Frontier Mergers and Acquisitions Presentation Deck
Disclaimer
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an
offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval
in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in
which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and
otherwise in accordance with applicable law.
Important Additional Information will be Filed with the SEC
Frontier will file with the Securities and Exchange Commission ("SEC") a Registration Statement on Form
S-4 in connection with the proposed transaction, including a definitive Information
Statement/Prospectus of Frontier and a definitive Proxy Statement of Spirit. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT/ INFORMATION STATEMENT/
PROSPECTUS/ PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED BY FRONTIER
OR SPIRIT WITH THE SEC IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FRONTIER, SPIRIT, THE PROPOSED
TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of
the Registration Statement and the definitive Information Statement/Proxy Statement/Prospectus and
other documents filed with the SEC by Frontier and Spirit through the website maintained by the SEC at
www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the information
statement and the proxy statement and other documents filed with the SEC by Frontier and Spirit on
Frontier's Investor Relations website at https://ir.flyFrontier.com and on Spirit's Investor Relations
website at https://ir.Spirit.com.
Participants in the Solicitation
Frontier and Spirit, and certain of their respective directors and executive officers, may be deemed to be
participants in the solicitation of proxies in respect of the proposed transactions contemplated by the
Merger Agreement. Information regarding Frontier's directors and executive officers is contained in
Frontier's final prospectus filed with the SEC pursuant to Rule 424(b), which was filed with the SEC on
April 2, 2021, and in Frontier's Current Report on Form 8-K, dated July 16, 2021, as amended.
Information regarding Spirit's directors and executive officers is contained in Spirit's definitive proxy
statement, which was filed with the SEC on March 31, 2021.
FRONTIER spirit
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this presentation, including statements concerning Frontier, Spirit, the proposed transactions and other matters,
should be considered forward-looking within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on
Frontier's and Spirit's current expectations and beliefs with respect to certain current and future events and anticipated financial and
operating performance. Such forward-looking statements are and will be subject to many risks and uncertainties relating to Frontier's
and Spirit's operations and business environment that may cause actual results to differ materially from any future results expressed
or implied in such forward looking statements. Words such as "expects," "will," "plans," "intends," "anticipates," "indicates,"
"remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and other similar expressions are intended to
identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical
facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or
uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured.
All forward-looking statements in this presentation are based upon information available to Frontier and Spirit on the date of this
presentation. Frontier and Spirit undertake no obligation to publicly update or revise any forward-looking statement, whether as a
result of new information, future events, changed circumstances, or otherwise, except as required by applicable law.
Actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the
following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to
terminate the merger agreement; failure to obtain applicable regulatory or Spirit stockholder approval in a timely manner or otherwise;
failure to satisfy other closing conditions to the proposed transactions; failure of the parties to consummate the transaction; risks that
the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of
certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; failure to realize anticipated
benefits of the combined operations; risks relating to unanticipated costs of integration; demand for the combined company's services;
the growth, change and competitive landscape of the markets in which the combined company participates; expected seasonality
trends; diversion of managements' attention from ongoing business operations and opportunities; potential adverse reactions or
changes to business or employee relationships, including those resulting from the announcement or completion of the transaction;
risks related to investor and rating agency perceptions of each of parties and their respective business, operations, financial condition
and the industry in which they operate; risks related to the potential impact of general economic, political and market factors on the
companies or the proposed transaction; that Frontier's cash and cash equivalents balances together with the availability under certain
credit facilities made available to Frontier and certain of its subsidiaries under its existing credit agreements, will be sufficient to fund
Frontier's operations including capital expenditures over the next 12 months; Frontier's expectation that based on the information
presently known to management, the potential liability related to Frontier's current litigation will not have a material adverse effect on
its financial condition, cash flows or results of operations; that the COVID-19 pandemic will continue to impact the businesses of the
companies; ongoing and increase in costs related to IT network security; and other risks and uncertainties set forth from time to time
under the sections captioned "Risk Factors" in Frontier's and Spirit's reports and other documents filed with the SEC from time to time,
including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
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