY

FRONTIER GROUP HOLDINGS, INC.

ULCC-1001

 March 16, 2021

Page 3

•

 estimates of business potential and long-term earnings prospects for the Company and the airline industry;

•

 recent performance of initial public offerings; and

•

 inputs received from the lead underwriters.

The Preliminary IPO Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a
successful initial public offering with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately-held company or being sold in an acquisition transaction.

The Company is supplementally providing the information in this letter to the Staff in order to assist the Staff in its review of the
Company’s Registration Statement. We confirm on behalf of the Company that, prior to circulating copies of the Preliminary Prospectus in connection with the Offering, the Company will file a pre-effective
amendment to the Registration Statement that will include all required information, other than information that may be excluded in reliance upon Rule 430A under the Securities Act of 1933, as amended. Such
pre-effective amendment to the Registration Statement will include a bona fide estimated public offering price range. However, the parameters of the bona fide price range will be subject to then-current market
conditions, continuing discussions with lead underwriters and material business developments impacting the Company, and there is a possibility that the bona fide price range for the Offering may fall outside of the Preliminary IPO Price Range. As
noted above, the price range to be included in the Preliminary Prospectus will in any event comply with Item 501(b)(3) of Regulation S-K and CD&I 134.04 and will not have a difference of more than 20% of
the high end of the range.

 The Company further advises the Staff that, given the volatility in the public trading markets and uncertainty
of the timing of the Offering, the information in this letter that the Company is supplementally providing to the Staff is for illustrative purposes only and may differ in the actual Preliminary Prospectus for the Offering.

The Company respectfully requests confidential treatment for this letter pursuant to Rule 83 promulgated by the Securities and
Exchange Commission, 17 C.F.R. §200.83.

 * * * * * * * * * *

Please do not hesitate to contact me by telephone at (650) 463-2643 or by e-mail (tony.richmond@lw.com) or Miles P. Jennings by telephone at (415) 395-8198 or by e-mail
(miles.jennings@lw.com) with any questions or comments regarding this correspondence.

 Very truly yours,

/s/ Anthony J. Richmond

Anthony J. Richmond

of LATHAM & WATKINS LLP

 [***] Certain information
in this document has been omitted and filed separately with the Securities and

 Exchange Commission. Confidential treatment has been
requested with respect to portions of this letter.

 CONFIDENTIAL TREATMENT REQUESTED BY

FRONTIER GROUP HOLDINGS, INC.

ULCC-1001

 March 16, 2021

Page 4

CC:   Barry L. Biffle, Frontier Group Holdings, Inc.

Howard Diamond, Frontier Group Holdings, Inc.

Miles P. Jennings, Latham & Watkins LLP

Brian D. Paulson, Latham & Watkins LLP

Alan F. Denenberg, Davis Polk & Wardwell LLP

 [***] Certain information
in this document has been omitted and filed separately with the Securities and

 Exchange Commission. Confidential treatment has been
requested with respect to portions of this letter.

 CONFIDENTIAL TREATMENT REQUESTED BY

FRONTIER GROUP HOLDINGS, INC.

ULCC-1001

United States securities and exchange commission logo
March 15, 2021
Barry L. 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-1
Filed March 8, 2021
File No. 333-254004
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 26, 2021
CIK No. 0001670076
Dear Mr. Biffle:
            We have reviewed your registration statement 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.
Registration Statement Filed on Form S-1
Summary
Overview, page 2
1.We note your disclosure that you have increased your ancillary revenues from $12.80 per
passenger in 2013 to $57.11 per passenger in 2019 and $62.45 per passenger in 2020.
Please define what you consider "ancillary revenues."

 FirstName LastNameBarry L.  Biffle
 Comapany NameFrontier Group Holdings, Inc.
 March 15, 2021 Page 2
 FirstName LastNameBarry L.  Biffle
Frontier Group Holdings, Inc.
March 15, 2021
Page 2
Summary
Low Fares Done Right - Our Business Strategy
Strong Liquidity and Capital Structure, page 9
2.We note that your total available liquidity of $963 million includes $161 million of
income tax receivable you expect to collect in 2021.  Tell us why you believe it is
appropriate to include an amount you have not collected or have access to in a liquidity
measure as of December 31, 2020.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
72
3.We reviewed your response to comment 7.  Discuss and analyze your financial position
and the changes in your financial condition as required by Item 303(a) and (b) of
Regulation S-K.  Specifically, discuss and analyze material changes to your balance sheet
and discuss material events and uncertainties that may impact your future financial
condition.  Also discuss and analyze statistical data that you believe will enhance
understanding of your financial condition.
Operating Expenses
Aircraft Rent, page 76
4.You state that $33 million of rent related to 2020 was deferred to 2021 which favorably
impacted your cash flows and results of operations.  To ensure a balanced discussion,
discuss the impact this deferral will have on 2021 and specify whether the deferred
payments will be in addition to contractual 2021 rental payments.
Trends and Uncertainties Affecting Our Business, page 78
5.In the fourth paragraph of this section you present and discuss Adjusted CASM including
net interest.  Please also present and discuss CASM alongside this measure.
Results of Operations, page 84
6.We note your presentation of Adjusted CASM + net interest and CASM + net interest.
Tell us why you believe it is appropriate to adjust CASM, which is based on operating
costs, by net interest, a non-operating expense.
Business
Competition, page 116
7.We note your presentation of Adjusted CASM (Excluding Fuel) and Adjusted CASM +
net interest for your competitors.  Please state, if true, that you calculated the metrics for
each of the airlines shown based on publicly available information, along with a statement
indicating that you believe the methodology you used was applied consistently.

 FirstName LastNameBarry L.  Biffle
 Comapany NameFrontier Group Holdings, Inc.
 March 15, 2021 Page 3
 FirstName LastName
Barry L.  Biffle
Frontier Group Holdings, Inc.
March 15, 2021
Page 3
8.We reviewed your response to comment 12.  You state that the individual measures may
not be comparable across all carriers; however, you believe the measures taken together
provide investors with a better picture of the economic advantage provided by the
Company’s low costs.  Tell us how you considered presenting CASM within your table
alongside your current measures since that is a measure that is generally comparable
across all carriers.
Financial Statements
Consolidated Statements of Cash Flows, page F-7
9.Please provide supplemental disclosures of cash paid for interest expense.
Note 17. Income Taxes, page F-43
10.You disclose a tax benefit of $147 million in 2020.  Yet you disclose an effective income
tax rate of 39.5%.  Please revise your federal statutory income tax rate reconciliation.
            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 Yong Kim at (202) 551-3323 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 Kevin Dougherty at (202) 551-3271 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Tony Richmond

United States securities and exchange commission logo
February 22, 2021
Barry L. Biffle
President and Chief Executive Officer
Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239
Re:Frontier Group Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted January 25, 2021
CIK No. 0001670076
Dear Mr. Biffle:
            We have reviewed your draft registration statement 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted January 25, 2021
Summary
Overview, page 1
1.We note your disclosure on page 1 that the COVID-19 pandemic has presented significant
challenges to the global airline industry since February 2020, and that you have worked
diligently to navigate such challenges by implementing disciplined capacity deployment,
protecting liquidity and cash flow, and further strengthening your health and safety
initiatives.  Please briefly discuss in this section the impact of the pandemic on your
business, operating results, financial condition and liquidity.

 FirstName LastNameBarry L.  Biffle
 Comapany NameFrontier Group Holdings, Inc.
 February 22, 2021 Page 2
 FirstName LastNameBarry L.  Biffle
Frontier Group Holdings, Inc.
February 22, 2021
Page 2
2.We note your disclosure that in 2019, you had the most fuel efficient fleet of all U.S.
carriers when measured by fuel gallons consumed per ASM, and your disclosure that for
the year ended December 31, 2019, you were 43% more fuel efficient than the weighted
average of other U.S. airlines.  Please revise to clarify the source of such information.
3.We note your disclosure on page 6 that a key feature of your network includes the
removal of underperforming routes.  If material, please revise to describe the impact of
limitations imposed by the CARES Act or your agreements with Treasury with respect to
continued service.  In addition, please revise your disclosure on page 74 regarding the
primary conditions of the PSP funding to disclose the duration of the requirement that you
maintain a certain level of scheduled air transportation as deemed necessary by the
Department of Transportation to ensure that all routes you had scheduled air travel to
before the downturn due to the COVID-19 pandemic are still served.
Our Competitive Strengths
Our Low-Cost Structure, page 4
4.We note certain of the metrics and related discussion presented under this section are
presented for periods through December 31, 2019, while others are presented for periods
through September 30, 2020.  Revise this section to provide metrics and related discussion
for consistent periods.  Note that this comment also applies to similar presentation
appearing on page 101.
Operating Statistics, page 17
5.You define Total Adjusted CASM as the sum of Adjusted CASM and Adjusted Non-
operating Expenses per ASM.  Please address the following:

•Disclose the reasons why you believe the presentation of Total Adjusted CASM
provides useful information to investors, any additional purposes for which you use
Total Adjusted CASM, and any limitations associated with its use;
•Present a detailed reconciliation for Total Adjusted CASM that quantifies each non-
operating expense excluded; and
•Revise the title as it appears confusingly similar to Adjusted CASM.
Dividend Policy, page 58
6.Please clarify your ability to pay a dividend immediately prior to the consummation of
this offering as disclosed on page 59, and in other sections of your prospectus, such as in
the supplemental proforma information in Note 20 on page F-50. In this regard, for
example, you disclose that in connection with your receipt of financial assistance under
the PSP and PSP2, and entering into the Treasury Loan Agreement, you agreed not to
make dividend payments in respect of your common stock through October 1, 2022, and
are prohibited from paying dividends on your common stock through the date that is one
year after the secured loan provided under the Treasury Loan Agreement is fully repaid.

 FirstName LastNameBarry L.  Biffle
 Comapany NameFrontier Group Holdings, Inc.
 February 22, 2021 Page 3
 FirstName LastNameBarry L.  Biffle
Frontier Group Holdings, Inc.
February 22, 2021
Page 3
In addition, please clarify throughout your filing the duration of the restriction on paying
dividends.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
69
7.Please discuss and analyze your financial condition and changes in your financial
condition.  Refer to Item 303(a) of Regulation S-K.
Results of Operations, page 79
8.You present Adjusted CASM in various places in your filing.  Your reconciliations on
pages 82 and 85 reconcile CASM to Adjusted CASM (excluding fuel) but do not address
Adjusted CASM.  Please present a reconciliation of Adjusted CASM or tell us why you
do not believe one is required.  Separately, tell us supplementally how Adjusted CASM of
$10.21 for the nine months ended September 30, 2020 was calculated.
Liquidity and Capital Resources
Commitments and Contractual Obligations, page 91
9.Tell us whether the amounts presented for your contractual purchase commitments for
aircraft and engines are based on actual contractual prices, list prices, or something else.
Business
Competition, page 108
10.You state on page 1 of your submission that you are an ultra low-cost carrier.  In view of
that, explain to us why you believe it is appropriate to include in your presentation of
Adjusted CASM (Excluding Fuel) and Total Adjusted CASM amounts attributable to
airlines that are not ultra low-cost carriers.
11.For amounts that were not formulated or provided by carriers in their public reports,
disclose whether the methods used to calculate the reported amounts were consistently
applied across all calculations and whether the methods used were consistent with the
calculations for amounts that were formulated or provided by carriers in their public
reports.
12.In view of your statement that measures being presented may not be comparable across all
carriers, explain to us why you believe your tabular comparison provides information that
is useful to investors.
Operational Performance, page 111
13.We note your disclosure of on-time performance and completion factors.  Explain to us
how you considered providing additional information or context surrounding these
measures to help investors understand their significance.  For example, explain how you
considered providing similar information  for competitors.

 FirstName LastNameBarry L.  Biffle
 Comapany NameFrontier Group Holdings, Inc.
 February 22, 2021 Page 4
 FirstName LastNameBarry L.  Biffle
Frontier Group Holdings, Inc.
February 22, 2021
Page 4
Executive Compensation
Compensation Discussion and Analysis
Components of Compensation for Fiscal Year 2020, page 133
14.You disclose that during the second calendar quarter of 2020, Mr. Biffle voluntarily
waived his base salary in light of the challenges presented to your business by COVID-19.
Please revise to clarify the duration of such waiver, and whether Mr. Biffle has resumed
receiving his base salary in 2021. In addition, please revise to clarify whether the
summary compensation table reflects such waiver.

Director Compensation Table, page 155
15.Please update this table for your most recently completed fiscal year end. See Item 402(k)
of Regulation S-K.
Description of Capital Stock
Forum Selection, page 172
16.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal
district court of the State of Delaware) as the exclusive forum for certain litigation,
including any “derivative action.” Please revise to clarify whether this provision applies to
actions arising under the Exchange Act.  In that regard, we note your disclosure that
nothing in your current certificate of incorporation or bylaws or your restated certificate of
incorporation or amended and restated bylaws precludes stockholders that assert claims
under the Exchange Act from bringing such claims in federal court to the extent that the
Exchange Act confers exclusive federal jurisdiction over such claims, subject to
applicable law.
General
17.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Rule 163B of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact Kevin Dougherty to discuss how to submit the materials,
if any, for our review.

            You may contact Yong Kim at (202) 551-3323 or Gus Rodriguez, Accounting Branch
Chief, at (202) 551-3752 if you have questions regarding comments on the financial statements

 FirstName LastNameBarry L.  Biffle
 Comapany NameFrontier Group Holdings, Inc.
 February 22, 2021 Page 5
 FirstName LastName
Barry L.  Biffle
Frontier Group Holdings, Inc.
February 22, 2021
Page 5
and related matters.  Please contact Kevin Dougherty at (202) 551-3271 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Tony Richmond