Indigo Frontier Holdings, a major stakeholder in Frontier Group Holdings (NASDAQ:ULCC), has announced a significant change in its shareholding structure.

As of March 27, 2024, Indigo holds approximately 80% of Frontier Group's shares, totaling 178,834,034 shares out of 223,886,304 shares outstanding.

In a strategic move, Indigo plans to distribute all these shares to its members pro rata, effectively on April 1, 2024, as part of an in-kind, no-consideration share distribution.

This decision is tied to the dissolution of the investment fund created by Indigo in late 2013 for acquiring the company, which is reaching its ten-year term.

A significant portion of these shares, approximately 99.4 million or around 44% of the current shares outstanding, will be distributed to William A. Franke and entities under his control.

The remaining shares will be allocated among other Indigo investors not affiliated with Franke.

This share distribution will transition Frontier Group Holdings from being a "controlled company" under Nasdaq Stock Market rules, ushering in several corporate governance changes.

These adjustments include the establishment of a compensation committee and a director nominations process, both to be operated exclusively by independent directors.

Consequently, William A. Franke has stepped down from the Company‚Äôs Nominating and Corporate Governance Committee, although he will continue serving as a director and the chair of the board.