STAMFORD, Conn.--(BUSINESS WIRE)--
Frontier Communications Corporation (NYSE: FTR) announced today that its
pending acquisition of Verizon Communications' local wireline operations
has received approval from the Public Service Commission of South
Carolina. The transaction, announced May 13, 2009, includes Verizon's
local exchange businesses in 14 states, including parts of California,
and certain customer relationships for long distance services, broadband
Internet access and broadband video.
This week, on October 27, 2009, Frontier's stockholders voted
overwhelmingly to approve the merger agreement and related proposals.
Frontier has also received approvals from the California Public
Utilities Commission, the Public Utilities Commission of Nevada, and 10
of the 41 FiOS video franchise communities the company will serve in
Washington state and Oregon. On September 1, 2009, the transaction
received early termination of the waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In addition to the remaining local franchise approvals and the approvals
of six other states, the Federal Communications Commission (FCC) must
approve certain license transfers as well. The FCC review is in process.
"We are very pleased with obtaining these key approvals," said Maggie
Wilderotter, Chairman and CEO of Frontier Communications. "Upon receipt
of the remaining approvals necessary for closing the transaction,
Frontier will be ready to deliver terrific products and services to our
new customers. The new Frontier will have a strong balance sheet
enabling us to upgrade broadband in many of these communities and to
deliver an excellent customer experience. Financially, the transaction
will result in lower leverage, operating flexibility, and greater cash
flow generation, all of which should enable Frontier to achieve an
investment grade credit rating," she added.
After the transaction, Frontier will have approximately 7 million access
lines in 27 states, 8.6 million voice and broadband connections, and
approximately 16,000 employees, based on data as of December 31, 2008.
The transaction is still expected to close during the second quarter of
2010.
About Frontier Communications
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 is available
at www.frontier.com.
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" 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; the
failure to receive the IRS ruling approving the tax-free status of the
Verizon transaction; the ability to successfully integrate the Verizon
operations into Frontier's existing operations; the effects of increased
expenses due to activities related to the Verizon transaction; the
ability to migrate Verizon'sWest Virginia operations from Verizon owned
and operated systems and processes to Frontier owned and operated
systems and processes successfully; 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 and
High-Speed Internet subscribers; 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 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 impact 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, to pay dividends and to
repay, reduce or refinance our debt; the effects of bankruptcies and
home foreclosures, which could result in increased bad debts; 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 2009 and
thereafter; declines in the value of our pension plan assets, which
could require us to make contributions to the pension plan beginning no
earlier than 2010; 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
severe weather. 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 do not intend to update or revise these forward-looking
statements to reflect the occurrence of future events or circumstances.
Additional Information and Where to Find It
This filing is not a substitute for the definitive prospectus/proxy
statement included in the Registration Statement on Form S-4 that
Frontier filed, and the SEC has declared effective, in connection with
the proposed transactions described in the definitive prospectus/proxy
statement. INVESTORS 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.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
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.
Source: Frontier Communications Corporation
Contact: Frontier Communications Corporation
Investor Contacts:
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 Contact:
Brigid Smith, 203-614-5042
AVP, Communications
brigid.smith@frontiercorp.com