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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tendered and not validly withdrawn as of 5:00 p.m., New York City time,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.
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 [email protected].
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.
