Item 1.01. Entry into a Material Definitive Agreement.

The Restructuring Support Agreement

On April 14, 2020, Frontier Communications Corporation ("Frontier" or the "Company") and its direct and indirect subsidiaries (collectively, the "Company Parties") entered into a Restructuring Support Agreement (the "Restructuring Support Agreement") with certain of its bondholders (the "Consenting Noteholders"). The Restructuring Support Agreement contemplates agreed-upon terms for a pre-arranged financial restructuring plan (the "Plan") that leaves unimpaired all general unsecured creditors and holders of secured debt.

Under the Restructuring Support Agreement, the Consenting Noteholders have agreed, subject to certain terms and conditions, to support a financial restructuring (the "Restructuring") of the existing debt of, existing equity interests in, and certain other obligations of the Company Parties, pursuant to the Plan to be filed in cases commenced under chapter 11 (the "Chapter 11 Cases") of title 11 of the United States Code (the "Bankruptcy Code").

The Plan will be based on the restructuring term sheet attached to and incorporated into the Restructuring Support Agreement (the "Term Sheet") (such transactions described in, and in accordance with the Restructuring Agreement and the Term Sheet, the "Restructuring Transactions") which, among other things, contemplates:

• the Company Parties' obtaining confirmation of the Plan, which shall be on


   terms consistent with the Restructuring Support Agreement and the Term Sheet,
   no later than 120 calendar days after the Petition Date (as defined herein);

• the Company Parties using commercially reasonable efforts to obtain commitments


   on the best available terms for a senior secured superpriority
   debtor-in-possession financing facility (the "DIP Facility"), with an option
   for conversion into an Exit Facility (as defined below) on the Plan effective
   date ("Plan Effective Date"), on terms and conditions (including as to
   principal amount) reasonably acceptable to the Company Parties and reasonably
   acceptable to the Consenting Noteholders, as of the relevant date, holding
   greater than 50.1% of the aggregate outstanding principal amount of the
   Company's senior unsecured notes and debentures (the "Senior Notes") that are
   subject to the Restructuring Support Agreement (the "Required Consenting
   Noteholders");

• one or more third-party debt facilities ("Exit Facilities"), to be entered into


   on the Plan Effective Date, in an amount reasonably sufficient to facilitate
   Plan distributions and ensure incremental liquidity on the Plan Effective Date,
   and otherwise be on terms and conditions (including as to amount) reasonably
   acceptable to the Company Parties and reasonably acceptable to the Required
   Consenting Noteholders;

• to the extent not converted into an Exit Facility, full satisfaction in cash on

the Plan Effective Date of all DIP Facility claims;

• issuance by one or more of the Company Parties of takeback debt (the "Takeback

Debt"), in a principal amount of $750 million, subject to downward adjustment

and certain other terms set forth in the Term Sheet, including, but not limited

to:

o an interest rate (a) no more than 250 basis points higher than the interest

rate of the next more junior secured debt facility to be entered into on the

Plan Effective Date if the Takeback Debt is secured on a third lien basis or

(b) no more than 350 basis points higher than the interest rate of the most

junior secured debt facility to be entered into on the Plan Effective Date if

the Takeback Debt is unsecured;

o a maturity no less than one year outside of the longest-dated debt facility to

be entered into on the Plan Effective Date, subject to an outside maturity date

of eight years from the Plan Effective Date;

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o (i) to the extent the Second Lien Notes (as defined below) are reinstated under

the Plan, providing the Takeback Debt will be third lien debt, or (ii) to the . . .

Item 1.03. Bankruptcy or Receivership.

Chapter 11 Filing

To implement the Plan, on April 14, 2020 (the "Petition Date"), the Company Parties filed the Chapter 11 Cases under the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court").

The Company Parties continue to operate their businesses and manage their properties as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. To ensure the Company Parties' ability to continue operating in the ordinary course of business and minimize the effect of the Restructuring on the Company Parties' customers and employees, the Company Parties filed with the Bankruptcy Court motions seeking a variety of "first-day" relief, including authority to pay employee wages and benefits, and pay vendors and suppliers for goods and services provided both before and after the filing date.

DIP Facility

On April 14, 2020 and prior to the commencement of the Chapter 11 Cases, the Company and certain of its subsidiaries (the "DIP Loan Parties") entered into a commitment letter (the "Commitment Letter") with Goldman Sachs Bank USA ("GS Bank"), Deutsche Bank AG New York Branch ("DBNY"), Deutsche Bank Securities Inc. ("DBSI" and, collectively with DBNY, "DB"), Barclays Bank PLC ("Barclays"), Morgan Stanley Senior Funding, Inc. ("MSSF"), Credit Suisse AG, Cayman Islands Branch ("CS") and Credit Suisse Loan Funding LLC ("CSLF" and, together with CS and their respective affiliates, "Credit Suisse", and together with GS Bank, DB, Barclays and MSSF, the "Commitment Parties") pursuant to which, and subject to the satisfaction of certain customary conditions, including the approval of the Bankruptcy Court, the Commitment Parties have agreed to provide the DIP Loan Parties with a senior secured superpriority debtor-in-possession revolving credit facility (the "DIP Revolving Facility") in an aggregate principal amount of $460,000,000, which, upon satisfaction of certain conditions, including the effectiveness of the Plan, will become a longer term senior secured exit revolving facility (the "Exit Revolving Facility").

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The terms and conditions of the DIP Revolving Facility are set forth in the form Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "Form DIP Credit Agreement") attached to the Commitment Letter. The DIP Revolving Facility includes conditions precedent, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size, including an event of default (the "Prepayment Event of Default") that is triggered if the revolving loans outstanding under the Company's First Amended and Restated Credit Agreement, dated as of February 27, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Petition Date), by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the financial institutions and other persons or entities party thereto as lenders (the "Prepetition Credit Agreement") are not repaid in full on or prior to the earlier to occur of (i) the 60th day following the Company's actual receipt of the net cash proceeds of the transactions (the "PNW Sale") contemplated by the Purchase Agreement, and (ii) the third business day following the first day on which the Company has received both (x) the net cash proceeds of the PNW Sale and (y) an order of the Bankruptcy Court approving the repayment in full of the outstanding revolving loans under the Prepetition Credit Agreement. The occurrence of the Prepayment Event of Default would cause the termination of the commitments with respect to the Exit Revolving Facility unless otherwise agreed by each Commitment Party. The proceeds of all or a portion of the DIP Revolving Facility may be used for, among other things, general corporate purposes, including working capital and permitted acquisitions . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.03 is incorporated by reference into this Item 2.03.

Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial


           Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The commencement of the Chapter 11 Cases constitutes an event of default under the Company's and its subsidiaries' debt instruments, including the following (the "Debt Instruments"):

• the First Amended and Restated Credit Agreement, dated as of February 27, 2017,


   among Frontier, the lenders party thereto and JPMorgan Chase Bank, N.A., as
   administrative agent, as amended, restated, amended and restated, supplemented
   and otherwise modified, and the $749 million (with letters of credit
   approximately totaling an additional $101 million) outstanding under the
   Revolver and the approximately $1,695 million outstanding under the Term Loan
   B;

• the Fourth Supplemental Indenture, dated October 1, 1994, to the Indenture of


   Securities, dated as of August 15, 1991, between Frontier and JPMorgan Chase
   Bank, N.A. (as successor to Chemical Bank), as Trustee (the "August 1991
   Indenture"), between Frontier and JPMorgan Chase Bank, N.A. (as successor to
   Chemical Bank), as trustee, and the approximately $1 million aggregate
   outstanding principal amount of Frontier's 7.68% Debentures due 2034 issued
   thereunder;

• the Fifth Supplemental Indenture to the August 1991 Indenture, dated as of June


   15, 1995, between Frontier and JPMorgan Chase Bank, N.A. (as successor to
   Chemical Bank), as trustee, and the $125 million aggregate outstanding
   principal amount of Frontier's 7.45% Debentures due 2034 issued thereunder;

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• the Sixth Supplemental Indenture to the August 1991 Indenture, dated as of

October 15, 1995, between Frontier and JPMorgan Chase Bank, N.A. (as successor
   to Chemical Bank), as trustee, and the $138 million aggregate outstanding
   principal amount of Frontier's 7% Debentures due 2025 issued thereunder;

• the Seventh Supplemental Indenture to the August 1991 Indenture, dated as of

June 1, 1996, between Frontier and JPMorgan Chase Bank, N.A. (as successor to
   Chemical Bank), as trustee, and the approximately $2 million aggregate
   outstanding principal amount of Frontier's 6.8% Debentures due 2026 issued
   thereunder;

• the Eighth Supplemental Indenture to the August 1991 Indenture, dated as of

December 1, 1996, between Frontier and JPMorgan Chase Bank, N.A. (as successor
   to Chemical Bank), as trustee, and the $193.5 million aggregate outstanding
   principal amount of Frontier's 7.05% Debentures due 2046 issued thereunder;

• the Indenture, dated as of August 16, 2001, between Frontier and JPMorgan Chase

Bank, N.A. (as successor to The Chase Manhattan Bank), as trustee, and the
   approximately $945 million aggregate outstanding principal amount of Frontier's
   9% Senior Notes due 2031 issued thereunder;

• the Indenture, dated as of December 22, 2006, between Frontier and The Bank of

New York, as trustee, and the approximately $346 million aggregate outstanding
   principal amount of Frontier's 7.875% Senior Notes due 2027 issued thereunder;

• the Third Supplemental Indenture, dated as of May 22, 2012, to the Indenture


   dated as of April 9, 2009, between Frontier and The Bank of New York Mellon, as
   trustee (the "April 2009 Indenture"), between Frontier and The Bank of New York
   Mellon, as trustee, and the approximately $89 million aggregate outstanding
   principal amount of Frontier's 9.25% Senior Notes due 2021 issued thereunder;

• the Fourth Supplemental Indenture to the April 2009 Indenture, dated as of

August 15, 2012, between Frontier and The Bank of New York Mellon, as trustee,
   as amended, and the $850 million aggregate outstanding principal amount of
   Frontier's 7.125% Senior Notes due 2023 issued thereunder;

• the Fifth Supplemental Indenture to the April 2009 Indenture, dated as of April


   10, 2013, between Frontier and The Bank of New York Mellon, as trustee, and the
   $750 million aggregate outstanding principal amount of Frontier's 7.625% Senior
   Notes due 2024 issued thereunder;

• the Sixth Supplemental Indenture to the April 2009 Indenture, dated as of

September 17, 2014, between Frontier and The Bank of New York Mellon, as
   trustee, and the approximately $220 million aggregate outstanding principal
   amount of Frontier's 6.250% Senior Notes due 2021 issued thereunder;

• the Seventh Supplemental Indenture to the April 2009 Indenture, dated as of

September 17, 2014, between Frontier and The Bank of New York Mellon, as
   trustee, and the $775 million aggregate outstanding principal amount of
   Frontier's 6.875% Senior Notes due 2025 issued thereunder;

• the First Supplemental Indenture, dated as of July 1, 2010, to the Indenture,

dated as of April 12, 2010, as amended, between New Communications Holdings

Inc. and The Bank of New York Mellon, as trustee, between Frontier and The Bank

of New York Mellon, as trustee, and the approximately $172 million aggregate . . .

Item 7.01 Regulation FD Disclosure

The Debt Instruments provide that as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. The Debtors believe that any efforts to enforce the financial obligations under the Debt Instruments are stayed as a result of the filing of the Chapter 11 Cases in the Bankruptcy Court.

The Company cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for these securities may bear little or no relationship to the actual recovery, if any, by the holders in the Chapter 11 Cases. The Company expects that its stockholders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

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Press Release

A copy of the press release dated April 14, 2020 issued by the Company announcing the filing of Chapter 11 Cases is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additional information regarding the Restructuring 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 sending an email to ftrinfo@primeclerk.com.

Cleansing Materials

As previously disclosed, since January 2020, the Company has been engaged in discussions with certain holders of the Company's unsecured notes with respect to potential deleveraging or restructuring transactions. The Company has entered into confidentiality agreements (the "NDAs") with such noteholders (the "NDA Parties") in connection therewith.

Pursuant to the terms of the NDAs, the Company agreed to publicly disclose certain confidential information regarding the Company provided to the NDA Parties pursuant to the NDAs (the "Cleansing Materials") upon the occurrence of certain events.

The Cleansing Materials contain discussion materials related to the impact of the COVID-19 pandemic and general economic conditions on the Company's financial condition and results of operations, including certain financial projections. The Cleansing Materials are based solely on information available to the Company as of the date of the Cleansing Materials and, therefore, the projections included therein may differ from actual results and such differences may be material. Any financial projections or forecasts included in the Cleansing Materials were not prepared with a view toward public disclosure or compliance with the published guidelines of the U.S. Securities and Exchange Commission. The projections do not purport to present the Company's financial condition in accordance with accounting principles generally accepted in the United States. The Company's independent accountants have not examined, compiled or otherwise applied procedures to the projections and, accordingly, do not express an opinion or any other form of assurance with respect to the projections. The inclusion of the projections herein should not be regarded as an indication that the Company or its representatives consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such.

The descriptions in this Form 8-K of the Cleansing Materials do not purport to be complete and are qualified in their entirety by reference to the complete presentation of the Cleansing Material attached as Exhibit 99.2 hereto.

The information being furnished in this Item 7.01 and in Exhibits 99.1 and 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.




Item 8.01 Other Events.

On April 13, 2020, the Company and certain of its subsidiaries entered into resignation, appointment and acceptance agreements (collectively, the "Tripartite Agreements") with The Bank of New York Mellon (the "Resigning Trustee) and each of: (i) WTNA with respect to the First Lien Notes; (ii) WSFS with respect to the Second Lien Notes; (iii) BOKF, NA with respect to the Frontier Southwest First Mortgage Bonds; (iv) U.S. Bank (together with WTNA, WSFS and BOKF, NA, the "Successor Trustees") with respect to the Frontier Florida Debentures; and (v) U.S. Bank with respect to the Frontier North Debentures. Pursuant to the Tripartite Agreements, the Resigning Trustee resigned as trustee, authenticating agent, collateral agent, escrow agent, fiscal agent, paying agent, registrar, new additional pari passu agent, transfer agent, special agent and representative of the holders of the bonds, custodian, note custodian, depositary, registrar, security registrar, representative, and junior priority representative, as applicable, and each of the Successor Trustees accepted its appointment as trustee, authenticating agent, collateral agent, escrow agent, fiscal agent, paying agent, registrar, new additional pari passu agent, transfer agent, special agent and representative of the holders of the bonds, custodian, note custodian, depositary, registrar, security registrar, representative and junior priority representative, as applicable.

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Cautionary Statement Concerning Forward-Looking Statements

This Current Report on Form 8-K contains "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, the DIP Facility, the Company's ability to complete the Restructuring and its ability to continue operating in the ordinary course while the Chapter 11 Cases are pending. 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 risks and uncertainties regarding the Company's ability to successfully complete a Restructuring under Chapter 11, including: consummation of the Restructuring; 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, 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; and other litigation and inherent risks involved in a bankruptcy process. 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. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. Frontier has no obligation to update or revise these forward-looking statements and does not undertake to do so.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.                                    Description
  10.1     Restructuring Support Agreement, dated as of April 14, 2020, by and
           among the Company Parties and the Consenting Noteholders.
  99.1     Press release, dated as of April 14, 2020.
  99.2     Cleansing Materials.

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