Republic Airlines (Indianapolis International) has entered into a definitive agreement to sell Frontier Airlines (F9, Denver International) to an affiliate of Indigo Partners LLC in an all-cash transaction. Led by former Spirit Airlines chairman, Bill Franke, Indigo Partners have a history of investing in airline transportation with Spirit Airlines (NK, Fort Lauderdale International), Volaris (Y4, México City International) and Wizz Air (W6, Budapest) among the names it has invested in. Under the terms of the stock purchase agreement, which has been approved by Republic’s Board of Directors, the buyer, an affiliate of Indigo Partners, will acquire all the outstanding shares of Frontier Airlines Holdings, Inc. in a transaction valued at approximately USD145 million, of which USD36million (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 into Frontier after the deal closes. As part of the transaction, under a separate agreement, Republic will assign to Frontier all of Republic’s rights under agreements relating to its order with Airbus for 60 A320neo and 20 A319neo aircraft placed in 2011 in exchange for reimbursement of pre-delivery deposits, which total USD32 million. Completion of the transaction is conditioned on agreements being reached 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. The transaction is also subject to 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. Republic expects the transaction to close in December 2013.