Item 7.01 Regulation FD Disclosure.
As previously disclosed, on April 14, 2020, Frontier Communications Corporation
(the "Company") and all of its direct and indirect subsidiaries (collectively,
the "Company Parties") filed voluntary petitions under chapter 11 (the "Chapter
11 Cases") of title 11 of the United States Code in the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy Court"). The
Chapter 11 Cases are being jointly administered under the caption In re Frontier
Communications Corporation, et al., Case No. 20-22476 (RDD).
On June 30, 2020, the Company Parties filed the Third Amended Joint Plan of
Reorganization of Frontier Communications Corporation and Its Debtor Affiliates
Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan") and the related
disclosure statement (the "Disclosure Statement") with the Bankruptcy Court. The
Disclosure Statement was approved by the Bankruptcy Court on June 30, 2020 and,
on July 2, 2020, the Company commenced the solicitation of votes of certain of
its creditors for approval of the Plan. There can be no assurance that the
Company Parties' creditors entitled to vote on the Plan will accept the Plan or
that the Bankruptcy Court will confirm the Plan. The Plan will become effective
if the Bankruptcy Court enters an order confirming the Plan and the conditions
to the effectiveness of the Plan, as stated therein, are satisfied or waived in
accordance with the terms of the Plan. A hearing to consider confirmation of the
Plan is scheduled to be held before the Bankruptcy Court on August 11, 2020 at
10:00 a.m. Eastern Time.
Additional information regarding the Chapter 11 Cases is available at
www.frontierrestructuring.com. Court filings and information about the claims
process are available at https://cases.primeclerk.com/ftr, by calling the
Company's claims agent, Prime Clerk, toll-free at (877)-433-8020, or by sending
an email to ftrinfo@primeclerk.com. The documents and other information
available on such websites are not part of this Current Report on Form 8-K
("Current Report") and shall not be deemed incorporated herein. This Current
Report is not a solicitation to accept or reject the Plan. Any such solicitation
will be made pursuant to and in accordance with the Disclosure Statement and
applicable law, including orders of the Bankruptcy Court.
The foregoing descriptions of the Disclosure Statement and the Plan do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Disclosure Statement, which is filed as Exhibit 99.1, and the
Plan, which is attached to the Disclosure Statement as Exhibit A, and are
incorporated herein by reference. Information contained in the Plan and the
Disclosure Statement is subject to change, whether as a result of amendments or
supplements to the Plan or Disclosure Statement, third-party actions, or
otherwise, and should not be relied upon by any party.
The information being furnished under this Item 7.01 of this Current Report,
including Exhibit 99.1, 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 (the
"Securities Act"), or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Cautionary Statement Concerning Forward-Looking Statements
This Current Report and the exhibits hereto contain "forward-looking statements"
related to future events. Forward-looking statements contain words such as
"expect," "anticipate," "could," "should," "intend," "plan," "believe," "seek,"
"see," "may," "will," "would," or "target." Forward-looking statements are based
on management's current expectations, beliefs, assumptions and estimates and may
include, for example, statements regarding the Chapter 11 Cases and the
Company's ability to complete a financial restructuring of the existing debt of,
existing equity interests in, and certain other obligations of the Company
Parties. These statements are subject to significant risks, uncertainties, and
assumptions that are difficult to predict and could cause actual results to
differ materially and adversely from those expressed or implied in the
forward-looking statements, including: potential adverse effects of the Chapter
11 Cases on the Company's liquidity and results of operations; the Company's
ability to obtain timely approval by the Bankruptcy Court with respect to the
motions filed in the Chapter 11 Cases; objections to the Company's
recapitalization process, debtor-in-possession financing facility (the "DIP
Facility"), or other pleadings filed that could protract the Chapter 11 Cases;
employee attrition and the Company's ability to retain senior management and
other key personnel due to the distractions and uncertainties; the Company's
ability to comply with the restrictions imposed by the terms and conditions of
the DIP Facility and other financing arrangements; the Company's ability to
maintain relationships with suppliers, customers, employees and other third
parties and regulatory authorities as a result of the Chapter 11 Cases; the
effects of the Chapter 11 Cases on the Company and on the interests of various
constituents, including holders of the Company's common stock; the Bankruptcy
Court's rulings in the Chapter 11 Cases, including the approvals of the terms
and conditions of the Restructuring and the DIP Facility, and the outcome of the
Chapter 11 Cases generally; the length of time that the Company will operate
under Chapter 11 protection and the continued availability of operating capital
during the pendency of the Chapter 11 Cases; risks associated with third party
motions in the Chapter 11 Cases, which may interfere with the Company's ability
to consummate the Restructuring or an alternative restructuring; increased
administrative and legal costs related to the Chapter 11 process; potential
delays in the Chapter 11 process due to the effects of the COVID-19 virus; other
litigation and inherent risks involved in a bankruptcy process; as well as other
risk factors set forth in the Company's Disclosure Statement included as Exhibit
99.1 to this Current Report, as may be amended from time to time.
Forward-looking statements are also subject to the risk factors and cautionary
language described from time to time in the reports the Company files with the
U.S. Securities and Exchange Commission, including those in the Company's most
recent Annual Report on Form 10-K and any updates thereto in the Company's
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company has
no obligation to update or revise these forward-looking statements and does not
undertake to do so.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description of Exhibit
Disclosure Statement Relating to the Third Amended Joint Plan of
Reorganization of Frontier Communications Corporation and Its Debtor
99.1 Affiliates Pursuant to Chapter 11 of the Bankruptcy Code.
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