UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 24, 2023
Frontier Communications Parent, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-11001
|
|
86-2359749
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
401 Merritt 7, Norwalk, Connecticut
|
|
06851
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(203) 614-5600
(Registrant’s telephone number, including area code)
Not Applicable
(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:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
FYBR
|
|
The NASDAQ Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 |
Entry into a Material Definitive Agreement
|
General
In connection with its previously announced fiber securitization
offering, Frontier Issuer LLC (the “Issuer”), a
limited-purpose, bankruptcy remote, wholly owned indirect subsidiary of Frontier Communications Parent, Inc., entered into a financing facility for the issuance of up to $500 million in Series 2023-2 Secured Fiber Network Revenue Variable Funding
Senior Notes, Class A-1 (the “Variable Funding Notes”) on August 24, 2023 (the “VFN Closing Date”). The Issuer did not draw on the Variable Funding Notes as of the VFN Closing Date.
The Variable Funding Notes were issued pursuant to the Base Indenture, dated as of August 8, 2023 (the “Base
Indenture”), as supplemented by the Series 2023-2 Supplement, dated as of August 24, 2023 (the “Series 2023-2 Supplement”), in each case entered into by and among the Issuer, Frontier Dallas TX Fiber 1
LLC (“AssetCo”) and Citibank, N.A., as the indenture trustee (the “Trustee”). The Base Indenture, together with the Series 2023-2 Supplement, and any other series
supplements to the Base Indenture, is referred to herein as the “Indenture.”
Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase
Agreement, dated as of August 24, 2023 (the “Variable Funding Note Purchase Agreement”), a copy of which is attached to this Form 8-K as Exhibit 10.1, among the Issuer, AssetCo, Frontier Communications
Holdings, LLC (the “Manager”), certain conduit investors, financial institutions and funding agents, and Barclays Bank plc, as administrative agent. The Variable Funding Notes will be governed, in part, by the
Variable Funding Note Purchase Agreement and by certain generally applicable terms contained in the Indenture. The initial anticipated repayment date for the Variable Funding Notes is July 2026, and the Issuer and Manager have the option to elect two
one-year extensions of the anticipated repayment date. Following the initial anticipated repayment date (and any extensions thereof), additional interest will accrue on the Variable Funding Notes equal to 5.0% per annum.
The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the
Series 2023-2 Supplement and Variable Funding Note Purchase Agreement, which are filed as Exhibits 4.1 and 10.1 hereto, respectively.
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01 |
Financial Statements and Exhibits
|
(d) Exhibits
Exhibit
Number
|
|
Description
|
|
|
Series 2023-2 Supplement, dated as of August 24, 2023, by and among Frontier Issuer LLC, Frontier Dallas TX Fiber 1 LLC, and Citibank N.A.
|
|
|
|
|
|
Class A-1 Note Purchase Agreement, dated as of August 24, 2023, among Frontier Issuer LLC, Frontier Dallas TX Fiber 1 LLC, Frontier Communications Holdings, LLC, certain
conduit investors, financial institutions and funding agents, and Barclays Bank plc.
|
|
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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.
|
|
FRONTIER COMMUNICATIONS PARENT, INC.
|
|
|
|
Date: August 25, 2023
|
By:
|
/s/ Scott Beasley
|
|
|
Scott Beasley
|
|
|
Executive Vice President, Chief Financial Officer
|