Transaction Has Now Received All Necessary Regulatory Approvals
STAMFORD, Conn.--(BUSINESS WIRE)--
Frontier Communications Corporation (NYSE: FTR) today announced that its
pending acquisition of local Verizon Communications operations in 14
states has received approval from the Federal Communications Commission
(FCC). The transaction has now received all necessary regulatory
approvals, including regulatory approval in nine states and approval to
transfer control of local cable TV franchises to Frontier for the FiOS
markets in Oregon and Washington. Frontier and Verizon are completing
the other conditions to closing and expect the transaction to close on
July 1, 2010.
“The FCC’s approval is a significant milestone in a transaction that is
overwhelmingly in the public interest,” said Maggie Wilderotter,
Frontier’s Chairman and CEO. “We share the Commission’s goal of closing
the broadband availability gap in rural and small city areas and have
committed to the FCC that we will be focused on increasing broadband
deployment and penetration.” She added, “We look forward to serving our
new customers in 14 states and showing them the high-quality reliable
communications and expanded broadband, phone and television services the
`new Frontier’ offers.”
Forward-Looking Language
This presentation 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; 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 the Verizon
operations 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), DOCSIS 3.0, 4G or
otherwise); our ability to adjust successfully to changes in the
communications industry and to implement strategies for 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;
continued 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.
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
Steve Crosby, 916-206-8198
SVP,
Government and Regulatory Affairs
steven.crosby@frontiercorp.com