1
|
NAME OF REPORTING PERSON
MAGLAN CAPITAL LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,649,259
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,649,259
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,259
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
14
|
TYPE OF REPORTING PERSON
IA-PN
|
1
|
NAME OF REPORTING PERSON
MAGLAN CAPITAL GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,649,259
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,649,259
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,259
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
I.
|
Maglan LP
|
|
(a)
|
As of the close of business on November 12, 2013, Maglan LP beneficially owned 1,649,259 shares of Common Stock.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,649,259
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,649,259
|
|
(c)
|
The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
II.
|
Maglan LLC
|
|
(a)
|
As of the close of business on November 12, 2013, Maglan LLC beneficially owned 1,649,259 shares of Common Stock.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,649,259
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,649,259
|
|
(c)
|
The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to the Board of Directors of the Issuer, dated November 12, 2013.
|
MAGLAN CAPITAL LP
|
MAGLAN CAPITAL GP LLC
|
|||||
By:
|
/s/ Steven Azarbad
|
By:
|
/s/ Steven Azarbad
|
|||
Name:
|
Steven Azarbad
|
Name:
|
Steven Azarbad
|
|||
Title:
|
Managing Member of its General Partner
|
Title:
|
Managing Member
|
Sharse of Common Stock
Purchased/(Sold)
|
Price Per
Share of Common Stock($)
|
Date of
Purchase / Sale
|
10,000
|
9.1866
|
11/06/13
|
5,500
|
9.2047
|
11/07/13
|
3,672
|
9.1984
|
11/08/13
|
7,505
|
9.1356
|
11/11/13
|
24,300
|
8.9905
|
11/12/13
|
Maglan Capital LP
|
|
25 West 39th Street
|
|
New York, NY 10018
|
|
Telephone: (212) 300-6700
|
|
·
|
FairPoint’s equity is substantially undervalued in comparison to its peers;
|
|
·
|
FairPoint has made considerable operational progress (top-line stabilization and growth and cost reduction) that has led to, among other things, considerable and sustainable net free cash flow;
|
|
·
|
FairPoint has refinanced its debt to allow for, among other things, the institution of a recurring dividend and/or share buybacks; and
|
|
·
|
To improve value for shareholders, the Company should immediately:
|
|
o
|
institute a recurring dividend in order to attract new long-term investors; and/or
|
|
o
|
implement a substantial share repurchase.
|
(in millions)
|
2013
Estimated |
2014
Estimated |
2015
Estimated |
Revenue
|
$943
|
$950
|
$960
|
EBITDA
|
$269
|
$280
|
$315
|
CapEx
|
$125
|
$120
|
$120
|
Pension
|
$22
|
$30
|
$30
|
OPEB
|
$5
|
$5
|
$5
|
Interest expense
|
$79
|
$76
|
$72
|
Free Cash Flow
|
$38
|
$49
|
$88
|
Free Cash Flow per share
|
$1.44
|
$1.86
|
$3.33
|
Dividend/share (at 65% of FCF)
|
$0.94
|
$1.21
|
$2.17
|
MAGLAN CAPITAL LP
|
MAGLAN CAPITAL LP
|
|
By: /s/ Steven Azarbad
Name: Steven Azarbad
Title: Co-Founder and Portfolio Manager
|
By: /s/ David D. Tawil
Name: David D. Tawil
Title: Co-Founder and Portfolio Manager
|