8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 ) January 15, 2007

FairPoint Communications, Inc.
(Exact name of registrant as specified in its charter)

Delaware	333-56365	13-3725229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

521 East Morehead Street,
Suite 250,
Charlotte, North Carolina	28202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (704) 344-8150

N/A

(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 (see General Instruction A.2. below):

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

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

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

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

Item 2.02               Results of Operations and Financial Condition.

On January 15, 2007, FairPoint Communications, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Verizon Communications Inc. (“Verizon”) and Northern New England Spinco Inc. (“Spinco”), a newly formed wholly-owned subsidiary of Verizon that will own Verizon’s local exchange and related business activities in Maine, New Hampshire and Vermont (the “Verizon Northeastern Assets”) following the contribution by Verizon of the Verizon Northeastern Assets to Spinco and the assumption by Spinco of certain related liabilities (the “Contribution”).  Following the Contribution, and subject to the satisfaction of closing conditions including receipt of all applicable regulatory approvals, Verizon will distribute to its stockholders all of the shares of capital stock of Spinco, and then Spinco will immediately be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation.

On January 16, 2007, the Company issued a press release entitled “FairPoint to Merge With New England Wireline Operations of Verizon” (the “FairPoint Release”).  Among other things, the FairPoint Release reported certain preliminary financial results of the Company for the year ended December 31, 2006.  A copy of the FairPoint Release is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

Item  7.01              Regulation FD Disclosure.

A copy of the FairPoint Release is being furnished by being attached hereto as Exhibit 99.1.

On January 16, 2007, the Company and Verizon issued a joint press release announcing the Merger (the “Joint Press Release”).  A copy of the Joint Press Release is being furnished by being attached hereto as Exhibit 99.2.

On January 16, 2007, Eugene B. Johnson, the Chairman and Chief Executive Officer of the Company, Walter E. Leach, Jr., the Executive Vice President, Corporate Development of the Company, and John P. Crowley, the Executive Vice President and Chief Financial Officer of the Company, will make a telephonic presentation (the “Presentation”) regarding the Merger.  Slides from the Presentation will be made available on the Company website (www.fairpoint.com).  This Presentation will also be used by certain executive officers of the Company in future meetings with stockholders and others to discuss the Merger.  A copy of the Presentation is being furnished by being attached hereto as Exhibit 99.3.

Item  8.01              Other Events.

The FairPoint Release, the Joint Press Release and the Presentation may be deemed soliciting materials in connection with the meeting of the Company’s stockholders to be held pursuant to the Merger Agreement and a prospectus in connection with the issuance of common stock of the Company to stockholders of Verizon in the Merger.

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On January 16, 2007, Eugene B. Johnson sent a letter to Company employees regarding the Merger and inviting them to view a pre-recorded webcast.  A copy of the letter and a transcript of the webcast are attached hereto as Exhibits 99.4 and 99.5, respectively. Such materials may be deemed soliciting materials in connection with the meeting of the Company’s stockholders to be held pursuant to the Merger Agreement and a prospectus in connection with the issuance of common stock of the Company to stockholders of Verizon in the Merger.

The Company published and will publish a “Letter to the Community” in certain periodicals on or after the date hereof.  A copy of the published letter is being furnished by being attached hereto as Exhibit 99.6. Such material may be deemed soliciting material in connection with the meeting of the Company’s stockholders to be held pursuant to the Merger Agreement and a prospectus in connection with the issuance of common stock of the Company to stockholders of Verizon in the Merger.

On January 16, 2007, the Company mailed a letter to certain legislative, regulatory and local economic leaders regarding the Merger.  A copy of the letter is being furnished by being attached hereto as Exhibit 99.7.  Such material may be deemed soliciting material in connection with the meeting of the Company’s stockholders to be held pursuant to the Merger Agreement and a prospectus in connection with the issuance of common stock of the Company to stockholders of Verizon in the Merger.

The Company intends to file a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the Merger.  The Company urges investors to read the documents when they become available because they will contain important information.  Investors will be able to obtain free copies of the registration  statement and proxy statement, as well as other filed documents containing information about the Company and Spinco, at www.sec.gov, the SEC’s website.  Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

The Company, Verizon and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from Company stockholders with respect to the Merger and related transactions.  Information about the Company’s directors and executive officers is available in the Company’s proxy statement for its 2006 annual meeting of stockholders, dated April 24, 2006.  Additional information regarding the interests of potential participants will be included in the registration statement and proxy statement and other materials to be filed by the Company with the SEC.

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This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).

This Current Report and the exhibits hereto may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), including without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the Merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in the Company’s filings with the SEC, including, without limitation, the risks described in the Company’s most recent Annual Report on Form 10-K on file with the SEC. These factors should be considered carefully and you are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date of this report, and the Company undertakes no duty to update this information.

Item 9.01               Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
99.1	Press Release dated January 16, 2007 — “FairPoint to Grow Through Merger With New England Wireline Operations of Verizon Communications”
99.2	Press Release dated January 16, 2007 — “Verizon and FairPoint Agree to Merge Verizon’s Wireline Businesses In Maine, New Hampshire and Vermont with Current Operations of FairPoint; Verizon to Spin Off These Wireline Businesses Prior to Merger”
99.3	Investor Presentation
99.4	Letter to Employees of FairPoint Communications, Inc. from Eugene B. Johnson, dated January 16, 2007
99.5	Transcript of Webcast to Employees of FairPoint Communications, Inc.

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99.6	“Letter to the Community”
99.7	Leadership Letter dated January 16, 2007

The information in Items 2.02, 7.01 and 8.01 of this Current Report, including the exhibits attached hereto relating to such items, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section.  The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any incorporation by reference language in any such filing.

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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.

	FAIRPOINT COMMUNICATIONS, INC.
:	By:	/s/ John P. Crowley
		Name:	John P. Crowley
		Title:	Executive Vice President and Chief Financial Officer

Date: January 16, 2007

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FAIRPOINT TO GROW THROUGH MERGER WITH NEW ENGLAND
WIRELINE OPERATIONS OF VERIZON COMMUNICATIONS

Merger Accelerates FairPoint’s Strategy, Improves Free Cash Flow, Reduces Leverage and Increases Dividend Stability

CHARLOTTE, NC, January 16, 2007 - FairPoint Communications, Inc. (NYSE: FRP) announced today that it has agreed to merge with a subsidiary of Verizon Communications Inc. owning the wireline operations of Verizon in Maine, New Hampshire and Vermont.  After the merger, FairPoint shareholders will hold a significant stake in a combined company with enhanced scale in terms of lines, revenues and cash flow.  Based on the number of access lines as of September 30, 2006, the combined company will be the 8th largest telephone company in the United States.

The combined company will serve approximately 1.6 million access lines, 234,000 high-speed data subscribers and 600,000 long distance customers, and will provision 160,000 wholesale lines (as of September 30, 2006).  The transaction is a major strategic step forward in generating value for shareholders as FairPoint accelerates its strategy.  This transaction is meaningfully accretive to free cash flow after the transition is complete.  In addition, the transaction allows FairPoint to reduce leverage and increase the stability of its dividend.  The company expects that its dividend will be maintained at $1.59 per share annually(1), with its dividend payout ratio declining to 60%-70% (after achievement of expected cost-savings).

The transaction combines Verizon’s personnel and local exchange and related business assets from Maine, New Hampshire and Vermont with the focus and specialized expertise of FairPoint.   As of September 30, 2006, FairPoint served 252,000 access lines through its 31 local exchange companies in 18 states, with 64,000 access lines currently located in Maine, New Hampshire and Vermont.  The company has demonstrated its ability to provide high-quality operations dedicated to the unique needs of rural and smaller urban areas, offering an array of services, including local and long distance voice, data, Internet and broadband offerings.  This business combination will allow FairPoint to apply its operating experience and expertise on a significantly larger scale.

(1) Subject to declaration by the board of directors and compliance with Delaware law and covenants in agreements governing indebtedness.

In addition to the benefits to its cash flows after the transition and to the company’s balance sheet, FairPoint believes this merger will result in significant value creation opportunities through improved revenue opportunities and enhanced operational efficiencies.

“This is an important day that further validates our strategic vision and provides greater certainty for the future of our company.  We believe that this combination remarkably accelerates our existing plan to ensure favorable returns for FairPoint shareholders, while continuing to emphasize high-quality service for our customers and a rewarding work environment for our employees,” said Gene Johnson, Chairman and CEO of FairPoint.  “The ability to integrate and serve these northern New England operations will establish FairPoint as one of the preeminent telecommunications operators in the region.  We are confident that our experience as a national operator will enable us to provide high levels of service and innovative new products.”

Transaction Overview

Under the terms of the merger agreement, FairPoint will issue approximately 53.8 million shares of its common stock to be distributed in a tax-free Reverse Morris Trust transaction to the shareholders of Verizon.  FairPoint will also assume approximately $1.7 billion of debt. FairPoint has financing commitments in place for what it anticipates to be a substantial portion of this debt.  The total transaction value for these Verizon operations is approximately $2.715 billion.

FairPoint’s shareholders will own approximately 40% of the combined company, while Verizon’s shareholders will own approximately 60%.   FairPoint shareholders are gaining a significant stake in a combined total company with enhanced scale in terms of lines, revenues and cash flow, and generating new value through the FairPoint dividend for the Verizon shareholders.

Ongoing management will be provided by the experienced FairPoint executive team.  Pursuant to the merger agreement, three existing directors from FairPoint will maintain their positions on the combined company’s Board of Directors, and Verizon will nominate six directors who are expected to be independent of Verizon.

FairPoint also announced that Kent R. Weldon and Frank K. Bynum Jr. resigned their board positions after 7 and 9 years of service, respectively, effective as of today.  Mr. Weldon’s and Mr. Bynum’s resignations assist FairPoint in fulfilling the merger agreement requirement to elect six directors to be nominated by Verizon.

The transaction is targeted to close within twelve months and after the requisite state and federal regulatory approvals. The transition period will allow FairPoint to scale and enhance support systems in cooperation with Verizon.

For the year ended December 31, 2005, the operations of Verizon’s Maine, New Hampshire and Vermont properties to be merged with FairPoint generated approximately $1.2 billion in revenue and $431 million in EBITDA(2).  FairPoint expects to generate $60 to $75 million in annual cost savings for the combined operations after the acquired operations are fully integrated, which is anticipated to occur approximately 12 months after closing.  In addition,

(2) Earnings before interest, taxes and depreciation.  2005 unadjusted EBITDA was $393 million but included certain expenses that were not included in the merger.

FairPoint plans to invest approximately $200 million (including $95 to $110 million before closing) to accelerate the transition.

Operational Synergies

Mr. Johnson continued, “The larger platform resulting from this transaction will allow us to derive even greater efficiencies and returns from our operating model.  The geographic fit is complementary to FairPoint’s largest current operating region and our improved capital structure and enhanced cash flows are expected to permit us to pay dividends at the current level, introduce new products and strengthen the company’s network platform.”

Following the transaction, FairPoint’s access line density will be approximately 36 access lines per square mile, an increase versus the company’s 13 access lines per square mile prior to the merger.  However, the density continues to compare favorably with other rural operators.  At the same time, FairPoint believes it is improving the quality of its revenues, as the new company will be significantly less reliant on access and universal service fund revenues, which today account for 50% of total revenue and are expected to account for 25% of the total combined revenue after closing.

The company’s increased scale is expected to result in operating efficiencies of $60 to $75 million based on reduced expenses for network monitoring, customer care and back office support.  In addition, FairPoint intends to invest in Verizon’s existing telephone plant and facilities to expand and significantly improve the availability of high-speed data and other services.

Financial Information

The transaction is expected to be free cash flow accretive when the transition is complete.  As noted above, FairPoint expects that its current annual dividend of $1.59 per share will continue unchanged following the closing.

The combined company will have significantly stronger capital structure with a leverage ratio of approximately 4.1 times EBITDA at closing and a dividend payout ratio of 60% to 70%, upon achievement of expected cost savings and synergies, compared with FairPoint’s ratios today of 4.5 times and 86%, respectively.

In addition to investments in network upgrades to increase high-speed data addressability, it is anticipated that the combined company will spend approximately $100 per access line in capital per year in the three states.  This level of investment should help generate additional revenues, strengthen the company’s competitive position, and improve the level of services available to customers.

Prior to the closing of the merger, FairPoint expects to invest approximately $95 to $110 million in transition costs in connection with the transaction.  Verizon will pay for up to $40 million of these pre-closing transition costs.  The remaining $55 million are expected to be offset by the cash proceeds from the sale for $55 million of the Company’s Orange County Poughkeepsie investment to Verizon Wireless as part of a separate transaction.  Significant items include expenditures related to network operations centers, billing systems and other information technology functions.  These initial outlays will help to reduce the costs and integration time subsequent to the merger and are expected to allow FairPoint to offer expanded services and upgrades immediately after closing.

A significant portion of the amount FairPoint expects to spend on pre-closing transition costs will be spent on assets and services which will not be useful in FairPoint’s existing business.  In addition, these expenditures will reduce FairPoint’s Cash Available for Dividends.  However, FairPoint expects this reduction to be offset by the proceeds FairPoint expects to receive from the sale of its interest in Orange County Poughkeepsie Limited Partnership.

Transition Plans

FairPoint and Verizon are developing a strategic transition plan to provide a seamless transition for customers that will allow FairPoint to develop a robust, scalable network platform.  The companies have entered into a Transition Services Agreement (TSA) under which Verizon will provide support services to the company.  This agreement is designed to provide seamless customer service and includes financial incentives for mutual cooperation and early conversion.  During the transition, FairPoint and Verizon have defined obligations designed to ensure a smooth and accelerated conversion.

Customer Impact

The merger is expected to create a range of benefits for customers.  FairPoint plans to significantly expand DSL and other broadband availability from the current level provided over the Verizon network in the three-state region.  The initial expansion will be essentially completed within the first twelve months after the completion of the merger.  Additionally, FairPoint will increase local operational presence and create new local service centers to deliver industry-leading customer service.  The company’s goal is to create a more responsive competitor, with sufficient scale to offer enhanced services on a robust network platform, enabling the delivery of a broader range of communications products and services.

Employee Impact

FairPoint is committed to a New England-based management presence focused on dedicating the necessary financial resources to benefit local communities.  FairPoint also is announcing its commitment to maintaining union jobs, working with the union in a collaborative fashion, and continuing to honor the existing collective bargaining agreements.   The company expects to work constructively with union leadership in an effort to offer a strong package of new job opportunities for local, skilled employees.

As part of the agreement announced today, approximately 3,000 employees of Verizon will continue their employment with the operations of the local telephone operating companies for Maine, New Hampshire and Vermont that FairPoint will acquire in the merger.  Approximately 2,500 of these positions are union represented.  Most of the employees are in operations in the Maine, New Hampshire and Vermont territories.  The affected employees will not see any changes to compensation or benefits as a result of this transaction and should expect that service by them and for their customers will be transitioned smoothly.

As part of the agreement announced today, FairPoint will assume pension and other post employment benefit obligations for all active, continuing employees of Verizon companies.  The pension obligations will be fully funded as of the closing of the merger.  Retired Verizon company employees from the region will continue to receive their benefits pursuant to the Verizon plans.

2006 Preliminary Results of Operations

For the quarter ended December 31, 2006, FairPoint estimates that revenue will be approximately $70.1 million and adjusted EBITDA, excluding transaction-related expenses, will be approximately $33.4 million.  FairPoint estimates that expenses related to the transaction will be approximately $2 million in the fourth quarter of 2006, which should result in a reported adjusted EBITDA of approximately $31.4 million for the quarter.  Interest expense and capital expenditures for the fourth quarter are expected to be $9.8 million and $6.6 million, respectively.  Adjusted EBITDA for the full year 2006 is expected to be $131.3 million.

Outlook

For 2007, FairPoint anticipates revenues of $263 to $266 million and adjusted EBITDA, excluding transaction-related items, of $129 to $131 million, in-line with 2006.  After adjusting for the sale of FairPoint’s investment in Orange-County Poughkeepsie Limited Partnership and transaction expenses, adjusted EBITDA is expected to be $95 to $97 million.  Capital expenditures for 2007 are expected to be approximately $73 to $75 million, including $44 million related to the transaction.  FairPoint expects to have in place an arrangement to exclude from Adjusted EBITDA these non-routine expenses and investments to allow payment of the dividend through closing of the merger.

Pro-Forma Combined Access Line Information

Total access line equivalents	2,022,109
Residential voice access lines	1,176,955
Business voice lines	451,368
Wholesale access lines	59,722
High-speed data subscribers	234,064

(based on access lines as of September 30, 2006)

Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Cash Available for Dividend are non-GAAP financial measures (i.e., they are not measures of financial performance under generally accepted accounting principles) and should not be considered in isolation or as a substitute for consolidated statements of operations and cash flows data prepared in accordance with GAAP. In addition, the non-GAAP financial measures used by FairPoint may not be comparable to similarly titled measures of other companies. For definitions of and additional information regarding EBITDA, Adjusted EBITDA and Cash Available for Dividends, please see FairPoint’s earnings release for the third quarter ended September 30, 2006.

FairPoint believes EBITDA is useful to investors because EBITDA is commonly used in the telecommunications industry to analyze companies on the basis of operating performance, liquidity and leverage. FairPoint believes EBITDA allows a standardized comparison between companies in the industry, while minimizing the differences from depreciation policies, financial leverage and tax strategies.

Certain covenants in FairPoint’s credit facility contain ratios based on Adjusted EBITDA and the restricted payment covenant in FairPoint’s credit facility regulating the payment of dividends on its common stock is based on Adjusted EBITDA. If FairPoint’s Adjusted EBITDA were to decline below certain levels, covenants in FairPoint’s credit facility that are based on Adjusted EBITDA may be violated and could cause, among other things, a default under such credit facility, or result in FairPoint’s inability to pay dividends on its common stock.

FairPoint believes Cash Available for Dividends is useful to investors as a means to evaluate FairPoint’s ability to pay dividends on its common stock. However, FairPoint is not required to use such cash to pay dividends and any dividends are subject to declaration by FairPoint’s board of directors and compliance with Delaware law and the terms of its credit facility.

While FairPoint uses these non-GAAP financial measures in managing and analyzing its business and financial condition and believes they are useful to its management and investors for the reasons described above, these non-GAAP financial measures have certain shortcomings. In particular, Adjusted EBITDA does not represent the residual cash flows available for discretionary expenditures, since items such as debt repayment and interest payments are not deducted from such measure. FairPoint’s management compensates for the shortcomings of these measures by utilizing them in conjunction with their comparable GAAP financial measures.

Conference Call Information

Management of FairPoint and Verizon will hold a joint media conference call at 10:00 AM today (Tuesday, January 16, 2007) to discuss the transaction in more detail.  A telephonic replay will be available for anyone unable to participate in the live call. To access the replay, call 1-877-519-4471 and enter confirmation code 8326253.  The recording will be available from January 16, 2007 at 11:00 a.m. through January 17, 2007 at 12:00 a.m. (EST).

Additionally, FairPoint will hold a separate conference call for the investment community today (Tuesday, January 16, 2007) at 8:30 a.m. to provide greater detail on the financial aspects of the transaction.  To access the call, please dial 888-823-7459, or 973-935-8751 from outside of the US or Canada.  Please reference conference code 8331703.

A telephonic replay will be available for anyone unable to participate in the live call. To access the replay, call 877-519-4471 and enter confirmation code 8331703.  The recording will be available from January 16, 2007 at 10:00 a.m. through January 16, 2008 at 10:00 a.m. (EST).  A live broadcast of this conference call will be available via the Internet at http://www.videonewswire.com/event.asp?id=37422. An online replay will be available beginning at 10:00 a.m. (EST) on January 16, 2007 and remain available for one year.  A supplemental presentation for this conference call is available at www.fairpoint.com under the Investor Relations heading.

During these conference calls, representatives of FairPoint may discuss and answer one or more questions concerning FairPoint’s business and other matters.  The responses to these questions, as well as other matters discussed during these conference calls, may contain information which has not been previously disclosed.

About FairPoint

FairPoint is a leading provider of communications services to rural communities across the country. Incorporated in 1991, FairPoint’s mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural communities. Today, FairPoint owns and operates 31 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings.

FairPoint intends to file a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger.  We urge investors to read these documents when they become available because they will contain important information.  Investors will be able to obtain copies of the registration statement and proxy statement, as well as other filed documents containing information about FairPoint and the merger, at www.sec.gov, the SEC’s website, or at www.fairpoint.com/investor, when they are available.  Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

FairPoint, Verizon, and FairPoint’s directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from FairPoint stockholders with respect to the proposed transaction.  Information about FairPoint’s directors and executive officers is available in FairPoint’s proxy statement for its 2006 annual meeting of shareholders, dated April 24, 2006.  Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials to be filed by FairPoint with the SEC.

This press release may contain forward-looking statements that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements relating to potential cost savings and synergies expected to be realized in the proposed merger with the northeast wireline operations of Verizon Communications Inc. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.

Source: FairPoint Communications, Inc., www.fairpoint.com.

Investor Contact: Brett Ellis (866) 377-3747, bellis@fairpoint.com

Media Contact: Jennifer Sharpe (704) 227-3629, jsharpe@fairpoint.com

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EX-99.2

Exhibit 99.2

NEWS RELEASE

FOR IMMEDIATE RELEASE	Media contacts:
January 16, 2007	Contacts listed at end of release

Verizon and FairPoint Agree to Merge Verizon’s Wireline
Businesses in Maine, New Hampshire and Vermont
With Current Operations of FairPoint

— Verizon to Spin Off These Wireline Businesses Prior to Merger —

FairPoint to Add Jobs, Provide Seamless Transition for Current Employees and
Invest in Increased Broadband Access for Consumers in Northern New England

NEW YORK — Verizon Communications Inc. (NYSE: VZ) and FairPoint Communications, Inc. (NYSE: FRP) today announced definitive agreements that will result in Verizon establishing a separate entity for its local exchange and related business assets in Maine, New Hampshire and Vermont, spinning off that new entity to Verizon’s stockholders, and merging it with and into FairPoint.

FairPoint, based in Charlotte, N.C., is a telecommunications provider with 31 local exchange companies in 18 states, serving the unique needs of customers in rural and small urban

markets.  FairPoint provides an array of services, including local and long-distance voice, data, Internet and broadband.

Verizon’s Maine, New Hampshire and Vermont properties serve approximately
1.5 million access lines, approximately 180,000 DSL customers and approximately 600,000 long-distance customers (as of Sept. 30, 2006).

“We believe this transaction will create an opportunity for further investment in Maine, New Hampshire and Vermont, strengthen the region’s economy by creating jobs and improve service to customers through capital investment,” said Gene Johnson, chairman and CEO of FairPoint.  “At the same time, we have accelerated FairPoint’s growth through a single transaction, creating a much larger company with increased financial strength and flexibility that will continue to focus on maximizing value for investors.”

Virginia Ruesterholz, president of Verizon Telecom, said, “This deal is great for consumers.  They can count on continued top service from the new company that will have a focus on northern New England.  The transaction also ensures the fair and equitable treatment of employees in these New England states, who have performed outstanding work for our customers for many years.

“In our view,” Ruesterholz added, “this agreement provides a fair value for this property and allows Verizon to focus more intently on operations in other markets.  It shows how Verizon continually looks for creative and attractive ways to add value for our shareholders.”

Increased Employment and Broadband Availability

Approximately 3,000 Verizon company employees — those who support primarily the local phone business that is spun off — will continue employment with FairPoint after the merger.  Approximately 300 Verizon company employees in Maine, New Hampshire and

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Vermont who provide national or regional support services will remain with the Verizon company that currently employs them.

FairPoint and Verizon will provide a smooth transition for employees.  FairPoint will honor the union labor agreements in these states and expects to work constructively with union leaders.  Subsequent to the merger, FairPoint expects to add approximately 600 positions to the current employee base serving the three states.  FairPoint will also strengthen the local operational presence and create new local service centers to deliver industry-leading customer service.

Additionally, FairPoint plans to significantly increase broadband availability in the region within the first 12 months after the merger is completed.

“Our goal at FairPoint is to respond to customers, and we will have sufficient scale to continue to offer enhanced services on a robust network platform,” said Johnson.  “That means we can deliver a broader range of communications products and services.”

The transaction is targeted to be completed within the next 12 months.  It requires approval from FairPoint stockholders, certain state and federal regulatory approvals, and satisfaction of other customary closing conditions.

Transaction Details, Tax-Free Distribution

Verizon’s local exchange and related business assets in Maine, New Hampshire and Vermont will be transferred to entities owned by a newly organized, wholly owned subsidiary of Verizon.  This new subsidiary will incur $1.7 billion of newly issued debt and will then be spun off to Verizon’s stockholders and immediately merged with and into FairPoint.

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When the merger is completed, the companies conducting the Maine, New Hampshire and Vermont telephone and related business operations will be subsidiaries of FairPoint.  The combined business will be managed by FairPoint’s executive team.

Upon the closing of the transaction, Verizon stockholders will own approximately
60 percent of the new company, and FairPoint stockholders will own approximately 40 percent.  In connection with the merger, Verizon stockholders will receive one share of FairPoint stock for approximately every 55 shares of Verizon stock held as of the record date.  Both the spin-off and merger are expected to qualify as tax-free transactions, except to the extent that cash is paid to Verizon stockholders in lieu of fractional shares.

Verizon Communications will not own any shares in FairPoint after the merger.

The total value to be received by Verizon and its stockholders in exchange for these operations will be approximately $2.715 billion.  Verizon stockholders will receive approximately $1.015 billion of FairPoint common stock in the merger, based upon FairPoint’s recent stock price and the terms of the merger agreement.  Verizon will receive $1.7 billion in value through a combination of cash distributions to Verizon and debt securities issued to Verizon prior to the spin-off.  Verizon may exchange these newly issued debt securities for certain debt that was previously issued by Verizon, which would have the effect of reducing Verizon’s then-outstanding debt on its balance sheet.

The transaction includes Verizon’s switched and special access lines in the three states, as well as its Internet service, enterprise voice CPE (customer premises equipment) accounts, and long-distance voice and private line customer accounts (for customer private lines with beginning and ending points within the three states) that Verizon served in the region before the 2006 merger with MCI, Inc.  The transaction does not include the services, offerings or assets of

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Verizon Wireless, Verizon Business (former MCI), Federal Network Systems LLC, Verizon Network Integration Corp., Verizon Global Networks Inc., Verizon Federal Inc. or any other Verizon businesses in these states.

FairPoint expects that the transaction will be accretive to the free cash flow of FairPoint upon completion of the transition, and it expects that its current annual dividend of $1.59 per share will continue unchanged following the closing.  All owners of FairPoint shares on dividend record dates after the merger is completed, including Verizon stockholders who will have received FairPoint shares in this transaction, will be eligible to receive declared dividends.

FairPoint’s management anticipates that the merged company will be able to generate improved operational performance through management focus, local/regional marketing and customer service initiatives, and future development of innovative technology and processes.

‘Building on Verizon’s Operating Strength’

 “FairPoint is a leading provider of communications services to rural communities.  Its commitment to quality customer service was a key factor in our decision to enter into this transaction with FairPoint,” Verizon’s Ruesterholz said.  “We know that FairPoint has a deep understanding of the local phone business and a determination to build on Verizon’s operating strength in this region.”

FairPoint’s Johnson said, “This is a value-creating event for multiple parties.  Customers, employees and shareholders will all benefit from the transaction.

“We are prepared to make additional investments in the state networks to maintain and improve the highly reliable, state-of-the-art networks in the three states,” he continued.  “We are confident that our experience as a major operator will enable us to provide outstanding service and innovative products for our new customers.  FairPoint’s established expertise in operating

5

telephone properties in rural areas will now be leveraged in the new Maine, New Hampshire and Vermont markets.”

A Verizon transition team will work with FairPoint in the coming months to ensure customer accounts, billing information, and other assets from the operations are successfully transferred to FairPoint and that the transition is seamless for customers and employees.

Verizon was advised in the transaction by Merrill Lynch & Co.  Lehman Brothers acted as FairPoint’s lead financial advisor in this transaction.  Deutsche Bank Securities and Morgan Stanley also acted as advisers to FairPoint.

About Verizon

Verizon Communications Inc. (NYSE: VZ), a New York-based Dow 30 company, is a leader in delivering broadband and other wireline and wireless communication innovations to mass market, business, government and wholesale customers.  Verizon Wireless operates America’s most reliable wireless network, serving nearly 57 million customers nationwide.  Verizon’s Wireline operations include Verizon Business, which operates one of the most expansive wholly-owned global IP networks, and Verizon Telecom, which is deploying the nation’s most advanced fiber-optic network to deliver the benefits of converged communications, information and entertainment services to customers.  For more information, visit www.verizon.com.

VERIZON’S ONLINE NEWS CENTER: Verizon news releases, executive speeches and biographies, media contacts, high quality video and images, and other information are available at Verizon’s News Center on the World Wide Web at www.verizon.com/news.  To receive news releases by e-mail, visit the News Center and register for customized automatic delivery of Verizon news releases.

About FairPoint

FairPoint is a leading provider of communications services to rural communities across the country.  Incorporated in 1991, FairPoint’s mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural communities.  Today, FairPoint owns and operates 31 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange

6

Commission.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.  Source: FairPoint Communications, Inc., www.fairpoint.com.

FairPoint intends to file a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger.  We urge investors to read these documents when they become available because they will contain important information.  Investors will be able to obtain copies of the registration statement and proxy statement, as well as other filed documents containing information about FairPoint and the merger, at www.sec.gov, the SEC’s website, or at www.fairpoint.com/investor, when they are available.  Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

FairPoint, Verizon, and FairPoint’s directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from FairPoint stockholders with respect to the proposed transaction.  Information about FairPoint’s directors and executive officers is available in FairPoint’s proxy statement for its 2006 annual meeting of shareholders, dated April 24, 2006.  Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials to be filed by FairPoint with the SEC.

####

Media contacts:

Verizon:

Eric Rabe

908-559-3500

eric.rabe@verizon.com

John Bonomo (New England Media)

212-321-8033

john.j.bonomo@verizon.com

Bob Varettoni (Financial Media)

908-559-6388

robert.a.varettoni@verizon.com

FairPoint:

Brett Ellis (Investor Relations)

866-377-3747

bellis@fairpoint.com

Jennifer Sharpe (Media Relations)

704-227-3629

jsharpe@fairpoint.com

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EX-99.3

Exhibit 99.3

FairPoint Communications, Inc. January 16, 2007

Presenters Eugene B. Johnson – Chairman and Chief Executive Officer Walter E. Leach, Jr. – Executive Vice President, Corporate Development John P. Crowley – Executive Vice President and Chief Financial Officer

Forward-Looking Statement This presentation may contain forward-looking statements that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements relating to potential cost savings and synergies expected to be realized in the proposed merger with the wireline operations of Verizon Communications Inc. in Maine, New Hampshire and Vermont Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint Communications, Inc.’s filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission. These factors should be considered carefully and you are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date of this presentation, and FairPoint Communications, Inc. undertakes no duty to update this information. FairPoint intends to file a registration statement, including a proxy statement, and other materials with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger. We urge investors to read these documents when they become available because they will contain important information. Investors will be able to obtain copies of the registration statement and proxy statement, as well as other filed documents containing information about FairPoint and the merger, at www.sec.gov, the SEC’s website, or at www.fairpoint.com/investor, when they are available. Investors may also obtain free copies of these documents and the Company’s SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations. FairPoint, Verizon, and FairPoint’s directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from FairPoint stockholders with respect to the proposed transaction. Information about FairPoint’s directors and executive officers is available in FairPoint’s proxy statement for its 2006 annual meeting of shareholders, dated April 24, 2006. Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials to be filed by FairPoint with the SEC.

Overview

Transaction Overview Accelerates FairPoint’s strategy FairPoint growing through merger with Verizon’s Maine, New Hampshire and Vermont operations Accelerates FairPoint’s strategy to acquire / improve local telecom operations Attractive valuation at 6.3x 2005 EBITDA(1); less than 6.0x(2) after synergies $60 - $75 million in expected cost savings and synergies Results in meaningful free cash flow accretion Substantially increases scale Transaction Mechanics Tax-free spin-off of VZ operations, then tax-free merger with/into FairPoint $2.715 billion valuation—$1.7 billion in assumed debt, $1.015 billion in FairPoint stock to be issued to Verizon shareholders FairPoint shareholders will own approximately 40%, Verizon shareholders approximately 60% Combined company will trade under FairPoint’s ticker symbol (NYSE: FRP) Committed financing in place for a substantial portion of this debt Post-closing board to consist of 3 current FairPoint Board members and Verizon will nominate 6 directors who are independent of Verizon (1) Based on 2005 audited financial results, net of adjustments to pension and other postretirement benefit expenses and certain one time items. 2005 unadjusted EBITDA was $395 million but included certain expenses that were not included in the merger. (2) Based on 2005 EBITDA assuming post-closing synergies and cost savings expected to be achieved 12 months after closing.

Rationale For The Merger Compelling benefits for shareholders, customers and employees Benefits shareholders Improves dividend sustainability (FairPoint intends to maintain its dividend at $1.59 per share annually(1)) Pro forma leverage improves to approximately 4.1 times EBITDA(2) Improves financial flexibility Pro forma dividend payout ratio improves to 60%–70% after anticipated cost-savings Improves revenue mix Benefits customers and employees Stronger competitive operations Increased focus on customers Significant DSL / broadband expansion in region Expanded employee-base enhances core capabilities Opening three scalable service centers in the region Constructive relationships with employees, unions, policymakers (1) Subject to declaration by the board of directors and compliance with Delaware law and covenants in agreements governing indebtedness. (2) Estimate at closing of merger. Calculated using combined EBITDA for 2005 and combined net debt at closing.

Long-term Strategic Flexibility Increased opportunities to generate shareholder value Provides multiple opportunities for value creation Improves revenue opportunities New product bundles Increased broadband availability Increased focus on local sales and marketing Enhances operational efficiencies Economies of scale Investment in state-of-the-art systems Greater operating flexibility Improves financial strength De-leverages balance sheet Improves access to capital / lowers cost of capital Increases liquidity for shareholders Increases free cash flow per share Reduces reliance on access and USF revenues Creates a scalable platform for further acquisitions

Favorable Contribution Metrics Shareholders receive significant stake in combined entity FRP shareholders own approximately 40% of total merged company FRP contribution 14% of total access lines 18% of total revenue 24% of total EBITDA (1) Based on 2005 audited financial results, net of adjustments to pension and other postretirement benefit expenses and certain one time items. (2) Based on access lines and outstanding shares at September 30, 2006.

Transition Services & Integration Ensuring an efficient and successful transition Getting ahead – execution begins now Seasoned FairPoint management team with extensive operating experience Previous experience in executing and integrating acquisitions Transition execution has already begun Integration plan based on investing $200 million on systems development and integration (of which, approximately $95 - $110 million invested before closing) Verizon to pay for up to $40 million of these pre-closing transition costs FRP expects to generate $55 million in cash from sale of its investment in Orange County – Poughkeepsie to Verizon Wireless FairPoint has engaged experienced consultants Detailed transition plan with incentives for an accelerated transition Investment in systems Systems are scalable Maximize and accelerate efficiencies Benefits this transaction, legacy FairPoint and future acquisitions

Transaction Details

Attractive Financial Characteristics With defined opportunities for improvement (1) Earnings before interest, taxes, depreciation and amortization. (2) Based on 2005 audited financial results, net of adjustments to pension and other postretirement benefit expenses and certain one time items. 2005 unadjusted EBITDA was $395 million but included certain expenses that were not included in the merger. (3) Excludes depreciation and amortization. Expected cost savings and synergies of $60 - $75 million annually Full effect of synergies begins 12 months after closing Planned investment of $200 million in strategic systems 6.3x EBITDA multiple (based on 2005 EBITDA)(1)(2) $2,715M Total Transaction Value $1,700M Plus Assumed Debt $1,015M Implied Equity Value (@ $18.88 per share) 53.8 Million FairPoint Shares issued to Verizon Stockholders $775 million $431 million Operating expenses(3) EBITDA $1,206 million Revenue Verizon’s Maine, New Hampshire and Vermont operations (2) :

Financial & Operational Overview

87% Payout ratio(1) 4.5x Leverage(1)(5) 35.1 million Shares Outstanding(4) $1.59 per share Dividend $602 million Net Debt(3) $135 million EBITDA(1) $263 million Revenue(1) FairPoint (pre-merger): (1) Based on 2005 results which are the most recent full year audited financial statements available for both companies. (2) Based on 2005 audited financial results, net of adjustments to pension and other postretirement benefit expenses and certain one time items. (3) Long-term debt net of cash and cash equivalents. (4) As of September 30, 2006. (5) Defined as net debt/EBITDA. (6) Pro forma payout ratio after realization of anticipated cost savings and synergies of $60 to $75 million. (7) Calculated using 2005 combined EBITDA and estimated net debt at closing. Summary Financial Comparison Enhanced financial strength 60 – 70% Payout ratio(6) 4.1x (at closing) Leverage(7) 88.9 million Shares Outstanding $1.59 per share Dividend $2,334 million Net Debt(3) $566 million EBITDA(2) $1,469 million Revenue(2) Pro forma FairPoint Consolidated: Expected cost savings/synergies of $60 - $75 million per year Full effect of synergies begins 12 months after closing Planned investment of $200 million in state-of-the-art systems

Additional Transaction Information Value based on strong partnerships Related agreements with Verizon Transition Services Agreement (TSA) ensures back office support through final conversion Verizon to contribute $40 million in pre-closing transition costs FairPoint to sell Orange County – Poughkeepsie investment to Verizon Wireless for $55 million FairPoint to assume all existing collective bargaining agreements with union employees Pension and OPEB Receives pension assets / obligations for all active, transferred employees Pension obligations to be fully-funded at closing Verizon will retain the obligation to provide retirement benefits for employees that are retired prior to closing of the merger FairPoint will accept OPEB obligations for all active, continuing employees New Hiring FairPoint expects to hire approximately 600 new employees in the Northeast New employees to provide support and services currently provided by Verizon corporate services

Favorable Rural Characteristics Focus on rural / smaller urban markets Continuing focus on lower-density markets after transaction 36 lines / sq. mile More than 80% of local exchanges will serve 5,000 customers or less Notes Pro forma for CenturyTel’s acquisition of Madison River Pro forma for Citizens’ acquisition of Commonwealth Pro forma for FairPoint’s acquisition of Verizon’s New England access lines Source SEC filings and investor presentations Access Lines/Square Mile

Overview of FairPoint Significantly greater scope and scale (1) As of September 30, 2006. Pre-merger FairPoint(1) 308,858 total access line equivalents 194,002 residential voice access lines 57,761 business voice 57,095 HSD subscribers (including DSL, cable modem and WBB) Post-merger(1) 2,022,109 total access line equivalents 1,176,955 residential voice access lines 451,368 business voice lines 159,722 wholesale access lines 234,064 HSD subscribers (including DSL, cable modem and WBB)

Access Line Trends Opportunity for improvement Verizon’s Maine, New Hampshire and Vermont operations broadband addressability is 62% Existing FairPoint broadband addressability is over 80% Top cable competitors in region are Comcast and Time Warner Access Line Trends DSL Growth

Summary

Summary Strategic win for shareholders, employees and customers Accelerates FairPoint’s strategy Leverages FairPoint’s operating expertise Benefits shareholders Attractive valuation Results in cash flow accretion Enhances financial strength Benefits customers and employees Creates multiple opportunities for ongoing value creation Improves revenue opportunities Enhances operating efficiencies Improves financial flexibility Creates scalable platform for future acquisitions

Questions and Answers FairPoint Communications, Inc. January 16, 2007

Appendix

Experienced Management Team Average of 23 years of industry experience Name Position Experience Gene Johnson Co-Founder, Chairman of the 31 years corporate and operating experience; Board & Chief Executive Officer company co-founder and director since 1991; CEO since January 2002 Peter Nixon Chief Operating Officer 28 years experience; COO since November 2002 John Crowley Executive Vice President, 28 years finance and investment banking experience Chief Financial Officer for telecom clients; Joined FairPoint in May 2005 and became CFO in June 2005 Walt Leach Executive Vice President, 32 years finance, mergers and acquisitions experience Corporate Development Shirley Linn Executive Vice President, 31 years experience; Joined FairPoint in 2000 General Counsel and Secretary Lisa Hood Senior Vice President, 18 years experience; Corporate Controller since 1993 Corporate Controller Pat Morse Senior Vice President, 30 years experience; Joined FairPoint in 1979 Government Affairs Mike Haga Director of Billing and OSS 17 years experience; Joined FairPoint in 2005 and Transition Team Lead

EX-99.4

Exhibit 99.4

Everyone,

Today is a very important day in our company’s history!  I am excited to inform you that at 8:00 AM EST this morning, FairPoint and Verizon will announce that we have entered into a definitive agreement whereby Verizon local telephone and related operations in Maine, New Hampshire and Vermont will be merged with and into FairPoint.  This transaction will transform the scope and scale of our company.  Please visit the Intranet (http://9.5.69.11/) to access a Webcast from me about this historic transaction.  I wanted to make sure that each employee of FairPoint was fully aware of this important milestone for our company, which marks a significant step in FairPoint’s growth.

This new chapter in FairPoint’s evolution is an opportunity that we expect will increase shareholder value and will also dramatically change the scope of our company.  I want to be clear that our collective efforts and successes to-date as a premier telecommunications operator have made this day possible.  Without the efforts of each and every one of you, we would not be where we are today.

The proposed transaction is important news, not only for our company but for our industry.  I can assure you that this transaction will be discussed at length both within our company and in the affected communities over the coming months.

PLEASE NOTE: I will also be speaking with you live this afternoon on a teleconference from 12:00 PM to 12:30 PM EDT.  I will be answering as many of your questions as I can at that time.  Your local leadership will be organizing a place for you to gather and access the call.  If you cannot gather with your local group, just dial (888) 253-4456 to join the call.

Please join me!

Thanks,

Gene

EX-99.5

Exhibit 99.5

Transcript of Webcast to Employees of FairPoint Communications, Inc.

Good morning, everyone.

And thanks for joining me for this very, very important Webcast.  As you know, FairPoint is a vibrant and growing organization, and I’ve been very open with you about our intention to grow the business through acquisition and to take advantage of opportunities that are going to increase shareholder value.  In fact, you have all heard me say, “If you’re not growing, you’re dying.” Well, you all know FairPoint is not dying so I am very excited to share with you an opportunity that will not only increase shareholder value, but will truly change the face of our company.  It’s a very exciting time, and this is wonderful news for every one of us.

As you listen to this message, we are issuing a press release right now to announce that FairPoint has agreed to merge with the Northern New England operations of Verizon. When completed and fully integrated, the 2.7 billion dollar transaction (I said billion) will add more than four thousand employees to the FairPoint family. It combines the personnel and associated wireline assets of Verizon in Maine, Vermont and New Hampshire with FairPoint, and it includes more than one million, five hundred thousand voice access lines.  Of course, our current management team will manage the combined company.

Now this is a landmark event! It is going to result in FairPoint becoming the 8th largest telephone company in the United States.  It will open the market to us as we move into smaller urban areas of the Northeast, and it will give all of you more opportunities for professional growth. This merger opens a new chapter in FairPoint’s evolution.  It leads the way for us to build a strong Northeast operation, and then to take those resources and learnings to continue a strong acquisition strategy into other contiguous areas. In fact, it really creates a new company that is larger, financially stronger and has more long-term viability.

Now let me take just a few minutes to explain the “why” of this transaction.  I have been telling you how the regulatory landscape of our industry is rapidly changing.  As many of you know, approximately 50 percent of our revenue comes from regulated revenue sources like Access and the Universal Service Fund.  As we’ve said for a long time, regulated revenues are on a slow decline, and FairPoint must take action to become less reliant on this revenue source.  After completion of this transaction, our regulated revenues will be just 25 percent of total revenues. Our success will then largely be determined by our ability to compete in the marketplace. Additionally, the scale, size and scope of the company created by this transaction will allow us to operate more efficiently and you know how important that is in the changing telecommunications environment.

This deal is also a deal thing for consumers in Maine, Vermont and New Hampshire.  As you all know, we are committed to providing broadband access to our customers and, in

fact, it should come as no surprise for you to know that our customers in Maine and Vermont have a significantly higher level of broadband availability than do Verizon’s customers. Of course, we are going to take immediate steps to increase availability in the merged service areas. We’re also going to be making substantial capital investments to build local service centers and hire local employees to increase the local operational presence. For instance, functions that are now being done by Verizon in other states such as Florida, New York and Texas for things like customer service centers, network operations and administration are going to all be relocated to the New England region.

And I’m sure you all want to know what does this mean to you, my fellow FairPoint employees? Well…it means that you have the opportunity to play a vital role in a much larger company!  Each and every one of you is important to the effort to serve our customers better — today and in the future.  Your knowledge, your experience and your participation will be needed before and after the transaction closes as the organization assimilates all these new employees and these many new assets.

Now remember I told you in my December note that this was going to be an exciting year and I am sure you all recognize just how challenging it will be as we work to close and assimilate this transaction.  As we work to make this deal a reality, we’ll be counting on you to continue the momentum for our current initiatives.  No matter the size of this transaction, a few things will not change — you are our greatest asset, and our customers must always come first.  Our customers, whether in Fort Kent, Maine, Yelm, Washington, or somewhere in between, will continue expecting excellent customer service, and we need to stay focused on the commitments we’ve made to every one of them.

And let me assure you that this commitment will continue after the Verizon transaction closes.  The only difference will be FairPoint’s outlook moving forward.  Earlier in the Webcast, I used the term “smaller urban areas.”  We have built this company around customers in rural America.  Our dedication to these areas of the country will absolutely continue, but going forward it will also include the customers in smaller urban areas like those in Portland, Nashua and other towns in New England.

As I said before, it is an exciting time for all of us at FairPoint.  I know you’ll have many, many questions, and so I pledge to keep you updated on the progress of the transaction.  I’ll also give you more details about how our organization will look going forward and what opportunities you can expect in the future.  Always remember that FairPoint is committed to its customers and to its employees.  You are the reason we are able to take advantage of these opportunities, and we’ll need your continued support to continue to move forward.

Today, Peter Nixon, Pat Morse, Audrey Prior, Robin Tuttle and I are meeting with the policymakers and government leaders of Maine, Vermont and New Hampshire.  Walt Leach and John Crowley will also be on the road as we personally reach out to political and influence leaders, customers, investors and the media in an exciting effort to inform

them of this very, very exciting news. Our goal is to present our plan and to let them all know more about our commitment to customers and to our employees.

As I said, my commitment to you is to keep you as informed as possible, and I’m going to communicate with you often.  For now, I can tell you that this next year will be filled with discussions with regulators, with customers and with many others and with much difficult planning as we transition all of these customers from Verizon’s customer care system to ours. We expect the transaction to close in the next 12 months after getting all of the required regulatory approvals.

Until then…keep an eye on the news and on our Intranet and Internet for updates.  Like I said, this is a significant announcement, and a lot of people are going to be talking about it in your community and throughout our entire industry.  For employees in the Northeast, I ask that you reinforce the commitment I’ve expressed here today — to invest in the local infrastructure….to create hundreds of new local jobs….and to deliver excellent customer service.

For those of you in other parts of the country, your charge is to let your customers know they are valued.  This transaction can only result in additional resources that should enable us to bring them better products and services.  Our commitment to them and to their communities remains as strong as ever.

Thanks for your time this morning!  Thanks for your excellent work ethic.  You are the driving force that’s helped our company get to this point in its history and I can honestly say that we could not be making this historic announcement without your efforts!

I look forward to reporting our progress back to you, and I look forward to the opportunities on the horizon for all of us.

Thanks very much and have a great day.

EX-99.6

Exhibit 99.6

          

Dear Community Members:

This week, our companies announced an exciting and important transaction to ensure great telecommunications service for years to come throughout northern New England.  The two companies agreed to merge a subsidiary of Verizon Communications Inc. which owns the wireline operations of Verizon in Maine, New Hampshire and Vermont with and into FairPoint.  The transaction combines Verizon’s personnel and local exchange and related business assets from Maine, New Hampshire and Vermont with the focus and specialized expertise of FairPoint which will bring many benefits to the three states.  The result is a dynamic communications company, well positioned to serve employees, shareowners and customers with good jobs, a strong long-term investment and top customer service.

Our commitment to you includes:

·Enhanced service

·Within the first year after closing, we will significantly expand broadband availability from current levels.

·We will add three new local service centers, staffed by skilled local employees, to deliver industry-leading customer service.

·We will expand the annual capital commitment to local lines and equipment to maintain and improve the highly reliable, state-of-the art telecommunications network.

·Employment security and growth

·Not only will we continue to employ the union and other workers who are part of the Verizon team today, but also we plan to add approximately 600 new positions throughout the region.

·We will continue to honor existing collective bargaining agreements.

·We are committed to providing excellent pension and healthcare benefits for our workforce, and Verizon will continue to provide retirement benefits for its retired employees.

·Increased economic activity

·In addition to the new jobs we expect to add in the near future, we anticipate further job growth as our Internet services expand.

·Our plans include construction of three new service centers in the region, a Network Operations Center, an Information Systems Center, and an Administrative Center.  These new centers will augment FairPoint’s expanded east coast call center in South China, Maine.

·This transaction will support economic expansion through ongoing investment in advanced voice and data networks that serve small and medium-size business needs.

For more information about this announcement and how we plan to serve the communications needs of northern New England, please go to: www.FairPoint.com.

We look forward to serving you and strengthening your community through communications!

Sincerely

CEO	CEO
Verizon	FairPoint

EX-99.7

Exhibit 99.7

Dear                    :

This week, FairPoint Communications and Verizon announced an exciting and important transaction to ensure high-quality telecommunications service for years to come throughout northern New England.  The two companies agreed to merge a subsidiary of Verizon Communications Inc. which owns the wireline operations of Verizon in Maine, New Hampshire and Vermont with and into FairPoint.  The transaction combines Verizon’s personnel and local exchange and related business assets from Maine, New Hampshire and Vermont with the focus and specialized expertise of FairPoint which will bring many benefits to the three states.  The result will be a dynamic communications company, well positioned to serve employees, shareholders and consumers with good jobs, a strong long-term investment and top-notch customer service. The strong and experienced FairPoint executive team will provide ongoing management.

Here’s our commitment to northern New England:

·Enhanced service

·We will significantly expand broadband availability from current levels, with markedly higher deployment levels achieved within the first year after closing.

·We will expand annual capital investment to improve and maintain the highly reliable, state-of-the art telecommunications network.

·Increased economic activity

·In addition to new jobs we expect to add in the near future, we anticipate further job growth as our data services expand.

·Our plans include the opening of three new service centers in the region: a Network Operations Center, an Information Systems Center, and an Administrative Center.  These new centers will augment FairPoint’s expanded east coast call center in South China, Maine.

·The combined company will support economic expansion through ongoing investment in advanced voice and data networks that meet the needs of residential and business customers.

·Employment security and growth

·Not only will we continue to employ non-union and union workers that are part of the current Verizon team today, but we also plan to add approximately 600 new positions in northern New England.

·We will continue to honor existing collective bargaining agreements.

·We are committed to providing excellent pension and healthcare benefits for our valuable workforce, and Verizon will continue to provide retirement benefits for its retired employees.

·Financial strength

·This merger permits both FairPoint and Verizon to devote capital to their respective strategic goals in serving communities, customers, and employees.

·A strong balance sheet provides significant financial flexibility for ongoing capital investment, introduction of innovative services, and potential future growth.

·Dividend Policy

·The company’s financial strength and flexibility is expected to allow it to continue to maintain its previously announced 2007 dividend level, even as FairPoint maintains its ability to grow and invest in its operations.

·Operational readiness

·The new operations centers and back-office capabilities will enable state-of-the-art services in the three-state area and for legacy FairPoint operations, providing capacity for efficient, scalable growth in the future.

·The new centers will permit the company to develop and support innovation in technology and processes.

·Transaction specifics

·This is a value-creating combination in which FairPoint will be owned by the public shareholders of Verizon and FairPoint with Verizon’s current shareholders owning approximately 60% and FairPoint’s current shareholders owning approximately 40%.

·The transaction is targeted to be completed within the next twelve months, after a preparatory stage involving community input and receipt of requisite state and federal regulatory approvals.

For more information about this announcement and how we plan to serve the communications needs of northern New England, please go to: www.FairPoint.com.

We look forward to serving you and strengthening your community through communications.

Sincerely

Gene Johnson

CEO

FairPoint Communications