Frontier Communications Corporation (NASDAQ:FTR) announced today
that it has commenced tender offers (collectively, the “Tender
Offers”) to purchase for cash certain series of its senior notes
described in the table below (collectively, the “Notes”) up to an
amount such that the maximum aggregate consideration (excluding
accrued interest) paid by the Company in the Tender Offers does not
exceed $800,000,000 (the “Aggregate Maximum Consideration”),
subject to the Acceptance Priority Levels and the Acceptance
Sublimits described below.
The terms and conditions of the Tender Offers are described in
the Company's Offer to Purchase, dated June 12, 2017 (the “Offer to
Purchase”), and the related Letter of Transmittal. The Tender
Offers are intended to address maturities and reduce the Company’s
current overall interest expense. The Tender Offers will be funded
by the Company from borrowings under a new term loan B facility
under its senior credit agreement (the “Term Loan B Facility”),
which the Company expects to enter into prior to the Early
Settlement Date (as defined below).
The following table summarizes certain material terms for the
Tender Offers:
Dollars per $1,000 Principal Amount of
Notes Title of Notes
CUSIP/ISINNumbers
AggregatePrincipalAmountOutstanding
AcceptancePriorityLevel
AcceptanceSublimit
Tender
OfferConsideration(1)
Early TenderPremium
TotalConsideration(1)(2)
8.875% Senior Notes due 2020
Rule 144A:35906-AAR-9Reg
S:U3144-QAE-0Registered:35906-AAT-5
$1,066,036,000(3) 1 None
$1,012.50 $50.00 $1,062.50 8.500%
Senior Notes due 2020 35906A-AH-1 $1,168,835,000(3) 2 None
$1,010.00 $50.00 $1,060.00 9.250% Senior Notes due 2021 35906A-AL-2
$500,000,000 3 $100,000,000 $967.50 $50.00 $1,017.50 6.250% Senior
Notes due 2021 35906A-AP-3 $775,000,000 4 $100,000,000 $875.00
$50.00 $925.00 7.125% Senior Notes due 2019 17453B-AW-1
$434,000,000 5 $100,000,000 $1,016.25 $50.00 $1,066.25 8.125%
Senior Notes due 2018 35906A-AB-4 $582,739,000 6 $50,000,000
$1,017.50 $50.00 $1,067.50 (1) Excludes accrued and
unpaid interest, which also will be paid. (2) Includes the Early
Tender Premium. (3) Prior to the commencement of the Tender Offers,
the Company entered into an agreement with one group of affiliated
funds to purchase approximately $105.9 million aggregate principal
amount of its 8.875% Senior Notes due 2020 and approximately $99.4
million aggregate principal amount of its 8.500% Senior Notes due
2020 (the “Private Purchase Transaction”) at a purchase price that
approximates the Total Consideration for such series of Notes
offered hereby. The Private Purchase Transaction is a separate
transaction and not part of the Tender Offers. Consummation of the
Private Purchase Transaction is scheduled to occur on or about June
19, 2017, subject to the satisfaction or waiver of certain
conditions to closing, including the Company entering to, and its
receipt of sufficient net cash proceeds from, the Term Loan B
Facility to fund the purchase price of the Private Purchase
Transaction.
Each of the Tender Offers will expire at 11:59 P.M., New York
City time, on July 10, 2017, unless extended (such date and time,
as it may be extended, the “Expiration Date”) or earlier terminated
by the Company in accordance with the terms of the Offer to
Purchase. No tenders submitted after the Expiration Date will be
valid.
Tendered Notes may be validly withdrawn from the applicable
Tender Offer at or prior to, but not after, 5:00 p.m., New York
City time, on June 23, 2017 (such date and time, as it may be
extended, the “Withdrawal Deadline”), unless otherwise required by
law. Holders who tender their Notes after the Withdrawal Deadline,
but prior to the Expiration Date, may not withdraw their tendered
Notes unless withdrawal rights are required to be extended pursuant
to applicable law.
Subject to the terms and conditions of the Tender Offers,
holders who validly tender, and do not validly withdraw, their
Notes at or prior to 5:00 P.M., New York City time, on June 23,
2017 (such date and time, as it may be extended, the “Early Tender
Date”), and whose Notes are accepted for purchase, will receive the
applicable total consideration set forth in the table above for
each $1,000 principal amount of Notes purchased pursuant to the
Tender Offers (the “Total Consideration”), which includes the early
tender premium set forth in the table above per $1,000 principal
amount of Notes (the “Early Tender Premium”). Subject to the terms
and conditions of the Tender Offers, holders who validly tender
their Notes after the Early Tender Date and at or prior to 11:59
P.M., New York City time, on the Expiration Date, and whose Notes
are accepted for purchase, will receive only the applicable tender
offer consideration amount set forth in the table above for each
$1,000 principal amount of Notes purchased pursuant to the Tender
Offers (the “Tender Offer Consideration”), which is equal to the
applicable Total Consideration minus the Early Tender Premium. In
addition to the applicable Total Consideration or the Tender Offer
Consideration, as the case may be, all holders of Notes accepted
for purchase pursuant to the Tender Offers will also receive on the
Early Settlement Date (as defined below) or the Final Settlement
Date (as defined below), as applicable, accrued and unpaid interest
on their Notes purchased from the applicable last interest payment
date with respect to such Notes up to, but not including, the Early
Settlement Date or the Final Settlement Date, as applicable.
The Notes accepted for purchase will be accepted in accordance
with their Acceptance Priority Levels set forth in the table above
(with 1 being the highest Acceptance Priority Level), provided that
(a) the Company will only accept for purchase Notes of any and all
series up to an amount such that the aggregate amount of Total
Consideration and/or Tender Offer Consideration, as the case may
be, paid by the Company pursuant to the Tender Offers will not
exceed the Aggregate Maximum Consideration, (b) the Company will
not purchase an aggregate principal amount of Notes of any series
in excess of the Acceptance Sublimit applicable to such series, if
any, as set forth in the table above, and (c) Notes tendered and
not validly withdrawn at or prior to the Early Tender Date will be
accepted for purchase in priority to Notes tendered after the Early
Tender Date and at or prior to the Expiration Date. The Company
reserves the right, but is under no obligation, to increase the
Aggregate Maximum Consideration and/or any or all of the Acceptance
Sublimits or to otherwise alter the terms of any Tender Offer at
any time, subject to compliance with applicable law, which could
result in the Company purchasing a greater aggregate principal
amount of any or all series of Notes in the Tender Offers.
Subject to the terms and conditions of the Tender Offers, the
Company expects to accept for purchase and purchase any Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Date on the early settlement date (the “Early Settlement
Date”), which is currently expected to occur on June 26, 2017. To
the extent that the Tender Offers are not fully subscribed at the
Early Tender Date, the Company expects to purchase any remaining
Notes that have been validly tendered after the Early Tender Date
and at or prior to the Expiration Date and that the Company accepts
for purchase in accordance with the terms and conditions of the
Tender Offers, promptly following the Expiration Date (the “Final
Settlement Date”), which is expected to occur on July 11, 2017.
Notes accepted on any Early Settlement Date or the Final Settlement
Date will be accepted subject to the Aggregate Maximum
Consideration, the Acceptance Priority Levels, the Acceptance
Sublimits and proration, each as described in the Offer to
Purchase.
The Tender Offers are subject to the satisfaction or waiver of
certain conditions to the Tender Offers set forth in the Offer to
Purchase. The Tender Offers are not conditioned upon a minimum
principal amount of Notes being tendered or upon receipt of
financing.
Full details of the terms and conditions of the Tender Offers
are described in the Offer to Purchase and related Letter of
Transmittal, which are being sent by the Company to holders of the
Notes. Holders of the Notes are encouraged to read these documents,
as they contain important information regarding the Tender
Offers.
The Company has retained J.P. Morgan Securities LLC to act as
the Dealer Manager for the Tender Offers and Ipreo LLC as the
Tender Agent and Information Agent for the Tender Offers. Questions
regarding the Tender Offers may be directed to J.P. Morgan
Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3260
(collect) or Ipreo LLC at (212) 849-3880 (collect), (888) 593-9546
(toll-free) or email tenderoffer@ipreo.com. Requests for additional
copies of this Offer to Purchase or the Letter of Transmittal
should be directed to the Information Agent at the phone number
above.
None of the Company, its subsidiaries, its board of directors,
its employees, the Dealer Manager, the Tender Agent and Information
Agent or the Trustee with respect to the Notes is making any
recommendation as to whether holders should tender any Notes in
response to the Tender Offers. Holders must make their own
decisions as to whether to participate in the Tender Offers, and,
if so, the principal amount of Notes to tender.
The Tender Offers are only being made pursuant to the Offer to
Purchase and the related Letter of Transmittal. This press release
is neither an offer to purchase nor a solicitation of an offer to
sell any Notes in the Tender Offers. The Tender Offers are not
being made to, nor will Notes be accepted for purchase from or on
behalf of, holders of Notes in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the
securities or other laws of such jurisdiction. In any jurisdiction
in which the Tender Offers are required to be made by a licensed
broker or dealer, the Tender Offers will be deemed to be made on
behalf of the Company by one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
The Company reserves the right, subject to applicable law, with
respect to any or all of the Tender Offers to (a) extend the Early
Tender Date, Withdrawal Deadline or Expiration Date to a later date
and time as announced by the Company; (b) increase the Aggregate
Maximum Consideration, (c) increase all or any of the Acceptance
Sublimits; (d) waive in whole or in part any or all conditions to
the Tender Offers; (e) delay the acceptance for purchase of any
Notes or delay the purchase of any Notes; or (f) otherwise modify
or terminate any Tender Offer with respect to one or more series of
Notes.
About Frontier Communications
Frontier Communications Corporation (NASDAQ: FTR) is a leader in
providing communications services to urban, suburban, and rural
communities in 29 states. Frontier offers a variety of services to
residential customers over its fiber-optic and copper networks,
including video, high-speed internet, advanced voice, and Frontier
Secure® digital protection solutions. Frontier Business Edge™
offers communications solutions to small, medium, and enterprise
businesses. More information about Frontier is available at
www.frontier.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20170612006362/en/
Frontier Communications CorporationInvestors:Luke Szymczak,
203-614-5044Vice President, Investor
Relationsluke.szymczak@ftr.comorMedia:Brigid Smith,
203-614-5042AVP, Corp. Comm.brigid.smith@ftr.com
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