Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 12, 2010
Frontier
Communications Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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001-11001
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06-0619596
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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||
of
incorporation)
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Identification
Number)
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3
High Ridge Park, Stamford, Connecticut
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06905
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (203) 614-5600
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
x
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
April 12, 2010, New Communications Holdings Inc. (“Spinco”), a subsidiary
of Verizon Communications Inc. (“Verizon”) formed for the purposes of holding
defined assets and liabilities of the local exchange business and related
landline activities of Verizon in 14 states, completed its previously announced
offering of $3.2 billion aggregate principal amount of Senior Notes (the
“Notes Offering”).
The gross
proceeds of the Notes Offering, plus an amount in cash contributed by Frontier
Communications Corporation (“Frontier”) that equals the amount of interest that
will accrue on the notes from April 12, 2010, to October 1, 2010, were deposited
into an escrow account concurrently with the closing of the Notes Offering,
pursuant to an escrow agreement dated as of April 12, 2010, among Spinco,
Frontier, The Bank of New York Mellon, as trustee, The Bank of New York Mellon,
as escrow agent and J.P. Morgan Securities Inc, as representative of the several
initial purchasers of the Senior Notes.
Immediately
prior to the spin-off of Spinco to Verizon’s shareholders and the subsequent
merger of Spinco with and into Frontier, the net
proceeds of the Notes Offering will be released to Spinco to finance a special
cash payment by Spinco to Verizon in connection with the
spin-off. Promptly upon consummation of the merger, the remaining
funds in the escrow account will be released as follows: first, to
the initial purchasers in the Notes Offering in an amount equal to the initial
purchasers’ discount from the Notes Offering and second, the remainder of the
amounts held in the escrow account will be released to, or at the direction of,
Frontier. If,
however, the merger agreement governing the merger is terminated or the spin-off
and the merger are not completed on or before October 1, 2010, the funds in the
escrow account will be released and used to redeem each series of Senior Notes,
in each case at a price equal to 100% of the issue price, plus accrued and
unpaid interest on the principal amount, of such series of
notes.
Concurrently
with the closing of the offering, Frontier and J.P. Morgan Securities Inc., as
representative of the several initial purchasers of the Senior Notes, entered
into separate registration rights agreements for each series of Senior Notes,
pursuant to which Frontier has agreed, following the merger of Spinco with and
into Frontier, to file with the Securities and Exchange Commission an
exchange offer registration statement or, in certain circumstances, a shelf
registration statement, registering each series of Senior Notes.
The
foregoing description of the registration rights agreements and the escrow
agreement is only a summary and is qualified in its entirety by reference to the
full text of such agreements. Copies of the escrow agreement and registration
rights agreements are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and
4.5 and are incorporated herein by reference.
ITEM
8.01 OTHER
EVENTS
The
Senior Notes were issued under an Indenture, dated as of April 12, 2010, by and
between Spinco and The Bank of New York Mellon, as trustee (the
“Indenture”). Following the spin-off and the subsequent merger,
Frontier will assume all of Spinco’s obligations under the Senior Notes and the
Indenture.
(d) Exhibit The
following exhibits are filed as part of this report on Form 8-K:
Exhibit
Number
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Description
of Exhibit
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4.1
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Escrow
Agreement, dated as of April 12, 2010, among New Communications Holdings
Inc., Frontier Communications Corporation, The Bank of New York Mellon, as
trustee, The Bank of New York Mellon, as escrow agent and J.P. Morgan
Securities Inc, as representative of the several initial purchasers of
7.875% Senior Notes due 2015, 8.250% Senior Notes due 2017, 8.500% Senior
Notes due 2020 and 8.750% Senior Notes due 2022.
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4.2
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Registration
Rights Agreement with respect to the 7.875% Senior Notes due 2015 dated as
of April 12, 2010, among Frontier Communications Corporation and J.P.
Morgan Securities Inc., as representatives of the several initial
purchasers of such notes.
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4.3
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Registration
Rights Agreement with respect to the 8.250% Senior Notes due 2017 dated as
of April 12, 2010, among Frontier Communications Corporation and J.P.
Morgan Securities Inc., as representatives of the several initial
purchasers of such notes.
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4.4
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Registration
Rights Agreement with respect to the 8.500% Senior Notes due 2020 dated as
of April 12, 2010, among Frontier Communications Corporation and J.P.
Morgan Securities Inc., as representatives of the several initial
purchasers of such notes.
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4.5
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Registration
Rights Agreement with respect to the 8.750% Senior Notes due 2022 dated as
of April 12, 2010, among Frontier Communications Corporation and J.P.
Morgan Securities Inc., as representatives of the several initial
purchasers of such notes.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
FRONTIER
COMMUNICATIONS CORPORATION
(Registrant)
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By:
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/s/ Robert J. Larson | |
Name: Robert J. Larson | |||
Title: Senior Vice President and Chief Accounting Officer | |||
Date:
April 16, 2010
Exhibits
Exhibit
Number
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Description
of Exhibit
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4.1
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Escrow
Agreement, dated as of April 12, 2010, among New Communications Holdings
Inc., Frontier Communications Corporation, The Bank of New York Mellon, as
trustee, The Bank of New York Mellon, as escrow agent and J.P. Morgan
Securities Inc, as representative of the several initial purchasers of
7.875% Senior Notes due 2015, 8.250% Senior Notes due 2017, 8.500% Senior
Notes due 2020 and 8.750% Senior Notes due 2022.
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4.2
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Registration
Rights Agreement with respect to the 7.875% Senior Notes due 2015 dated as
of April 12, 2010, among Frontier Communications Corporation and J.P.
Morgan Securities Inc., as representatives of the several initial
purchasers of such notes.
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4.3
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Registration
Rights Agreement with respect to the 8.250% Senior Notes due 2017 dated as
of April 12, 2010, among Frontier Communications Corporation and J.P.
Morgan Securities Inc., as representatives of the several initial
purchasers of such notes.
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4.4
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Registration
Rights Agreement with respect to the 8.500% Senior Notes due 2020 dated as
of April 12, 2010, among Frontier Communications Corporation and J.P.
Morgan Securities Inc., as representatives of the several initial
purchasers of such notes.
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4.5
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Registration
Rights Agreement with respect to the 8.750% Senior Notes due 2022 dated as
of April 12, 2010, among Frontier Communications Corporation and J.P.
Morgan Securities Inc., as representatives of the several initial
purchasers of such notes.
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