Feb 11 (Reuters) - Spirit Airlines ( SAVEQ ) on Tuesday

rejected Frontier Group's ( ULCC ) revised acquisition offer,

worth about $2.16 billion, saying the bid from its fellow

ultra-low-cost carrier was less beneficial to shareholders than

its ongoing reorganization plan.

Frontier's fresh offer was a reiteration of its proposal

from earlier this month, in which it had proposed that Spirit's

shareholders would get $400 million in debt and a 19% stake in

Frontier.

However, it dropped a requirement that Spirit complete a

$350 million equity rights offering and use the proceeds to

retire its debtor-in-possession facility. It also requires the

bankruptcy court-approved $35 million termination fee be waived.

However, Spirit, which filed for bankruptcy protection last

year and expects to complete its restructuring in the first

quarter, said the revised proposal did not address certain

material risks and issues it had previously identified.

Instead, the Florida-based airline offered a counterproposal

in which Spirit shareholders would get $600 million in debt and

$1.185 billion in equity -- which Frontier rejected.

"We remain convinced that the combination of Spirit and

Frontier would have created more value than Spirit's standalone

plan," Frontier said in a statement.

The two companies had been in merger talks since at least

2022, even before Spirit filed for bankruptcy due to prolonged

periods of financial losses and a substantial debt load.

However, JetBlue Airways ( JBLU ) jumped into the fray and

prevailed. But that deal was scrapped after a U.S. judge blocked

it on anti-competition concerns.

Frontier revived its takeover efforts earlier this year, but

Spirit had said the first offer was inferior to the one the two

companies had discussed last year and sought an assurance that

the deal would close, and that Frontier would not walk away.