Frontier Would Become A Subsidiary Of Republic

Frontier Airlines Holdings, Inc. Thursday revealed that Southwest Airlines Co. has submitted an initial non-binding proposal to acquire Frontier under the auction procedures established in Frontier’s Chapter 11 bankruptcy cases and approved by the U.S. Bankruptcy Court. The bid is reported to be $113.6 million.

As previously announced, on July 13 the judge presiding over Frontier’s Chapter 11 bankruptcy cases in the U.S. Bankruptcy Court for the Southern District of New York approved a proposed investment agreement between Frontier and Republic Airways Holdings, Inc. Pursuant to the investment agreement, Republic agreed to purchase 100% of the stock of Frontier Holdings upon its emergence from bankruptcy for $108.75 million, so long as certain conditions are met. Frontier Airlines Holdings would become a wholly-owned subsidiary of Republic, an airline holding company that owns Chautauqua Airlines, Republic Airlines and Shuttle America.

The Republic investment agreement provides for an auction period, during which Frontier may seek higher or otherwise better competing bids. If Frontier identifies such a bid, it can terminate the Republic investment agreement and accept the other offer. Under the auction procedures approved by the Court, interested bidders must submit an initial proposal by Aug. 3, 2009, and a final proposal by Aug. 10, 2009. Frontier and its advisors, in consultation with the Unsecured Creditors’ Committee appointed in Frontier’s Chapter 11 cases, will conduct an auction, if necessary, on Aug. 11, 2009, to consider all qualified proposals and determine the highest or otherwise best proposal.

Frontier currently expects to emerge from Chapter 11 this fall.

Frontier and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code on April 10, 2008. More information about Frontier’s Chapter 11 proceedings is available online.

FMI: www.southwest.com, www.frontierairlines.com