SEC Info - Frontier Communications Parent, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM i 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): October 13, 2021

i Frontier Communications Parent, Inc.

(Exact name of registrant as specified in its charter)

i Delaware

(State or other jurisdiction of incorporation)

i 001-11001		i 06-0619596
(Commission File Number)		(IRS Employer Identification No.)
i 401 Merritt 7, i Norwalk, i Connecticut		i 06851
(Address of principal executive offices)		(Zip Code)

( i 203) i 614-5600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, par value $0.01 per share		i FYBR		i The NASDAQ Stock Market LLC

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 i ☐

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 1.01

Entry into a Material Definitive Agreement

Closing of Notes Offering

On October 13, 2021, Frontier Communications Holdings, LLC (the “Issuer”), a consolidated subsidiary of Frontier Communications Parent, Inc. (the “Company”), issued $1.00 billion aggregate principal amount of 6.000% Second Lien Secured Notes due 2030 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of October 13, 2021 (the “Indenture”), by and among the Issuer, the guarantors party thereto, the grantor party thereto and Wilmington Trust, National Association, as trustee and as collateral agent. The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act, at a purchase price equal to 100% of the principal amount thereof.

The Notes are secured by a second-priority lien, subject to permitted liens, by all the assets that secure the Issuer’s obligations under its senior secured credit facilities and existing senior secured notes.

The Notes will bear interest at a rate of 6.000% per annum and will mature on January 15, 2030. Interest on the Notes will be payable to holders of record semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2022.

The Issuer may redeem the Notes at any time, in whole or in part, prior to their maturity. The redemption price for Notes redeemed before October 15, 2024 will be equal to 100% of the aggregate principal amount being redeemed, together with any accrued and unpaid interest, if any, to, but not including, the redemption date, plus the applicable make-whole premium. The redemption price for Notes redeemed on or after October 15, 2024 will be equal to the redemption prices set forth in the Indenture, together with any accrued and unpaid interest to the redemption date. At any time before October 15, 2024, the Issuer may redeem up to 40% of the Notes using the proceeds of certain equity offerings at a redemption price equal to 106.000% of the aggregate principal amount thereof, together with any accrued and unpaid interest, if any, to, but not including, the redemption date.

In the event of a change of control triggering event, each holder of Notes will have the right to require the Issuer to purchase for cash such holder’s Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The Indenture contains customary negative covenants, subject to a number of important exceptions and qualifications, including, without limitation, covenants related to incurring additional debt and issuing preferred stock; incurring or creating liens; redeeming and/or prepaying certain debt; paying dividends on stock or repurchasing stock; making certain investments; engaging in specified sales of assets; entering into transactions with affiliates; and engaging in consolidation, mergers and acquisitions. Certain of these covenants will be suspended during such time, if any, that the Notes have investment grade ratings by at least two of Moody’s, S&P or Fitch. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

The Company plans to use the proceeds from the offering of the Notes to fund capital investments and operating costs associated with its fiber build and expansion of its fiber customer base, and for other general corporate purposes.

The foregoing description of the Indenture is qualified in its entirety by reference to the full text of such Indenture, a copy of which is filed as Exhibit 4.1, and is incorporated by reference herein.

Entry into Amendment to Secured Credit Facility

On October 13, 2021, the Issuer entered into an amendment (the “Amendment”) to its senior secured credit facility. The Amendment, among other things, modifies the financial covenant from a maximum first lien leverage ratio covenant of 2.75:1.00 to a maximum first lien leverage ratio covenant of 3.00:1.00.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of such Amendment, a copy of which is filed as Exhibit 10.1, and is incorporated by reference herein.

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 1.01 is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit Number		Description
4.1		Indenture, dated as of October 13, 2021, by and among Frontier Communications Holdings, LLC, the guarantors party thereto, the collateral grantor party thereto and Wilmington Trust, National Association, a national banking association, as trustee and as collateral agent.
4.2		Form of 6.000% Second Lien Secured Notes due 2030 (included in Exhibit 4.1 hereto).
10.1		Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 13, 2021, by and among Frontier Communications Holdings, LLC, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, Goldman Sachs Bank USA, as revolver agent, and the lenders party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	FRONTIER COMMUNICATIONS PARENT, INC.
Date: October 14, 2021	By:	/s/ *Mark D. Nielsen*
		Mark D. Nielsen
		Executive Vice President, Chief Legal and Regulatory Officer

This ‘8-K’ Filing	Date	Other Filings

	1/15/30
	10/15/24
	7/15/22
Filed on:	10/14/21	3
For Period end:	10/13/21
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Frontier Communications Parent, Inc. – ‘8-K’ for 10/13/21

On: Thursday, 10/14/21, at 4:18pm ET · For: 10/13/21 · Accession #: 1140361-21-34542 · File #: 1-11001

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