Blog: FRONTIER COMMUNICATIONS PARENT, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure

On May 9, 2022, Frontier Communications Holdings, LLC (“FCH, LLC” or the
“Issuer”), a consolidated subsidiary of Frontier Communications Parent, Inc.
(the “Company”), commenced an offering pursuant to exemptions from the
registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”), for the issuance of $800 million aggregate principal amount
of first lien secured notes due 2030 (the “Offering”). On May 9, 2022, the
Company issued a press release regarding commencement of the Offering. A copy of
the press release is furnished herewith as Exhibit 99.1 to this Current Report
on Form 8-K (“Current Report”) and is incorporated by reference herein. The
Company intends to use the net proceeds of the Offering to fund capital
investments and operating costs arising from the Company’s fiber build and
expansion of its fiber customer base, and for general corporate purposes.

In addition, FCH, LLC has had discussions with its financing sources and is
seeking an amendment to its senior secured first lien revolving credit facility
(the “Revolving Facility”), and is expected to enter into such amendment with
certain existing and new revolving lenders substantially concurrently with the
closing of the Offering. Such amendment will, (i) increase the Revolving
Facility by an additional $275 million (to a total of $900 million in aggregate
principal amount of revolving credit commitments) and (ii) provide that the
Revolving Facility be amended to reflect SOFR based interest rates (including a
customary credit spread adjustment). The Offering is not conditioned upon the
Revolving Facility amendment. There can be no assurances, however, that the
Revolving Facility amendment will be executed and will become effective on the
terms as described herein or at all.

In addition, the Company is also furnishing certain summary historical
consolidated financial information in Exhibit 99.2 to this Current Report, which
is incorporated by reference herein.

The information being furnished under this Item 7.01, including Exhibits 99.1
and 99.2, of this Current Report shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any registration statement or other
document filed by the Company under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such
filing.

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Forward-Looking Statements

This Current Report contains “forward-looking statements” related to future
events. Forward-looking statements address our expectations or beliefs
concerning future events, including, without limitation, the transactions
contemplated herein and the use of proceeds therefrom. These statements are made
on the basis of management’s views and assumptions, as of the time the
statements are made, regarding future events and performance and contain words
such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,”
“may,” “will,” “would,” or “target.” Forward-looking statements by their nature
address matters that are, to different degrees, uncertain. A wide range of
factors could materially affect future developments and performance, including
but not limited to: our significant indebtedness, our ability to incur
substantially more debt in the future, and covenants in the agreements governing
our current indebtedness that may reduce our operating and financial
flexibility; declines in Adjusted EBITDA relative to historical levels that we
are unable to offset; our ability to successfully implement strategic
initiatives, including our fiber buildout and other initiatives to enhance
revenue and realize productivity improvements; our ability to secure necessary
construction resources, materials and permits for our fiber buildout initiative
in a timely and cost-effective manner; potential disruptions in our supply chain
and the effects of inflation resulting from the COVID-19 pandemic, the global
microchip shortage, or otherwise, which could adversely impact our business and
hinder our fiber expansion plans; our ability to effectively manage our
operations, operating expenses, capital expenditures, debt service requirement
and cash paid for income taxes and liquidity; competition from cable, wireless
and wireline carriers, satellite, fiber “overbuilders” and over the top
companies, and the risk that we will not respond on a timely or profitable
basis; our ability to successfully adjust to changes in the communications
industry, including the effects of technological changes and competition on our
capital expenditures, products and service offerings; risks related to
disruption in our networks, infrastructure and information technology that
result in customer loss and/or incurrence of additional expenses; the impact of
potential information technology or data security breaches or other
cyber-attacks or other disruptions; our ability to retain or attract new
customers and to maintain relationships with customers, including wholesale
customers; our reliance on a limited number of key supplies and vendors;
declines in revenue from our voice services, switched and nonswitched access and
video and data services that we cannot stabilize or offset with increases in
revenue from other products and services; our ability to secure, continue to use
or renew intellectual property and other licenses used in our business; our
ability to hire or retain key personnel; our ability to dispose of certain
assets or asset groups or to make acquisition of certain assets on terms that
are attractive to us, or at all; the effects of changes in the availability of
federal and state universal service funding or other subsidies to us and our
competitors and our ability to obtain future subsidies; our ability to meet our
CAF II and RDOF obligations and the risk of penalties or obligations to return
certain CAF II and RDOF funds; our ability to defend against litigation and
potentially unfavorable results from current pending and future litigation; our
ability to comply with applicable federal and state consumer protection
requirements; the effects of governmental legislation and regulation on our
business, including costs, disruptions, possible limitations on operating
flexibility and changes to the competitive landscape resulting from such
legislation or regulation; the impact of regulatory, investigative and legal
proceedings and legal compliance risks; our ability to effectively manage
service quality in the states in which we operate and meet mandated service
quality metrics; the effects of changes in income tax rates, tax laws,
regulations or rulings, or federal or state tax assessments, including the risk
that such changes may benefit our competitors more than us, as well as potential
future decreases in the value of our deferred tax assets; the effects of changes
in accounting policies or practices; our ability to successfully renegotiate
union contracts; the effects of increased medical expenses and pension and
postemployment expenses; changes in pension plan assumptions, interest rates,
discount rates, regulatory rules and/or the value of our pension plan assets;
the likelihood that our historical financial information may no longer be
indicative of our future performance; the impact of adverse changes in economic,
political and market conditions in the areas that we serve, the U.S. and
globally, including but not limited to, disruption in our supply chain,
inflation in pricing for key materials or labor, or other adverse changes
resulting from epidemics, pandemics and outbreaks of contagious diseases,
including the COVID-19 pandemic, natural disasters, economic or political
instability or other adverse public health developments; potential adverse
impacts of the COVID-19 pandemic on our business and operations, including
potential disruptions to the work of our employees arising from health and
safety measures such as social distancing, working remotely and recent
applicable federal, state and local mandates and prohibitions, our ability to
effectively manage increased demand on our network, our ability to maintain
relationships with our current or prospective customers and vendors and the
ability of our vendors to perform under current or proposed arrangements with
us; potential adverse impacts of climate change and increasingly stringent
environmental laws, rules and regulations, and customer expectations; market
overhang from the common stock issued in the Chapter 11 reorganization; certain
provisions of Delaware law and our certificate of incorporation that may prevent
efforts by our stockholders to change the direction or management of our
company; certain other factors set forth in our other filings with the SEC. This
list of factors that may affect future performance and the accuracy of
forward-looking statements is illustrative and is not intended to be exhaustive.
You should consider these important factors, as well as the risks and other
factors contained in Frontier’s filings with the U.S. Securities and Exchange
Commission, including our most recent reports on Form 10-K and Form 10-Q. These
risks and uncertainties may cause actual future results to be materially
different than those expressed in such forward-looking statements. We do not
intend, nor do we undertake any duty, to update any forward-looking statements.

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Item 9.01 Financial Statements and Exhibits




(d)     Exhibits

Exhibit
Number     Description
  99.1     Press Release
  99.2     Summary Historical Consolidated Financial Information of Frontier
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)


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