Washington, D.C. 20549
Item 2.02 |
Results of Operation and Financial Condition.
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Item 7.01 |
Regulation FD Disclosure.
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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.
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Description of Exhibit
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Cleansing Materials.
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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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By:
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Name:
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Title:
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Executive Vice President, Chief Legal Officer and Chief Transaction Officer
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