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): July 1, 2010

Frontier Communications Corporation
(Exact name of registrant as specified in its charter)

Delaware
 
001-11001
 
06-0619596
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
     
Identification Number)

3 High Ridge Park, Stamford, Connecticut
 
06905
(Address of principal executive offices)
 
(Zip Code)


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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 

 
 
 
 

 
Item 1.01        Entry into a Material Definitive Agreement
 
Supplemental Indenture
 
On July 1, 2010, in connection with the merger of New Communications Holdings Inc. (“Spinco”) with and into Frontier Communications Corporation (“Frontier”), as described in Item 2.01 of this Current Report on Form 8-K (the “Merger”), Frontier entered into a supplemental indenture (the “Supplemental Indenture”) with The Bank of New York Mellon, as trustee (“The Bank of New York Mellon”).  Pursuant to the terms of the Supplemental Indenture, Frontier assumed all of Spinco’s obligations under the indenture dated as of April 12, 2010 (the “Indenture”), by and between Spinco and The Bank of New York Mellon, as trustee, which obligations consist of $500,000,000 in aggregate principal amount of 7.875% Senior Notes due 2015, $1,100,0000,000 in aggregate principal amount of 8.250% Senior Notes due 2017, $1,100,000,000 in aggregate principal amount of 8.500% Senior Notes due 2020, and $500,000,000 in aggregate principal amount of 8.750% Senior Notes due 2022. The Indenture contains certain covenants and events of default and other customary provisions.

This description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 
Item 2.01        Completion of Acquisition or Disposition of Assets
 
On July 1, 2010, Spinco, a subsidiary of Verizon Communications Inc. (“Verizon”) that was spun-off from Verizon to its stockholders, merged with and into Frontier, with Frontier continuing as the surviving corporation (the “Merger”), pursuant to an Agreement and Plan of Merger by and among Verizon, Spinco and Frontier, dated as of May 13, 2009, as amended by Amendment No. 1 to the Merger Agreement, dated as of July 24, 2010 (the “Merger Agreement”).  At the effective time of the Merger, Spinco held defined assets and liabilities of the local exchange business and related landline activities of Verizon in Arizona, Idaho, Illinois, Indiana, Michigan, Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia and Wisconsin and in portions of California bordering Arizona, Nevada and Oregon.  As a result of the Merger, Frontier will also serve approximately 300 customers in a portion of Virginia bordering West Virginia.
 
Prior to the Merger, pursuant to the Distribution Agreement by and between Verizon and Spinco, dated as of May 13, 2009, as amended by Amendment No. 1 to the Distribution Agreement, dated as of July 24, 2009, and by Amendment No. 2 to the Distribution Agreement, dated as of March 23, 2010, Verizon distributed all of the issued and outstanding shares of common stock, par value $0.01 per share, of Spinco (the “Spinco Common Stock”), to a third-party distribution agent for the benefit of the Verizon stockholders (the “Distribution”).  In exchange for the Spinco Common Stock, Verizon stockholders received an aggregate of 678,530,386 shares of Frontier common stock, par value $0.25 per share (the “Frontier Common Stock”), which number of shares was determined by dividing $5,247,000,000 by $7.73, representing the Frontier average price as defined in and calculated in accordance with the Merger Agreement.  Each Verizon stockholder received one share of Frontier common stock for every 4.165977 shares of Verizon common stock the Verizon stockholder held at the time of the Distribution, without taking into account fractional shares, in lieu of which Verizon stockholders are to receive cash.
 
 
 
 
 
 
 

 
 
 
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Supplemental Indenture

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01        Other Events.

Press Release

A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Description of Capital Stock of Frontier

On October 27, 2009, in conjunction with the stockholder vote to adopt the Merger Agreement, Frontier’s stockholders approved a proposal to increase the number of authorized shares of Frontier common stock to 1,750,000,000.  The certificate of amendment to Frontier’s restated certificate of incorporation effectuating the increase was filed with the Secretary of State of Delaware and became effective on June 28, 2010.  A copy of the certificate of amendment to the restated certificate of incorporation of Frontier is attached hereto as Exhibit 99.2 and incorporated herein by reference.
 
The following describes the material terms of Frontier’s restated certificate of incorporation, as amended (the “certificate of incorporation”), and by-laws (the “by-laws”) but it does not purport to describe all of the terms thereof.  This summary is qualified in its entirety by the General Corporation Law of the State of Delaware (the “DGCL”).
 
Under the certificate of incorporation, the total authorized capital stock of Frontier consists of 50,000,000 shares of preferred stock, par value $0.01 per share, and 1,750,000,000 shares of common stock, par value $0.25 per share.
 
Frontier common stock began trading on the New York Stock Exchange (the “NYSE”)  under the symbol “FTR” on July 31, 2008.  Prior to that time, the common stock of Frontier, then named Citizens Communications Company, was traded on the NYSE under the symbol “CZN.”
 
As of June 30, 2010, there were approximately 23,050 holders of record of Frontier common stock.
 
Common Stock
 
All shares of Frontier common stock to be outstanding upon consummation of the Merger will be validly issued, fully paid and nonassessable.
 
Dividends
 
Holders of shares of Frontier common stock will be entitled to receive dividends and other distributions in cash, stock or property of Frontier as may be declared by its board of directors (the “Board”) from time to time at its sole discretion out of Frontier’s assets or funds legally available for dividends or other distributions.  Dividends on Frontier common stock will not be cumulative.  Consequently, if dividends on Frontier common stock are not declared or paid at the targeted level, Frontier stockholders will not be entitled to receive such payments in the future.
 
 
 
 
 
 

 
 
 
 
 
Subject to applicable law and at the discretion of the Board, Frontier intends to pay an annual cash dividend of $0.75 per share of Frontier common stock.  The Board may, in its sole discretion, amend or repeal this dividend policy.
 
Rights upon Liquidation
 
In the event of Frontier’s voluntary or involuntary liquidation, dissolution or winding up, holders of shares of Frontier common stock will be entitled to share in its assets remaining after payment of all debts and other liabilities, subject to the liquidation preference of any outstanding preferred stock.
 
Voting Rights
 
Each holder of Frontier common stock is entitled to one vote for each share held of record and may not cumulate votes for the election of directors.
 
Except as otherwise required by the DGCL and the certificate of incorporation and by-laws, action requiring stockholder approval may be taken by a vote of the holders of a majority of the Frontier common stock at a meeting at which a quorum is present.
 
Other Rights
 
Holders of shares of Frontier common stock have no preemptive rights.  The holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that Frontier may designate and issue in the future.
 
Preferred Stock
 
The certificate of incorporation provides that Frontier may issue up to 50,000,000 shares of its preferred stock in one or more series as may be determined by the Board.
 
The Board has broad discretionary authority with respect to the rights of issued series of Frontier’s preferred stock and may take several actions without any vote or action of the holders of Frontier common stock, including:
 
   
determining the number of shares to be included in each series;
 
   
fixing the designation, powers, preferences and relative, participating optional, conversion and other rights of the shares of each series and any qualifications, limitations or restrictions with respect to each series; and
 
    
increasing or decreasing the number of shares of any series.
 
The Board may authorize, without approval of holders of Frontier common stock, the issuance of preferred stock with voting and conversion rights that could adversely affect the voting power and other rights of holders of Frontier common stock.  For example, Frontier’s preferred stock may rank prior to its common stock as to dividend rights, liquidation preferences or both, may have full or limited voting rights and may be convertible into shares of Frontier common stock.
 
 
 
 
 
 
 

 
 
 
 
 
Frontier’s preferred stock could be issued quickly with terms designed to delay or prevent a change in the control of Frontier or to make the removal of Frontier management more difficult. This could have the effect of discouraging third-party bids for Frontier common stock or may otherwise adversely affect the market price of its common stock.
 
Frontier believes that the ability of the Board to issue one or more series of Frontier’s preferred stock provides Frontier with flexibility in structuring possible future financings and acquisitions, and in meeting other corporate needs that might arise.  The authorized shares of Frontier’s preferred stock, as well as shares of its common stock, are available for issuance without action by Frontier common stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which Frontier’s securities may be listed or traded.
 
As further detailed below, in “Certain Anti-Takeover Effects of Various Provisions of Delaware Law and Frontier’s Restated Certificate of Incorporation, By-Laws and Rights Plan,” the Board has also adopted a stockholder rights plan that declared a dividend of one preferred stock purchase right for each outstanding share of Frontier common stock to stockholders of record at the close of business on March 6, 2002.  Each share issued after that date is also issued with a preferred stock purchase right.  In the event that this purchase right is exercised, each record stockholder would be entitled to purchase from Frontier a unit consisting of one one-thousandth of a share of Series A Participating Preferred Stock at a purchase price of $47 per unit, subject to adjustment.  The exercise of this right could impede the completion of a merger, tender offer or other takeover attempt of Frontier.
 
The Board could also issue preferred stock having terms that could discourage an acquisition attempt through which an acquirer may be able to change the composition of the Board, including a tender offer or other transaction that some, or a majority, of Frontier common stockholders might believe to be in their best interest or in which stockholders might receive a premium for their stock over the then best current market price.
 
Rights of Appraisal
 
Under the DGCL, stockholders have the right to dissent from any plan of merger or consolidation to which the corporation is a party and to demand payment for the fair value of their shares.  However, unless a corporation’s certificate of incorporation otherwise provides, the DGCL states that stockholders do not have a right to dissent from any plan of merger or consolidation with respect to shares:
 
  
listed on a national securities exchange or held of record by more than 2,000 holders; or
 
  
for which, pursuant to the plan of merger or consolidation, stockholders will receive (1) shares or depositary receipts of another corporation which at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders, (2) shares of stock or depositary receipts of the surviving corporation in the merger or consolidation, (3) cash for fractional shares or (4) any combination of (1) – (3). In addition, the DGCL provides that, unless the corporation’s certificate of incorporation provides otherwise, stockholders of a surviving corporation do not have the right to dissent from a plan of merger if the merger did not require for its approval the vote of the stockholders.
 
The certificate of incorporation and by-laws are silent as to appraisal rights.  Appraisal rights are not available to Frontier stockholders or Verizon stockholders with respect to the Merger.
 
 
 
 
 
 

 
 
 
 

Board of Directors
 
The by-laws provide that the total number of Frontier directors will be not less than seven and not more than 15, as determined by the Board from time to time.  Frontier currently has nine directors plus three vacancies.  Three nominees designated by Verizon will become members of the Board on July 6, 2010.
 
All directors are elected at each annual meeting of stockholders to serve until the next annual meeting.  The certificate of incorporation provides that directors need not be elected by ballot, unless voting by ballot is requested by the holders of 10% or more of the shares of stock represented at the meeting of stockholders at which the directors are to be elected.  The by-laws do not provide for cumulative voting in the election of directors.  The by-laws provide that vacancies on the Board may be filled by appointment made by a majority vote of the directors then in office, except for vacancies resulting from the removal of directors by stockholders.
 
Nominations of persons for election to the Board may be made at a regular or special meeting of stockholders by or at the direction of the Board or its Nominating and Corporate Governance Committee or by any stockholder entitled to vote in such meeting who provides timely notice to Frontier’s secretary.
 
Directors will be elected at a stockholders’ meeting by a majority of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote.
 
Any directors may be removed, with or without cause, by the holders of a majority of shares then entitled to vote at an election of directors, subject to certain limitations.
 
The Board may hold regular meetings without notice according to a resolution of the Board.  Special meetings may be held at any time upon the call of two directors, the Chairman of the Board or the Chief Executive Officer of Frontier (the “CEO”).  A majority of the total number of directors will constitute a quorum, and directors present at any meeting at which a quorum is present may act by majority vote.
 
Stockholders
 
The by-laws provide that an annual meeting of stockholders for the purpose of electing directors and of transacting any other business as may properly come before it will be held each year.  A stockholder may bring business before an annual meeting of stockholders by giving timely notice in writing to Frontier’s secretary in accordance with the provisions of the by-laws.
 
Under the DGCL, a special meeting of the stockholders may be called by the board of directors of the corporation or by any other person authorized to do so in the corporation’s certificate of incorporation or by-laws.  Under the by-laws, a special meeting of the stockholders may be called by the Chairman of the Board or the CEO and must be called on the request in writing or by vote of a majority of the Board or on request in writing of stockholders of record owning 50% of the capital stock outstanding and entitled to vote.
 
The DGCL provides that written notice of the time, place and purpose or purposes of every meeting of stockholders must be given not less than 10 days and not more than 60 days before the date of the meeting to each stockholder of record entitled to vote at the meeting.  The by-laws provide that the holders of a majority of the stock outstanding and entitled to vote shall constitute a quorum.
 
 
 
 
 
 

 
 
 
 
Amendment of the Restated Certificate of Incorporation
 
Under the DGCL, a proposed amendment to a corporation’s certificate of incorporation requires approval by its board of directors and adoption by an affirmative vote of a majority of the outstanding stock entitled to vote on the amendment.  The certificate of incorporation provides that it may be amended in any manner prescribed by law.
 
Amendment of the By-laws
 
Under the certificate of incorporation, the Board is expressly authorized to amend, alter, change or repeal the by-laws. The stockholders also have the ability to change or repeal the by-laws by a majority vote of the stockholders present and represented at any annual meeting or at any special meeting called for such purpose.
 
Listing
 
Shares of Frontier common stock trade on the NYSE under the symbol “FTR.”
 
Transfer Agent and Registrar
 
The transfer agent and registrar for Frontier common stock is the Computershare Trust Company, N.A.
 
Certain Anti-Takeover Effects of Various Provisions of Delaware Law and Frontier’s Certificate of Incorporation, By-laws and Rights Plan
 
Provisions of the DGCL and the certificate of incorporation, by-laws and rights plan contain provisions that may have anti-takeover effects and could delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.
 
Delaware Anti-Takeover Statute
 
Frontier is subject to Section 203 of the DGCL.  Subject to specific exceptions, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the time the person became an interested stockholder, unless:
 
      
the business combination, or the transaction in which the stockholder became an interested stockholder, is approved by the Board prior to the time the interested stockholder attained that status;
 
  
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
 
  
at or after the time a person became an interested stockholder, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
 
 
 
 
 
 
 

 
 
 
 
 
“Business combinations” include mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to various exceptions, in general an “interested stockholder” is a person who, together with his or her affiliates and associates, owns, or within three years did own, 15% or more of the shares of the corporation’s outstanding voting stock. These  restrictions could prohibit or delay the accomplishment of mergers or other takeover or change in control attempts with respect to Frontier and, therefore, may discourage attempts to acquire Frontier.
 
In addition, provisions of the certificate of incorporation and by-laws, which are summarized in the following paragraphs, may have an anti-takeover effect.
 
Quorum Requirements; Removal of Directors
 
The by-laws provide that the holders of a majority of the stock outstanding and entitled to vote shall constitute a quorum.
 
Neither the certificate of incorporation nor the by-laws contains any express provisions with respect to the removal of directors; however, the DGCL provides that directors may be removed, with or without cause, by the holders of a majority of shares then entitled to vote at an election of directors, subject to certain limitations.
 
No Cumulative Voting
 
The DGCL provides that stockholders’ votes may not be cumulative with respect to the election of directors unless a corporation’s certificate of incorporation expressly provides otherwise. The certificate of incorporation does not expressly address cumulative voting.
 
Calling of Special Meeting of Stockholders
 
The by-laws provide that special meetings of Frontier stockholders may be called by the Chairman of the Board or the CEO and must be called on the request in writing or by vote of a majority of the Board or on request in writing of stockholders of record owning 50% of the capital stock outstanding and entitled to vote.
 
Advance Notice Requirements for Stockholder Proposals and Director Nominations
 
The DGCL provides that written notice of the time, place and purpose or purposes of every meeting of stockholders must be given not less than 10 days and not more than 60 days before the date of the meeting to each stockholder of record entitled to vote at the meeting.  The by-laws further provide that the only matters that may be considered and acted upon at an annual meeting of stockholders are those matters brought before the meeting:
 
  
through the notice of meeting;
 
  
by the Board; or
 
  
by a stockholder of record entitled to vote at such meeting.
 
The by-laws require a stockholder who intends to bring matters before or to nominate candidates for election as directors at an annual meeting to provide advance notice of such intended action not less than 90 days or more than 120 days prior to the date of the proxy statement relating to the prior year’s annual meeting of stockholders.  The by-laws also specify requirements as to the form and content of a stockholder’s notice.  The notice must contain, among other things, a brief description of the business desired to be brought before the meeting and must identify any personal or other material interest of the stockholder in such proposed business.  The person presiding at the meeting will have the discretion to determine whether any item of business proposed by a stockholder was properly brought before such meeting.  These provisions may impede stockholders’ ability to bring matters before an annual meeting of stockholders or make nominations for directors at an annual meeting of stockholders.  Stockholder nominations for the election of directors at a special meeting must be received by Frontier’s corporate secretary by the later of 10 days following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made or 90 days prior to the date that meeting is proposed to be held and not more than 120 days prior to such meeting.
 
 
 
 
 
 
 

 
 
 
 
 
Limitations on Liability and Indemnification of Officers and Directors
 
Under the DGCL, a corporation may indemnify any director, officer, employee or agent of the corporation against liabilities and expenses actually and reasonably incurred by such person in connection with any proceeding involving such person by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, provided that such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful.
 
The certificate of incorporation provides that a director will not be personally liable to Frontier or to its stockholders for monetary damages for a breach of fiduciary duty as a director, except for liability:
 
  
for any breach of the directors’ duty of loyalty to Frontier or its stockholders;
 
  
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
 
  
for acts relating to the unlawful payment of a dividend or an unlawful stock purchase or redemption; or
 
   
for any transaction from which the director derived an improper personal benefit.
 
The by-laws provide that, to the fullest extent permitted under the DGCL, Frontier will indemnify any person who was or is involved or was or is threatened to be made involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of Frontier or is or was serving at the request of Frontier as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, liability and loss actually and reasonably incurred by him or her in connection with such proceeding.  The by-laws provide further that the right to indemnification includes the right to receive payment of all reasonable expenses incurred by the indemnified person in connection with such proceeding in advance of the final disposition of the proceeding.
 
The limitation of liability and indemnification provisions in the by-laws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.  These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit Frontier and its stockholders.  In addition, a stockholder’s investment may be adversely affected to the extent that, in a class action or direct suit, Frontier pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
 
 
 
 
 
 

 
 
 
 
Authorized but Unissued Shares
 
Frontier’s authorized but unissued shares of common stock and preferred stock are available for future issuance without the approval of Frontier stockholders. Frontier may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans.  The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of Frontier by means of a proxy contest, tender offer, merger or otherwise.
 
No Supermajority Provisions
 
The DGCL provides generally that the affirmative vote of a majority in voting power of the outstanding shares entitled to vote is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires a greater percentage.  The certificate of incorporation does not require a greater percentage of shares to amend any provision of the certificate of incorporation and provides that it may be amended in any manner prescribed by law.
 
The certificate of incorporation grants the Board the authority to amend and repeal the by-laws without a stockholder vote.  However, such authority of the Board is subject to the power of the stockholders to change or repeal any by-laws by a majority vote of the stockholders present and represented at any annual meeting or at any special meeting called for such purpose.
 
Stockholder Rights Plan
 
The Board adopted a stockholder rights plan on March 6, 2002.  To implement the stockholder rights plan, on the same date, Frontier declared a dividend of one preferred stock purchase right, referred to as a right, for each outstanding share of Frontier common stock to stockholders of record at the close of business on March 6, 2002.  Each share issued after that date is also issued with a right.  Each right entitles the registered holder to purchase from Frontier a unit consisting of one one-thousandth of a share of Series A Participating Preferred Stock at a purchase price of $47 per unit, subject to adjustment.
 
The rights are not exercisable until the earliest of:
 
  ten business days following a public announcement that a person or group, subject to certain exceptions, has acquired 15% or more of the outstanding shares of Frontier common stock (thereby becoming an “acquiring person” under the stockholder rights plan);
 
  ten business days following the commencement of a tender offer or exchange offer that would result in a person or group becoming an acquiring person; and
 
  a merger or other business combination transaction involving Frontier.
 
The rights expire at 5:00 p.m. (New York City time) on March 6, 2012, unless earlier redeemed, exchanged, extended or terminated by Frontier.
 
 
 
 
 
 
 

 
 
 
 
 
The stockholder rights plan might impede the completion of a merger, tender offer or other takeover attempt of Frontier.  On May 12, 2009, Frontier amended its stockholder rights plan so that the transactions described in this information statement/prospectus will not trigger rights under the plan.

Item 9.01                    Financial Statements and Exhibits

(a) Financial Statements of Spinco

Listed below are the audited and unaudited financial statements of Spinco included in the prospectus filed by Frontier pursuant to Rule 424(b) on June 4, 2010, which financial statements are incorporated herein by reference:
 
 
(i)   Audited combined special-purpose statements of selected assets, selected liabilities and parent funding as of December 31, 2009 and 2008;
 
(ii)  Audited combined special-purpose statements of income, parent funding and cash flows for each of the three years in the period ended December 31, 2009;
 
(iii) Unaudited interim condensed combined special-purpose statements of selected assets, selected liabilities and parent funding as of March 31, 2010 and December 31, 2009; and
 
(iv) Unaudited condensed combined special-purpose statements of income and cash flows for the three months ended March 31, 2010 and 2009.
 
(b) Pro Forma Financial Information

Listed below are the unaudited pro forma condensed combined financial information relating to the Merger and included in the prospectus filed by Frontier pursuant to Rule 424(b) on June 4, 2010, which information is incorporated herein by reference:

 
(i)   Unaudited pro forma condensed combined balance sheet information as of March 31, 2010; and
 
(ii)  Unaudited pro forma condensed combined statement of operations information for the year ended December 31, 2009 and the three months ended March 31, 2010.

(d) Exhibits

Exhibit Number
 
Description of Exhibit
4.1
 
Supplemental Indenture, dated as of July 1, 2010, by and between Frontier Communications Corporation and The Bank of New York Mellon.
     
99.1
 
Press release dated July 1, 2010, announcing the completion of the Merger.
     
99.2
 
Certificate of Amendment of Restated Certificate of Incorporation of Frontier Communications Corporation

 
 
 
 
 
 

 
 
 
 
 
 

 
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)
 
       
Date: July 1, 2010
By:
/s/  Robert J. Larson  
    Name:  Robert J. Larson  
    Title:    Senior Vice President and Chief Accounting Officer  
       

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
Exhibits
 
 
Exhibit Number
 
Description of Exhibit
4.1
 
Supplemental Indenture, dated as of July 1, 2010, by and between Frontier Communications Corporation and The Bank of New York Mellon.
     
99.1
 
Press release dated July 1, 2010, announcing the completion of the Merger.
     
99.2
 
Certificate of Amendment of Restated Certificate of Incorporation of Frontier Communications Corporation

 
 
Exhibit 4.1
 
 
FIRST SUPPLEMENTAL INDENTURE

Supplemental Indenture, dated as of July 1, 2010 (this “ Supplemental Indenture ”), by and between Frontier Communications Corporation, a Delaware corporation (“ Frontier ”), and The Bank of New York Mellon, as trustee (the “ Trustee ”).

WITNESSETH

WHEREAS, New Communications Holdings Inc., a Delaware corporation (the “ Issuer ”), has heretofore duly executed and delivered to the Trustee an indenture, dated as of April 12, 2010 (the “ Indenture ”), providing for the issuance of the Issuer’s 7.875% Senior Notes due 2015 (the “ 2015 Notes ”), 8.250% Senior Notes due 2017 (the “ 2017 Notes ”), 8.500% Senior Notes due 2020 (the “ 2020 Notes ”) and 8.750% Senior Notes due 2022 (the “ 2022 Notes ”, and together with the 2015 Notes, the 2017 Notes and the 2020 Notes, the “ Notes ”);
 
WHEREAS, pursuant to the Indenture, the Issuer issued $500,000,000 aggregate principal amount of the 2015 Notes, $1,100,000,000 aggregate principal amount of the 2017 Notes, $1,100,000,000 aggregate principal amount of the 2020 Notes and $500,000,000 aggregate principal amount of the 2022 Notes, all of which are outstanding on the date hereof;
 
WHEREAS, pursuant to an agreement and plan of merger dated as of May 13, 2009 by and among Verizon Communications Corporation, a Delaware corporation, the Issuer and the Company, the Issuer will merge with and into the Company, with the Company continuing as the surviving corporation (the “ Merger ”);
 
WHEREAS, Section 5.01 of the Indenture provides that concurrently with the closing of the Merger, Frontier shall execute and deliver to the Trustee a supplemental indenture pursuant to which Frontier shall expressly assume the due and punctual payment of the principal of (and premium, if any) and interest on all of the Notes of each series and the performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Issuer;
 
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by Board Resolutions of Frontier; and Frontier has requested that Trustee to join with it in the execution and delivery of this Supplemental Indenture;
 
WHEREAS, the Trustee has received from Frontier an Officers’ Certificate and an Opinion of Counsel, each complying with the terms of the Indenture;
 
WHEREAS, all conditions precedent provided for in the Indenture relating to the Merger have been complied with;
 
 
 
 

 
 
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee agree as follows:
 
1.  Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
 
2.  Assumption . Frontier hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on all of the Notes of each series and the performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Issuer.
 
3.  Effect of Supplemental Indenture . Upon execution of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be modified and amended in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes and each Holder shall be bound thereby in the manner and to the extent herein and therein provided. Except as expressly modified and amended hereby, the Indenture is in all respects ratified and confirmed.
 
4.  GOVERNING LAW . THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.
 
5.   Severability .   In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
6.  Counterpart Originals . The parties may sign any number of copies of this Supplemental Indenture.  Each signed counterpart shall be an original, but all of them together represent the same agreement.
 
7.   Headings . Headings in this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
 
8.  The Trustee . The Trustee makes no representations as to and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by Frontier.
 
[SIGNATURE PAGE FOLLOWS]
 
 
 
2

 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
 
  FRONTIER COMMUNICATIONS CORPORATION  
       
 
By:
/s/  David R. Whitehouse  
    Name:  David R. Whitehouse  
    Title:    Senior Vice President and Treasurer   
       
 
 
THE BANK OF NEW YORK MELLON,
as Trustee
 
       
 
By:
/s/  Timothy W. Casey  
    Name:  Timothy W. Casey   
    Title:    Senior Associate   
       


 
3

Exhibit 99.1
 
 
 
 
   
 
Frontier Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
www.frontier.com
 
 
Contact:
Steve Crosby
David Whitehouse
SVP, Government and Regulatory Affairs
SVP & Treasurer
916.206.8198
203.614.5708
steven.crosby@ftr.com
david.whitehouse@ftr.com
 

FRONTIER COMMUNICATIONS COMPLETES TRANSFORMATIONAL
TRANSACTION WITH VERIZON COMMUNICATIONS

STAMFORD, Conn., July 1, 2010 – Frontier Communications Corporation (NYSE: FTR) today announced that it has completed its acquisition of Verizon Communications’ (NYSE: VZ) local wireline operations in 14 states.  The combined operations will provide voice, High-Speed Internet, wireless Internet data access, satellite video, FiOS and other services to more than 4.0 million residential and business customers in 27 states using the Frontier Communications brand. This transaction positions Frontier as the largest pure rural telecommunications carrier in the United States.

Ivan Seidenberg, Chairman of the Board and Chief Executive Officer of Verizon Communications, stated, "Frontier continually defines its success in terms of customer and employee satisfaction, and it's obvious they care deeply about the communities they serve.  Under the leadership of Maggie Wilderotter and her senior team, Frontier is the right partner for these markets. Customers will continue to be served by some of the best employees in the industry. I thank them for their dedication as they make this transition to Frontier."

About Frontier
Frontier Communications Corporation (NYSE: FTR) offers voice, High-Speed Internet, satellite video, wireless Internet data access, data security solutions, bundled offerings, specialized bundles for small businesses and home offices, and advanced business communications Access Solutions for medium and large businesses in 27 states and with approximately 14,600 employees. More information is available at www.frontier.com and www.frontier.com/ir .
 
 
 
 

 

 
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:  For two years after the merger, we will 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 stockholders might consider favorable; our ability to successfully integrate the Verizon operations into Frontier’s existing operations, which integration is ongoing; the effects of increased expenses due to activities related to the Verizon transaction; 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 acquired from Verizon to enable us to operate the acquired business on an ongoing basis; our ability 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 sales of other products; our ability to sell enhanced and data services in order to offset ongoing declines in revenues 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 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 revenues and required levels of capital expenditures related to new construction of residences and businesses; our ability to effectively manage service quality in our territories; our ability to successfully introduce new product offerings, including the ability to offer bundled service packages on terms that are both profitable to us and attractive to customers; changes in accounting policies or practices adopted voluntarily or as required by generally accepted accounting principles or regulations; our ability to manage effectively 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 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, 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 thereafter; declines in the value of our pension plan assets, which could require us to make contributions to our pension plans in 2011 and beyond; our ability to pay dividends on 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 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.

###
 
Exhibit 99.2
 
 

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION

Frontier Communications Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST : That the Board of Directors of said corporation, at a meeting of its members, adopted resolutions authorizing, declaring advisable and calling for a meeting of the stockholders of said corporation for consideration of, an amendment to paragraph (a) of the Fourth Article of said corporation’s Restated Certificate of Incorporation, as amended, so that, as so amended, said paragraph shall be and read as follows:

FOURTH: (a) “The total number of shares of stock which this corporation shall have authority to issue is one billion, eight hundred million (1,800,000,000) shares of which fifty million (50,000,000) shares shall be shares of Preferred Stock with a par value of one cent ($.01) each, amounting in aggregate to five hundred thousand dollars ($500,000), and one billion, seven hundred and fifty million (1,750,000,000) shares shall be shares of Common Stock, par value of twenty-five cents ($.25) each, amounting in the aggregate to four hundred and thirty seven million, five hundred thousand dollars ($437,500,000).”

SECOND : That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH : That this Certificate of Amendment of Restated Certificate of Incorporation shall become effective upon the filing of this Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
 
 
 
 
 

 

 
IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this 28th day of June, 2010.
 
 
 
FRONTIER COMMUNICATIONS CORPORATION
 
 
       
 
by
/s/ Hilary E. Glassman  
    Name:   Hilary E. Glassman  
    Title:    Senior Vice President, General Counsel and Secretary