8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
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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 )					February 6, 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):

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 7.01 Regulation FD Disclosure.

On February 6, 2007, FairPoint Communications, Inc. (the “Company”) issued a press release entitled “FairPoint Announces Sale of Common Stock by Former Equity Sponsors” (the “Release”). A copy of the Release is being furnished by being attached hereto as Exhibit 99.1.

Item 8.01 Other Events.

A copy of the 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 dated February 6, 2007 – “FairPoint Announces Sale of Common Stock by Former Equity Sponsors”

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 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.

 

2

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: February 6, 2007

 

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

FAIRPOINT ANNOUNCESSALE OF

COMMON STOCKBY FORMER EQUITY SPONSORS

CHARLOTTE, NC, February 6, 2007 - FairPoint Communications, Inc. (NYSE: FRP)announced today that it has been notified that longtime shareholders Thomas H. Lee Equity Fund IV, L.P. (together with certain of its affiliates), Kelso Investment Associates V, L.P. and Kelso Equity Partners V, L.P. have sold their ownership stakes in the Company via a private transaction after the market closed on February 5, 2007. In aggregate, these shareholders owned approximately 7,500,000 shares of common stock of FairPoint prior to the sale.

About FairPoint

FairPoint is a leading provider of communications services to rural and small urban 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 and small urban 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 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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