Frontier Communications Announces Cash Tender Offers for up to $1.6 Billion Aggregate Purchase Price for Certain Series of Notes
The terms and conditions of the Tender Offers are described in the
Company’s Offer to Purchase and Consent Solicitation Statement, dated
The following table summarizes certain material terms for the Tender Offers:
Dollars per $1,000 Principal Amount of Notes
|Title of Notes||CUSIP/ISIN
|8.875% Senior Notes due 2020||Rule 144A:||$303,641,000||1||None||$980.00||$50.00||$1,030.00|
|6.250% Senior Notes due 2021||35906A-AP-3||$775,000,000||2||None||$850.00||$50.00||$900.00|
|9.250% Senior Notes due 2021||35906A-AL-2||$489,650,000||3||None||$930.00||$50.00||$980.00|
|8.500% Senior Notes due 2020||35906A-AH-1||$618,711,000||4||None||$970.00||$50.00||$1,020.00|
|8.750% Senior Notes due 2022||Rule 144A:||$500,000,000||5||None||$760.00||$50.00||$810.00|
|10.500% Senior Notes due 2022||Rule 144A:||$2,187,537,000||6||$200,000,000||$820.00||$50.00||$870.00|
|7.125% Senior Notes due 2023||35906A-AM-0||$850,000,000||7||$100,000,000||$610.00||$50.00||$660.00|
|(1)||Excludes accrued and unpaid interest, which also will be paid.|
|(2)||Includes the Early Tender Premium.|
Each of the Tender Offers will expire at
Tendered Notes may be validly withdrawn from the applicable Tender Offer
at or prior to, but not after,
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
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 Purchase Price, (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Sublimit applicable to such series, if any, as set forth in the table above, and (c) Notes tendered and not validly withdrawn at or prior to the Early Tender Date will be accepted for purchase in priority to Notes tendered after the Early Tender Date and at or prior to the Expiration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 Purchase Price 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, subject to the Aggregate
Purchase Price, 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
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.
In conjunction with the Tender Offers, the Company is soliciting (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”), which would 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 requires 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
will be deemed to have consented to the Proposed Amendments. If the
Company receives the Requisite Consents, it will execute a supplemental
indenture to the 8.875% Notes Indenture (the “Supplemental Indenture”).
The Supplemental Indenture will become effective upon execution thereof
by us and
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, 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 and the Consent Solicitation.
The Company has retained
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 is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers or deliver consents in the Consent Solicitation. Holders must make their own decisions as to whether to participate in the Tender Offers and the Consent Solicitation, and, if so, the principal amount of Notes to tender and consent with respect thereto.
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.
The Company reserves the right, subject to applicable law, with respect
to any or all of the Tender Offers and/or the Consent Solicitation to
(a) extend the Early Tender Date, Withdrawal Deadline or Expiration Date
to a later date and time as announced by the
This press release shall not constitute an offer to sell, or the solicitation of any 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.
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, but are not limited
to: the success of the debt financing; the success of the Tender Offers
and the Consent Solicitation, including the willingness of noteholders
to tender their notes at the price and on the terms and conditions