Indigo Partners LLC entered into a definitive agreement to acquire Frontier Airlines Holdings, Inc. from Republic Airways Holdings Inc. (NasdaqGS:RJET) for approximately $150 million in cash on September 30, 2013. Under the terms of the stock purchase agreement, Indigo Partners will acquire all the outstanding shares of Frontier Airlines Holdings, Inc. in a transaction valued at approximately $145 million, of which $36 million (subject to certain adjustments under the purchase agreement) is to be paid in cash for the equity of Frontier Holdings and the balance is indebtedness that will be retained by Frontier. In addition, Indigo plans to invest additional funds directly in Frontier after the closing. As part of the transaction, under a separate agreement, Republic Airways Holdings will assign to Frontier all its rights under agreements relating to the Airbus A320neo order for additional cash consideration. The purchase agreement may be terminated by Indigo on or prior to November 4, 2013 if, as of October 31, 2013, the interim conditions have not been satisfied. If the buyer does not terminate the purchase agreement on or prior to November 4, 2013, the interim conditions will be deemed to be waived. The purchase agreement may be terminated by either Republic Airways or Indigo Partners under certain circumstances, including if the acquisition is not consummated by December 16, 2013.

Completion of the transaction is conditioned on agreements being reached by Indigo with the Association of Flight Attendants (AFA) and FAPAInvest LLC by no later than October 31, 2013, as well as agreement and documentation of other third-party commercial agreements (Interim Conditions). The transaction is also subject to receipt of required approvals by the Federal Communications Commission for the transfer of Frontier's radio licenses, the receipt of certain third-party consents and releases and other customary closing conditions. The transaction has been approved by the Board of Directors of Republic Airways Holdings. Assuming satisfaction of the conditions of the agreement, Republic expects the transaction to close in December 2013. As of November 1, 2013, a tentative agreement was reached with FAPAInvest on commercial matters, no agreement was reached with Barclaycard about an extension of its credit card and associated line of credit. As on November 6, 2013, Indigo Partners has informed Republic Airways that its planned acquisition of Frontier Airlines will move forward. Carol Makovich of Owen Blicksilver Public Relations, Inc. acted as PR Advisor to Indigo Partners.

Josh Connor, Kristin Healy, Larry Hamdan and Todd Wilson of Barclays Capital Inc. acted as financial advisor and Ellen Friedenberg, Kenneth A. Lefkowitz, John K. Hoyns, Andrew H. Braiterman, Spencer L. Harrison, Sarah Downie, Charles A. Samuelson, Susan Millington Campbell, Ethan Litwin, Anita L. Boomstein, Alexander F. Anderson, Brian McEvoy, Matthew Syrkin and Justin Greenbaum of Hughes Hubbard & Reed LLP acted as legal advisors to Republic Airways Holdings while Tony Richmond, Josh Dubofsky, Chad Rolston, Zachary Hale, Jay Metz, Tony Klein, Kirt Switzer, Maj Vaseghi, Corinna Liebowitz and Una Au Latham & Watkins LLP acted as legal advisors to Indigo Partners LLC.

Indigo Partners LLC completed the acquisition of Frontier Airlines Holdings, Inc. from Republic Airways Holdings Inc. (NasdaqGS:RJET) on December 3, 2013. Effective upon the closing of the sale, David Siegel, Chief Executive Officer and President of Frontier Airlines, resigned from Republic's Board of Directors.