Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Frontier Communications Parent, Inc. | oregonapproval.htm |
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
Oregon
Public Utility Commission Approves
Frontier
Communications’ Acquisition
of
Verizon Local Wireline Operations
STAMFORD, Conn.,
February 26, 2010 – Frontier Communications
Corporation (NYSE: FTR) reported today that its pending acquisition of Verizon
Communications’ (NYSE: VZ) local wireline operations in Oregon has been
unanimously approved by the Oregon Public Utility Commission. Frontier has also
received all necessary approvals from authorities in Oregon that are required to
transfer control of local cable TV franchises from Verizon to Frontier, subject
to meeting certain conditions of such approvals.
Oregon is
the sixth state to approve the transaction. The Arizona Corporation
Commission unanimously approved the transaction on February 18, 2010.
Previously, the transaction was unanimously approved by the Public Utilities
Commission of Ohio, the Public Utilities
Commission of Nevada, the Public Service Commission
of South Carolina and the California Public Utilities
Commission.
“Oregon’s
rural areas and small and medium-sized communities need access to
broadband. Consistent, affordable broadband is vital to attracting new
businesses and to high-quality schools and critical care facilities,” said Dan
McCarthy, Executive Vice President and Chief Operating Officer of Frontier.
“Residential broadband is in demand too. In an information-intensive age,
broadband is really part of a state’s infrastructure. Frontier looks forward to
extending broadband reach and penetration in Oregon and offering value-added
products and services.”
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.
Verizon
has received a favorable ruling from the IRS regarding the tax consequences of
its spin-off and merger with Frontier. The receipt of this ruling was one
of the conditions to closing the transaction.
Regulators
in three 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.
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; 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 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.
###