Current Report Filing (8-k)
01 Maio 2020 - 1:20PM
Edgar (US Regulatory)
false000002052000000205202020-05-012020-05-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 1, 2020
Frontier Communications Corporation
(Exact name of registrant as specified in its charter)
401 Merritt 7, Norwalk, Connecticut 06851
(Address of principal executive offices) (Zip Code)
(203) 614-5600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Securities registered pursuant to Section 12(b) of the Act:
NYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On May 1, 2020, Frontier Communications Corporation, a Delaware corporation (the “Company”),
completed the previously announced sale of its operations and associated assets in Washington, Oregon, Idaho, and Montana to Northwest Fiber, LLC, a Delaware limited liability company (“Purchaser”)
formed by WaveDivision Capital, LLC in partnership with Searchlight Capital Partners, LLC, pursuant to the terms and conditions of the Purchase Agreement, dated as of May 28, 2019, by and among the Company, Frontier Communications ILEC Holdings
LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and Purchaser (the “Purchase Agreement”). The sale had been previously approved by
the United States Bankruptcy Court for the Southern District of New York on April 24, 2020.
Pursuant to the Purchase Agreement, Purchaser paid a purchase price of $1.352 billion in cash, on a cash-free, debt-free basis and subject to certain other adjustments,
including for working capital as compared to an agreed target, and certain pension and retiree medical liabilities, in each case as set forth in the Purchase Agreement.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1
to the Current Report on Form 8-K filed by the Company with the Securities Exchange Commission on May 29, 2019 and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FRONTIER COMMUNICATIONS CORPORATION
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Date: May 1, 2020
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By:
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/s/ Mark D. Nielsen
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Name:
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Mark D. Nielsen
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Title:
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Executive Vice President, Chief Legal Officer and Chief Transaction Officer
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