Published: April 12, 2010
Frontier Communications Corporation Announces Successful Completion of Offering of $3.2 Billion of Senior Notes by New Communications Holdings Inc.
STAMFORD, Conn. - (BUSINESS WIRE) - Frontier Communications (NYSE: FTR) announced today that New
Communications Holdings Inc. ("Spinco" ), a subsidiary of Verizon
Communications Inc. ("Verizon" ) formed for the purposes of holding
defined assets and liabilities of the local exchange business and
related landline activities of Verizon in 14 states, has completed its
previously announced offering of $3.2 billion aggregate principal amount
of Senior Notes. The gross proceeds of the offering were deposited into
an escrow account. Spinco intends to use the net proceeds from the
offering to fund the special cash payment by Spinco to Verizon, in
connection with the spin-off of Spinco to Verizon's shareholders and the
subsequent merger of Spinco with and into Frontier. The net proceeds
from the offering are sufficient to fund the entire special cash payment
which is one of the conditions to closing the merger. The parties expect
the merger to close late in the second quarter of this year.
The Senior Notes consist of $500 million aggregate principal amount of
Senior Notes due 2015 (the "2015 Notes" ), $1.1 billion aggregate
principal amount of Senior Notes due 2017 (the "2017 Notes" ), $1.1
billion aggregate principal amount of Senior Notes due 2020 (the "2020
Notes" ) and $500 million aggregate principal amount of Senior Notes due
2022 (the "2022 Notes" , and together with the 2015 Notes, the 2017 Notes
and the 2020 Notes, the "Notes" ).
The 2015 Notes have an interest rate of 7.875% per annum, the 2017 Notes
have an interest rate of 8.250% per annum, the 2020 Notes have an
interest rate of 8.500% per annum and the 2022 Notes have an interest
rate of 8.750% per annum. The Notes were issued at a price equal to 100%
of their face value. The Notes were sold in a private placement that is
exempt from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act" ).
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes or any other
securities, nor will there be any sale of the Notes or any other
securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities
laws of any such state. The Notes were issued in reliance on the
exemption from the registration requirements provided by Rule 144A under
the Securities Act and, outside of the United States, only to non-U.S.
investors pursuant to Regulation S under the Securities Act. None of the
Notes have been registered under the Securities Act or any state
securities laws, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.
About Frontier
Frontier Communications Corporation (NYSE: FTR) is a full-service
communications provider and one of the largest local exchange telephone
companies in the country serving rural areas and small and medium-sized
towns and cities. Frontier is included in the S&P 500 Index. Frontier
Communications offers telephone, television and Internet services,
including wireless Internet data access, as well as bundled offerings,
specialized bundles for small businesses and home offices, and data
security solutions. Additional information about Frontier products and
services is available at www.frontier.com.
More information about the transaction with Verizon may be found at www.frontier.com/ir.
Additional Information and Where to Find It
This news release is not a substitute for the definitive
prospectus/proxy statement included in the Registration Statement on
Form S-4 that Frontier filed, and the Securities and Exchange Commission
(the "SEC" ) has declared effective, in connection with the proposed
transactions described in the definitive prospectus/proxy statement.
INVESTORS IN FRONTIER'S COMMON STOCK ARE URGED TO READ THE DEFINITIVE
PROSPECTUS/PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION,
INCLUDING DETAILED RISK FACTORS. The definitive prospectus/proxy
statement and other documents filed or to be filed by Frontier with the
SEC are or will be available free of charge at the SEC's website, www.sec.gov,
or by directing a request when such a filing is made to Frontier, 3 High
Ridge Park, Stamford, CT 06905-1390, Attention: Investor Relations.
Frontier's stockholders approved the proposed transactions on October
27, 2009, and no other vote of the stockholders of Frontier or Verizon
is required in connection with the proposed transactions.
Forward-Looking Language
This press release contains forward-looking statements that are made
pursuant to the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. These statements are made on the basis of
management's views and assumptions regarding future events and business
performance. Words such as "believe," "anticipate," "expect," "intend"
and similar expressions are intended to identify forward-looking
statements. Forward-looking statements (including oral representations)
involve risks and uncertainties that may cause actual results to differ
materially from any future results, performance or achievements
expressed or implied by such statements. These risks and uncertainties
are based on a number of factors, including but not limited to: Our
ability to complete the acquisition of access lines from Verizon; the
failure to obtain, delays in obtaining or adverse conditions contained
in any required regulatory approvals for the Verizon transaction; for
two years after the merger, we may be limited in the amount of capital
stock that we can issue to make acquisitions or to raise additional
capital; our indemnity obligation to Verizon may discourage, delay or
prevent a third party from acquiring control of us during the two year
period following the merger in a transaction that our stockholders might
consider favorable; the ability to successfully integrate Verizon's
local exchange business and related activities that we expect to acquire
into Frontier's existing operations; the effects of increased expenses
due to activities related to the Verizon transaction; the ability to
successfully migrate Verizon's West Virginia operations from Verizon
owned and operated systems and processes to Frontier owned and operated
systems and processes; the risk that the growth opportunities and cost
synergies from the Verizon transaction may not be fully realized or may
take longer to realize than expected; the sufficiency of the assets to
be acquired from Verizon to enable us to operate the acquired business;
disruption from the Verizon transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the
effects of greater than anticipated competition requiring new pricing,
marketing strategies or new product or service offerings and the risk
that we will not respond on a timely or profitable basis; reductions in
the number of our access lines that cannot be offset by increases in
High Speed Internet subscribers and sale of other products; our ability
to sell enhanced and data services in order to offset ongoing declines
in revenue from local services, switched access services and subsidies;
the effects of ongoing changes in the regulation of the communications
industry as a result of federal and state legislation and regulation;
the effects of changes in the availability of federal and state
universal funding to us and our competitors; the effects of competition
from cable, wireless and other wireline carriers (through voice over
internet protocol (VOIP) or otherwise); our ability to adjust
successfully to changes in the communications industry and to implement
strategies for improving growth; adverse changes in the credit markets
or in the ratings given to our debt securities by nationally accredited
ratings organizations, which could limit or restrict the availability,
or increase the cost, of financing; reductions in switched access
revenues as a result of regulation, competition and/or technology
substitutions; the effects of changes in both general and local economic
conditions on the markets we serve, which can affect demand for our
products and services, customer purchasing decisions, collectability of
revenue and required levels of capital expenditures related to new
construction of residences and businesses; our ability to effectively
manage service quality; our ability to successfully introduce new
product offerings, including our ability to offer bundled service
packages on terms that are both profitable to us and attractive to our
customers; changes in accounting policies or practices adopted
voluntarily or as required by generally accepted accounting principles
or regulators; our ability to effectively manage our operations,
operating expenses and capital expenditures, and to repay, reduce or
refinance our debt; the effects of bankruptcies and home foreclosures,
which could result in difficulty in collection of revenues and loss of
customers; the effects of technological changes and competition on our
capital expenditures and product and service offerings, including the
lack of assurance that our ongoing network improvements will be
sufficient to meet or exceed the capabilities and quality of competing
networks; the effects of increased medical, retiree and pension expenses
and related funding requirements; changes in income tax rates, tax laws,
regulations or rulings, and/or federal or state tax assessments; the
effects of state regulatory cash management policies on our ability to
transfer cash among our subsidiaries and to the parent company; our
ability to successfully renegotiate union contracts expiring in 2010 and
beyond; declines in the value of our pension plan assets, which could
require us to make contributions to the pension plan in 2011 and beyond;
our ability to pay dividends in respect of our common shares, which may
be affected by our cash flow from operations, amount of capital
expenditures, debt service requirements, cash paid for income taxes and
our liquidity; the effects of any unfavorable outcome with respect to
any of our current or future legal, governmental or regulatory
proceedings, audits or disputes; the possible impact of adverse changes
in political or other external factors over which we have no control;
and the effects of hurricanes, ice storms or other natural disasters.
These and other uncertainties related to our business are described in
greater detail in our filings with the Securities and Exchange
Commission, including our reports on Forms 10-K and 10-Q, and the
foregoing information should be read in conjunction with these filings.
We undertake no obligation to publicly update or revise any
forward-looking statements or to make any other forward-looking
statement, whether as a result of new information, future events or
otherwise unless required to do so by securities laws.

Frontier Communications
Investor:
David Whitehouse,
203-614-5708
SVP & Treasurer
david.whitehouse@frontiercorp.com
or
Gregory
Lundberg, 203-614-5044
Director, Investor Relations
greg.lundberg@frontiercorp.com
or
Media:
Brigid
Smith, 203-614-5042
AVP Corporate Communications
brigid.smith@frontiercorp.com
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