Frontier Communications Corporation (NASDAQ:FTR) announced
today 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 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validly tendered and not validly withdrawn as of 5:00 p.m.,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 March 19, 2018 (the "Early Tender Date"), as
reported by the tender agent, and the aggregate principal amount of
each series of Notes the Company will accept for purchase on March
20, 2018 (the "Early Settlement Date") are specified in the table
below.
Title of Notes
CUSIP/ISIN Numbers
Aggregate Principal Amount Outstanding
Acceptance Priority Level
Acceptance Sublimit
PrincipalAmountTendered
Principal AmountAccepted on
theEarly SettlementDate
TotalConsiderationPer
$1,000PrincipalAmount(1)(2)
8.875% Senior Notes due 2020
Rule 144A: $303,641,000
1 None $248,998,000 $248,998,000 $1,030.00 35906-AAR-9
Reg
S: U3144-QAE-0
Registered: 35906-AAT-5 6.250%
Senior Notes due 2021 35906A-AP-3 $775,000,000 2 None $555,279,000
$555,279,000 $900.00 9.250% Senior Notes due 2021
35906A-AL-2 $489,650,000 3 None $400,381,000 $400,381,000 $980.00
8.500% Senior Notes due 2020 35906A-AH-1 $618,711,000 4 None
$446,624,000 $446,624,000 $1,020.00 8.750% Senior Notes due
2022
Rule 144A: $500,000,000 5 None $329,011,000 $0 $810.00
35906A-AJ-7
Registered: 35906A-AK-4 10.500% Senior
Notes due 2022
Rule 144A: $2,187,537,000 6 $200,000,000
$162,175,000 $0 $870.00 35906A-AU-2
Reg S: U3144Q-AF-7
Registered: 35906A-AW-8 7.125% Senior Notes due 2023
35906A-AM-0 $850,000,000 7 $100,000,000 $272,366,000 $0 $660.00
(1) Includes the Early Tender Premium of $50.00 per $1,000
principal amount of Notes.
(2) Excludes accrued and unpaid interest, which will also be
paid.
The terms and conditions of the Tender Offers are described in
the Company’s Offer to Purchase and Consent Solicitation, dated
March 6, 2018 (the “Offer to Purchase”), and the related Letter of
Transmittal and Consent (as defined in the Offer to Purchase). The
Company also announced today that it has increased the maximum
aggregate consideration (excluding accrued interest) that may be
paid by the Company in the Tender Offers to $1,604,148,900 (the
“Aggregate Purchase Price”), subject to the Acceptance Priority
Levels and the Acceptance Sublimits described above.
The Tender Offers will be funded using available cash on hand
and the net proceeds of the Company’s previously announced private
offering of $1.6 billion aggregate principal amount of 8.500%
Second Lien Secured Notes due 2026 (the “Second Lien Notes”). The
settlement of the Second Lien Notes occurred on March 19, 2018.
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 aggregate amount of Total Consideration relating to the
Notes tendered as of the Early Tender Date exceeded the Aggregate
Maximum Consideration, which has the following consequences based
on the terms and conditions of the Tender Offers:
- all of the 8.875% Senior Notes due 2020
(the “8.875% Notes”) that were tendered as of the Early Tender Date
will be accepted for purchase on the Early Settlement Date;
- all of the 6.250% Senior Notes due 2021
that were tendered as of the Early Tender Date will be accepted for
purchase on the Early Settlement Date;
- all of the 9.250% Senior Notes due 2021
that were tendered as of the Early Tender Date will be accepted for
purchase on the Early Settlement Date;
- all of the 8.500% Senior Notes due 2020
that were tendered as of the Early Tender Date will be accepted for
purchase on the Early Settlement Date;
- none of the 8.750% Senior Notes due
2022, 10.500% Senior Notes due 2022 or 7.125% Senior Notes due 2023
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 tendered but not accepted for purchase in the Tender
Offers will be promptly credited to the account of the registered
holder of such Notes with The Depository Trust Company and
otherwise returned in accordance with the Offer to Purchase and the
Letter of Transmittal and Consent.
Although the Tender Offers are scheduled to expire at 11:59
P.M., New York City time, on April 2, 2018, because holders of
Notes subject to the Tender Offers validly tendered and did not
validly withdraw Notes on or before the Early Tender Date in an
amount that exceeds the Aggregate Purchase Price, the Company does
not expect to accept for purchase any tenders of Notes after the
Early Tender Date.
In conjunction with the Tender Offers, the Company also
solicited (the “Consent Solicitation”) from holders of the 8.875%
Notes consents to proposed amendments (“Proposed Amendments”) to
the indenture governing the 8.875% Notes (the “8.875% Notes
Indenture”), to eliminate substantially all restrictive covenants,
certain events of default and certain other provisions contained in
the 8.875% Notes Indenture. The adoption of the Proposed Amendments
required the consent of the holders of at least a majority of the
outstanding principal amount of 8.875% Notes (the “Requisite
Consents”). Each tendering holder of 8.875% Notes was deemed to
have consented to the Proposed Amendments. As of the Early Tender
Date, the Company had received the Requisite Consents and the
Company will execute a supplemental indenture to the 8.875% Notes
Indenture (the “Supplemental Indenture”) on the Early Settlement
Date. The Supplemental Indenture will be effective upon execution
thereof by the Company and The Bank of New York Mellon, the trustee
for the 8.875% Notes Indenture, and the Proposed Amendments will
become operative when the Company purchases in the Tender Offers at
least a majority in principal amount of the outstanding 8.875%
Notes on the Early Settlement Date.
Full details of the terms and conditions of the Tender Offers
and the Consent Solicitation are described in the Offer to Purchase
and related Letter of Transmittal. Holders of the Notes are
encouraged to read these documents, as they contain important
information regarding the Tender Offers and the Consent
Solicitation.
The Company has retained J.P. Morgan Securities LLC, Credit
Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC to act
as the Dealer Managers for the Tender Offers and Solicitation
Agents for the Consent Solicitation and Ipreo LLC as the Tender
Agent and Information Agent for the Tender Offers and the Consent
Solicitation. Questions regarding the Tender Offers and the Consent
Solicitation may be directed to J.P. Morgan Securities LLC at (866)
834-4666 (toll-free) or (212) 834-3260 (collect); Credit Suisse
Securities (USA) LLC at (800) 820-1653 (toll-free) or (212)
538-1862 (collect); Goldman Sachs & Co. LLC at (800) 828-3182
(toll-free) or (212) 357-1452 (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 Managers, the Solicitation Agents, the
Tender Agent and Information Agent or the Trustee with respect to
the Notes made or is making any recommendation as to whether
holders should tender any Notes in response to the Tender
Offers.
The Tender Offers and the Consent Solicitation 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,
and is not a solicitation of consents to the Proposed Amendments.
The Tender Offers and the Consent Solicitation 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.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be
any sales of securities mentioned in this press release in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. All offers of the Second Lien Notes were made only by
means of a private offering memorandum to qualified institutional
buyers under Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act") and to persons outside of the United
States under Regulation S under the Securities Act.
The Second Lien Notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
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 offers communications solutions to small, medium,
and enterprise businesses.
Forward-Looking Statements
This document contains "forward-looking statements," related to
future, not past, events. Forward-looking statements address our
expected future business and financial performance and financial
condition, and contain words such as "expect," "anticipate,"
"intend," "plan," "believe," "seek," "see," "will," "would," or
"target." Forward-looking statements by their nature address
matters that are, to different degrees, uncertain. These risks and
uncertainties include the factors that are described in our filings
with the U.S. Securities and Exchange Commission, including our
reports on Forms 10-K and 10-Q. These risks and uncertainties may
cause our actual future results to be materially different than
those expressed in our forward-looking statements. We do not
undertake to update or revise these forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20180320005723/en/
Frontier Communications CorporationINVESTORS:Luke
Szymczak, 203-614-5044Vice President, Investor
Relationsluke.szymczak@ftr.comorMEDIA:Brigid Smith,
203-614-5042AVP, Corporate Communicationsbrigid.smith@ftr.com
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