Frontier Communications Announces Early Tender Results of its Previously Announced Cash Tender Offers for Certain Series of Notes and Closing of Second Lien Secured Notes Offering
The aggregate principal amount of Notes of each series that were validly
tendered and not validly withdrawn as of 5:00 p.m.,
|Title of Notes||CUSIP/ISIN
|8.875% Senior Notes due 2020||Rule 144A:||$303,641,000||1||None||$248,998,000||$248,998,000||$1,030.00|
|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|
|10.500% Senior Notes due 2022||Rule 144A:||$2,187,537,000||6||$200,000,000||$162,175,000||$0||$870.00|
|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
(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
The Tender Offers will be funded using available cash on hand and the
net proceeds of the Company’s previously announced private offering of
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
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
Although the Tender Offers are scheduled to expire at
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
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
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.
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
Frontier Communications Corporation
Luke Szymczak, 203-614-5044
Vice President, Investor Relations
Brigid Smith, 203-614-5042
AVP, Corporate Communications