8-K

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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 )				October 16, 2006
		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):

o 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  8.01 Other Events.

On October 16, 2006, FairPoint Communications, Inc. issued a press release entitled “FairPoint Announces Third Acquisition of 2006.” A copy of the press release is being furnished by being attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
99.1	Press Release – FairPoint Announces Third Acquisition of 2006

The information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

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: October 16, 2006

 

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

FAIRPOINT ANNOUNCES THIRD ACQUISITION OF 2006

Shareholders of The Germantown Independent Telephone Company approve merger

CHARLOTTE, NC, October 16, 2006 - FairPoint Communications, Inc. (NYSE: FRP) announced today that on October 14, 2006 the shareholders of The Germantown Independent Telephone Company (or GITC) approved a merger with a subsidiary of FairPoint Communications, Inc. FairPoint entered into an Agreement and Plan of Merger with GITC in September 2006. The merger consideration is $10.2 million. This transaction is expected to close in the fourth quarter of 2006.

GITC is a single exchange rural incumbent local exchange carrier located in the Village of Germantown, Ohio, serving approximately 4,400 access line equivalents. GITC’s service area is located 15 miles southwest of Dayton, Ohio and 35 miles north of Cincinnati. GITC provides local and long distance voice and high speed data services to Germantown and the surrounding area. GITC also has HSD infrastructure which supports approximately 98% of its customers with a current penetration rate of approximately 14%.

“We are excited about this transaction and the opportunity to serve the customers of GITC,” said Gene Johnson, FairPoint’s Chairman and CEO. “We expect this transaction to be immediately accretive to free cash flow and to improve our dividend payout ratio. We continue to move forward with our acquisition strategy as this is the third transaction announced this year. We believe that our acquisition strategy is an effective method of increasing shareholder value and expect to continue our current momentum over the coming quarters.”

GITC will be the third company owned and operated by FairPoint in Ohio. FairPoint plans to fund this acquisition from cash on hand and borrowings under its revolving credit facility.

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 29 rural local exchange companies (RLECs) 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 that are not based on historical fact, including, without limitation, statements containing the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions. 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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