Frontier Communications Corporation (NASDAQ:FTR) announced the
early tender results of its previously announced cash tender offers
(the “Tender Offers”) for each series of notes described in the
table below (collectively, the “Notes”). The Company has amended
the terms of the Tender Offers to increase the maximum aggregate
consideration (excluding accrued interest) to be paid by the
Company in the Tender Offers (the “Aggregate Maximum
Consideration”) from $800 million to $1.15 billion.
The aggregate principal amount of Notes of each series that were
validly tendered and not validly withdrawn as of 5:00 p.m., New
York City time, on June 23, 2017 (the “Early Tender Date”), as
reported by the depositary, and the aggregate principal amount of
each series of Notes that are expected to be accepted for purchase
by the Company on June 26, 2017 (the “Early Settlement Date”),
subject to the satisfaction or waiver of certain conditions to the
Tender Offers set forth in the Offer to Purchase (defined below),
are specified in the table below.
Title of
Notes CUSIP/ISIN Numbers Aggregate
Principal Amount Outstanding Acceptance Priority
Level
Acceptance Sublimit
Principal Amount Tendered Principal Amount
Expected to be Accepted on
the Early Settlement Date
Total
Consideration
Per $1,000
Principal
Amount (2)
8.875% Senior Notes due 2020
Rule 144A:35906-AAR-9Reg
S:U3144-QAE-0Registered:35906-AAT-5
$960,121,000(1) 1 None $656,480,000 $656,480,000 $1,062.50
8.500% Senior Notes due 2020 35906A-AH-1 $1,069,415,000(1) 2 None
$704,692,000 $426,871,000 $1,060.00 9.250% Senior Notes due 2021
35906A-AL-2 $500,000,000 3 $100,000,000 $245,398,000 None $1,017.50
6.250% Senior Notes due 2021 35906A-AP-3 $775,000,000 4
$100,000,000 $329,967,000 None $925.00 7.125% Senior Notes due 2019
17453B-AW-1 $434,000,000 5 $100,000,000 $284,471,000 None $1,066.25
8.125% Senior Notes due 2018 35906A-AB-4 $582,739,000 6 $50,000,000
$315,816,000 None $1,067.50 (1) The total amounts
outstanding reflect that on June 19, 2017, the Company purchased
from a group of affiliated funds $105.9 million aggregate principal
amount of the Company’s 8.875% Senior Notes due 2020 and $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 in the Tender Offers. The Private Purchase Transaction was
a separate transaction and not part of the Tender Offers.
(2) Includes the Early Tender Premium of $50.00 per $1,000
principal amount of Notes. Excludes accrued and unpaid interest,
which will also be paid.
The terms and conditions of the Tender Offers are described in
detail in the Offer to Purchase, dated June 12, 2017 (as amended
hereby, the “Offer to Purchase”), and the related Letter of
Transmittal, which have been sent by the Company to holders of the
Notes. Holders of the Notes are encouraged to carefully read these
documents, as they contain important information regarding the
Tender Offers.
Subject to the terms and conditions of the Tender Offers,
holders who tendered their Notes on or prior to 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 an early
tender premium of $50.00 per $1,000 principal amount of Notes (the
“Early Tender Premium”). In addition to the applicable Total
Consideration, all holders of Notes accepted for purchase on the
Early Settlement Date will receive accrued and unpaid interest on
their Notes purchased from the last interest payment date with
respect to such Notes up to, but not including, the Early
Settlement Date.
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 paid by the Company pursuant to the Tender Offers
will not exceed the Aggregate Maximum Consideration, as increased
hereby, (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, 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 Total Consideration relating to the Notes that have been
tendered as of the Early Tender Date exceeds the Aggregate Maximum
Consideration, which has the following consequences based on the
terms and conditions of the Tender Offers as amended hereby:
- all of the 8.875% Senior Notes due 2020
that have been tendered as of the Early Tender Date are expected to
be accepted for purchase on the Early Settlement Date;
- of the $704,692,000 aggregate principal
amount of 8.500% Senior Notes due 2020 that have been tendered as
of the Early Tender Date, only $426,871,000 aggregate principal
amount of such Notes are expected to be accepted for purchase on
the Early Settlement Date and therefore such tendered Notes will be
subject to proration;
- none of the 9.250% Senior Notes due
2021, the 6.250% Senior Notes due 2021, the 7.125% Senior Notes due
2019 or the 8.125% Senior Notes due 2018 will be accepted for
purchase in the Tender Offers; and
- no Notes tendered after the Early
Tender Date and prior to the Expiration Date (as defined below)
will be accepted for purchase in the Tender Offers.
Any Notes not purchased in the Tender Offers will be promptly
returned.
The Company reserves the right, but is under no obligation, to
further 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.
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 scheduled to expire at 11:59 P.M.,
New York City time, on July 10, 2017, unless extended (such date
and time, as the same may be extended, the “Expiration Date”).
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 the 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 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.
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/20170626005405/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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