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
2,062,812
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,062,812
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,812
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
|
||
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
2,062,812
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,062,812
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,812
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STEVEN AZARBAD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,062,812
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,062,812
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,812
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
DAVID D. TAWIL
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,062,812
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,062,812
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,812
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 4.
|
Purpose of Transaction.
|
|
Item 4 is hereby amended to add the following:
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
Item 7 is hereby amended to add the following exhibit:
|
|
99.1
|
Letter to the Board of Directors, dated August 4, 2016.
|
Maglan Capital LP
|
|||
By:
|
Maglan Capital GP LLC
General Partner
|
||
By:
|
/s/ Steven Azarbad
|
||
Name:
|
Steven Azarbad
|
||
Title:
|
Chief Investment Officer
|
Maglan Capital GP LLC
|
|||
By:
|
/s/ Steven Azarbad
|
||
Name:
|
Steven Azarbad
|
||
Title:
|
Managing Member
|
/s/ Steven Azarbad
|
|
Steven Azarbad
|
/s/ David D. Tawil
|
|
David D. Tawil
|
|
i.
|
Establish a program to repurchase Company shares on the open market;
|
|
ii.
|
Appoint a new member to the Board to be selected by Maglan; and
|
|
iii.
|
Form a special committee to review and consider strategic alternatives, with Maglan's Board appointee as the chair.
|
|
·
|
One of the few remaining contiguous footprints in the wireline telecom industry, in Northern-New England;
|
|
·
|
The opportunity to offer for the first time current and potential FairPoint customers a traditional video service and triple-play package;
|
|
·
|
A reduced cost-of-capital for FairPoint's operations (FairPoint's debt currently carries a high, 8.75% interest-rate);
|
|
·
|
Industry-standard labor terms, with already reduced pension and OPEB liabilities; and
|
|
·
|
Economies-of-scale relating to costs and expenses and other synergies.
|
MAGLAN CAPITAL LP
|
MAGLAN CAPITAL LP
|
|||||
By:
|
/s/ Steven Azarbad
|
By:
|
/s/ David D. Tawil
|
|||
Name:
|
Steven Azarbad
|
Name:
|
David D. Tawil
|
|||
Title:
|
Chief Investment Officer
|
Title:
|
President
|
cc:
|
Edward D. Horowitz
|
|
Michael J. Mahoney
|
|
David L. Treadwell
|
|
Wayne L. Wilson
|
|
Peter Gingold
|
|
Dennis J. Austin
|
|
Michael K. Robinson
|
|
Peter Aquino
|