Item 7.01 Regulation FD Disclosure.
As previously disclosed, on April 14, 2020, Frontier Communications Corporation
("Old Frontier") and all of its direct and indirect subsidiaries (the "Debtors")
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"). On August 21, 2020, the Debtors
filed the Fifth Amended Joint Plan of Reorganization of Frontier Communications
Corporation and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy
Code (the "Plan") with the Bankruptcy Court. On August 27, 2020, the Bankruptcy
Court entered the Order Confirming the Fifth Amended Joint Plan of
Reorganization of Frontier Communications Corporation and its Debtor Affiliates
Pursuant to Chapter 11 of the Bankruptcy Code (the "Confirmation Order"), which
approved and confirmed the Plan. On April 30, 2021, the Debtors satisfied the
remaining conditions precedent to consummation of the Plan as set forth in the
Plan, the Plan became effective in accordance with its terms and the Debtors
emerged from the Chapter 11 Cases without any need for further action or order
of the Bankruptcy Court. In connection with the satisfaction of the conditions
to effectiveness as set forth in the Confirmation Order and in the Plan, Old
Frontier completed a series of transactions pursuant to which it transferred all
of its assets in a taxable sale to an indirectly wholly owned subsidiary of
Frontier Communications Parent, Inc., a Delaware corporation (the "Company"),
prior to winding down its business, and the Company became the successor issuer
to Old Frontier under Rule 12g-3(a) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
On May 20, 2021, the Debtors filed a monthly operating report with the
Bankruptcy Court for the period from April 1, 2021 to April 30, 2021 (the
"Monthly Operating Report"), which will be the final monthly operating report
filed in the Chapter 11 Cases. A copy of the Monthly Operating Report is
attached as Exhibit 99.1 to this Current Report on Form 8-K ("Current Report")
and is incorporated by reference herein. This Current Report (including exhibits
hereto) will not be deemed an admission as to the materiality of any information
required to be disclosed solely by Regulation FD. The Monthly Operating Reports
and other filings with the Bankruptcy Court related to the Chapter 11 Cases may
be available electronically at https://cases.primeclerk.com/ftr.
The information being furnished under this Item 7.01, including Exhibit 99.1, of
this Current Report shall not be deemed to be "filed" for purposes of Section 18
of 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.
Cautionary Statement Concerning the Monthly Operating Report and Forward-Looking
Statements
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period and has been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally
accepted accounting principles in the United States, is in a format prescribed
by applicable bankruptcy laws or rules, and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Report is complete. The Monthly Operating Report also contains
information for periods which are shorter or otherwise different from those
required in the Company's reports pursuant to the Exchange Act, and such
information might not be indicative of the Company's financial conditions or
operating results for the period that would be reflected in the Company's
financial statements or in its reports pursuant to the Exchange Act. Results set
forth in the Monthly Operating Report should not be viewed as indicative of
future results.
Furthermore, this Current Report and the exhibit hereto may contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, included in this filing that address activities, events or
developments that the Company expects, believes, targets or anticipates will or
may occur in the future are forward-looking statements and are based on
management's current expectations, beliefs, assumptions and estimates. The
Company's actual results may differ materially and adversely from those
expressed or implied in the forward-looking statements as a result of the risk
factors and cautionary language described from time to time in the Company's
most recent Annual Report on Form 10-K, the Company's Quarterly Reports on Form
10-Q and the Company's Current Reports on Form 8-K, including those risk factors
associated with the Chapter 11 Cases. 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
99.1 Monthly Operating Report for the period from April 1, 2021 to April 30,
2021, filed with the United States Bankruptcy Court of the Southern
District of New York
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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