Item 2.02 Results of Operation and Financial Condition.
To the extent applicable, the disclosures in Item 7.01 below are incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure.
Since January 2020, Frontier Communications Corporation (the "Company") has been
engaged in discussions with certain holders of the Company's unsecured notes
with respect to potential deleveraging or restructuring transactions which may
include the filing of Chapter 11 cases under the U.S. Bankruptcy Code to
implement the 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 are furnished herewith as Exhibit 99.1.
The Cleansing Materials contain the Company's preliminary estimates of certain
financial results for the year ended December 31, 2019, based on currently
available information. The Company has not yet finalized its results for this
period and its consolidated financial statements as of and for the year ended
December 31, 2019 are not currently available. The Company's actual results
remain subject to the completion of the year-end closing process, which includes
review by management and the Company's board of directors, including the audit
committee. While carrying out such procedures, the Company may identify items
that require it to make adjustments to the preliminary estimates of its results
set forth therein. As a result, the Company's actual results could be different
from those set forth therein and the differences could be material.
Additionally, the Company's estimates are forward-looking statements based
solely on information available to it as of the date of the Cleansing Materials
and may differ from actual results and such differences may be material.
Therefore, a reader should not place undue reliance on these preliminary
estimates of the Company's results. The preliminary estimates of the Company's
results included therein have been prepared by, and are the responsibility of,
the Company's management. The Company's independent auditors have not audited,
reviewed or compiled such preliminary estimates of the Company's results.
Accordingly, KPMG LLP expresses no opinion or any other form of assurance with
respect thereto. The preliminary estimates of certain financial results
presented therein should not be considered a substitute for the information to
be filed with the SEC in the Company's Annual Report on Form 10-K for the year
ended December 31, 2019 once it becomes available.
While the Company continues to actively engage in discussions with the holders
of the Company's unsecured notes, including the NDA Parties, regarding potential
deleveraging or restructuring transactions, the Company cannot assure you if, or
when, the Company will reach an agreement with its noteholders or the terms of
any such agreement. As announced on March 16, 2020, the Company made the
decision to defer approximately $322 million in interest payments on its
unsecured notes and take advantage of the 60-day grace period allowed under the
governing indentures to facilitate the ongoing discussions with holders of its
unsecured notes. The Company expects to continue to provide quality service to
its customers without interruption and work with its business partners as usual
during the course of these discussions and any potential transaction.
The information being furnished in this Item 7.01 "Regulation FD Disclosure" of
Form 8-K, including Exhibit 99.1 shall not be deemed to be "filed" for the
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 incorporated by reference into a filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Cleansing Materials.
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