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8-K - OHIO PUC 8-K - Frontier Communications Parent, Inc. | ohiopuccover.htm |
[Frontier Logo]
Exhibit 99.1
Frontier
Communications
3
High Ridge Park
Stamford,
CT 06905
203.614.5600
www.frontier.com
Contact:
Steve
Crosby
SVP,
Government and Regulatory Affairs
916.206.8198
steven.crosby@frontiercorp.com
FOR
IMMEDIATE RELEASE
Ohio
PUC Approves Frontier Communications’ Acquisition
of
Verizon Local Wireline Operations
STAMFORD, Conn. February 11, 2010
– Frontier Communications Corporation (NYSE: FTR) reported today that its
pending acquisition of Verizon Communications’ (NYSE: VZ) local wireline
operations in Ohio serving residential and small business customers has been
unanimously approved by the Public Utilities Commission of Ohio
(PUCO).
The
commission approved two agreements reached among various parties in December:
one among Verizon, Frontier, the PUCO staff, the Office of the Ohio Consumers’
Counsel and Cincinnati Bell Extended Territories, LLC; and another among
Verizon, Frontier and Comcast Phone Ohio, LLC.
Ohio is
the fourth state to approve the transaction. The Public Utilities
Commission of Nevada and the Public Service Commission of South Carolina
unanimously approved the transaction on Oct. 28, 2009 and unanimous approval by
the California Public Utilities Commission was granted on Oct. 29,
2009.
“This is
an important step towards providing residential and business customers in Ohio
with expanded broadband availability and Frontier’s enhanced products and
services,” said Dan McCarthy, Executive Vice President and Chief Operating
Officer of Frontier. “Upon completion of the transaction, Ohio will
be Frontier’s fifth largest state and we will be ready to deliver great products
and services to our new customers. Extending broadband reach and penetration is
critical to revitalizing communities, improving business productivity and giving
consumers
faster
access to the resources of the Internet. Frontier has committed to do
that for its new customers in Ohio.”
Mr.
McCarthy added, “The new Frontier will have a strong balance sheet, lower
leverage, operating flexibility and greater cash flow generation, all of which
should enable Frontier to achieve an investment grade credit rating over
time.”
On May
13, 2009, Frontier announced plans to acquire Verizon’s local wireline
operations serving residential and small-business customers in predominantly
rural areas and small- to medium-sized towns and cities in 14
states.
Regulators
in five other states and the Federal Communications Commission also must approve
the transaction or related transfers.
At the
federal level, in the fall of 2009 the Federal Trade Commission and the U.S.
Department of Justice granted the parties’ request for early termination of the
waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.
Frontier
has received all 41 local franchise approvals from authorities in Washington
state and Oregon that are required to transfer control of local cable TV
franchises from Verizon Communications to Frontier, subject to meeting certain
conditions of such approvals.
On
October 27, 2009, Frontier’s shareholders approved the transaction with
Verizon.
The
transaction is expected to close during the second quarter of 2010.
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; 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’s West 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 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 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, 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.
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