Filed by
Frontier Communications Corporation
Pursuant
to Rule 425 under the Securities Act of 1933
Under the
Securities Exchange Act of 1934
Subject
Company: Frontier Communications Corporation
Registration
Statement No. 333-160789
The
following e-mail message was sent by Maggie Wilderotter to all Frontier
employees on November 17, 2009.
On the
Verizon acquisition
front, there is a lot going on. We continue to make progress in our
State and Federal Regulatory approvals. As you know, we have three
states that have approved our deal and we have 6 to go. Our “Top Gun” Regulatory
team is working day and night to get these over the finish
line. The FCC is also on track to provide approval in the
January/February, 2010 timeframe.
I know
many of you have read the stories in the media about certain stakeholders who
are nervous that this Verizon acquisition would not be good. Nothing
could be farther from the truth! Frontier is the right company to
deliver voice, video and data products to these 4.8M customers who have
not been a Verizon priority for many years. Those who say otherwise are
jeopardizing your jobs and our future. This transaction is important
to Frontier so we can continue to grow and be competitive in our
offerings.
We have
structured this Verizon deal to enable us to be financially strong and we have
the systems and capabilities to absorb these markets. Of course there
will be a lot of hard work to integrate these markets but we have a seasoned
team of professionals who know how to do this. Many are trying to
compare us to Fairpoint Communications, a small Telco who purchased customers
from Verizon 3+ years ago in New England. Since the acquisition,
things have not gone well for Fairpoint and they filed for Bankruptcy last
month. I want to emphasize that we are not like them at
all! Fairpoint, for
the past 3 ½ years has failed to meet its service commitments, send accurate
bills and provide great products. They have lots of excuses for not doing
what is right for customers and they blame everyone but
themselves. Fairpoint took on too much debt and didn’t have scalable
systems – nor did they have experience and a track record for successfully
integrating acquisitions. The timing of their problems has not helped us; we are
spending a lot of extra time with regulators and the media on differentiating
Frontier from Fairpoint.
I know
there has been negative press about whether we will get approvals in the
remaining states. We truly believe that we will so please do not let
media sensationalism and speculation worry you – it is just part of the vetting
process to get to approval. Everyone gets to voice their opinions and
we have a strong rebuttal for all of the issues that have been
raised.
Our dedicated transition teams
are working closely with Verizon on all of the closing and integration
projects and they feel good about our progress. We are still on track
to close the transaction in the second quarter of 2010. I will keep you posted on our
progress and watch the Link for further in depth updates on the Verizon
transaction.
Sincerely,
Maggie
Maggie
Wilderotter
Chairman
and CEO
Frontier
Communications
3 High
Ridge Park
Stamford,
CT 06905
Forward-Looking
Language
This
presentation contains forward-looking statements that are made pursuant to the
safe harbor provisions of The Private Securities Litigation Reform Act of
1995. These statements are made on the basis of management’s views and
assumptions regarding future events and business performance. Words such
as “believe,” “anticipate,” “expect” and similar expressions are intended to
identify forward-looking statements. Forward-looking statements (including
oral representations) involve risks and uncertainties that may cause actual
results to differ materially from any future results, performance or
achievements expressed or implied by such statements. These risks and
uncertainties are based on a number of factors, including but not limited
to: Our ability to complete the acquisition of access lines from
Verizon; the failure to obtain, delays in obtaining or adverse conditions
contained in any required regulatory approvals for the Verizon transaction; the
failure to receive the IRS ruling approving the tax-free status of the Verizon
transaction; the ability to successfully integrate the Verizon operations into
Frontier’s existing operations; the effects of increased expenses due to
activities related to the Verizon transaction; the ability to migrate Verizon’s
West Virginia operations from Verizon owned and operated systems and processes
to Frontier owned and operated systems and processes successfully; the risk that
the growth opportunities and cost synergies from the Verizon transaction may not
be fully realized or may take longer to realize than expected; the sufficiency
of the assets to be acquired from Verizon to enable us to operate the acquired
business; disruption from the Verizon transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the effects of
greater than anticipated competition requiring new pricing, marketing strategies
or new product or service offerings and the risk that we will not respond on a
timely or profitable basis; reductions in the number of our access lines and
High-Speed Internet subscribers; our ability to sell enhanced and data services
in order to offset ongoing declines in revenue from local services, switched
access services and subsidies; the effects of ongoing changes in the regulation
of the communications industry as a result of federal and state legislation and
regulation; the effects of competition from cable, wireless and other wireline
carriers (through voice over internet protocol (VOIP) or otherwise); our ability
to adjust successfully to changes in the communications industry and to
implement strategies for improving growth; adverse changes in the credit markets
or in the ratings given to our debt securities by nationally accredited ratings
organizations, which could limit or restrict the availability, or increase the
cost, of financing; reductions in switched access revenues as a result of
regulation, competition and/or technology substitutions; the effects of changes
in both general and local economic conditions on the markets we serve, which can
impact demand for our products and services, customer purchasing decisions,
collectability of revenue and required levels of capital expenditures related to
new construction of residences and businesses; our ability to effectively manage
service quality; our ability to successfully introduce new product offerings,
including our ability to offer bundled service packages on terms that are both
profitable to us and attractive to our customers; changes in accounting policies
or practices adopted voluntarily or as required by generally accepted accounting
principles or regulators; our ability to effectively manage our operations,
operating expenses and capital expenditures, to pay dividends and to repay,
reduce or refinance our debt; the effects of bankruptcies and home foreclosures,
which could result in increased bad debts; the effects of technological changes
and competition on our capital expenditures and product and service offerings,
including the lack of assurance that our ongoing network improvements will be
sufficient to meet or exceed the capabilities and quality of competing networks;
the effects of increased medical, retiree and pension expenses and related
funding requirements; changes in income tax rates, tax laws, regulations or
rulings, and/or federal or state tax assessments; the effects of state
regulatory cash management policies on our ability to transfer cash among our
subsidiaries and to the parent company; our ability to successfully renegotiate
union contracts expiring in 2009 and thereafter; declines in the value of our
pension plan assets, which could require us to make contributions to the pension
plan beginning no earlier than 2010; our ability to pay dividends in respect of
our common shares, which may be affected by our cash flow from operations,
amount of capital expenditures, debt service requirements, cash paid for income
taxes and our liquidity; the effects of any unfavorable outcome with respect to
any of our current or future legal, governmental or regulatory proceedings,
audits or disputes; the possible impact of adverse changes in political or other
external factors over which we have no control; and the effects of hurricanes,
ice storms or other severe weather. These and other uncertainties related
to our business are described in greater detail in our filings with the
Securities and Exchange Commission, including our reports on Forms 10-K and
10-Q, and the foregoing information should be read in conjunction with these
filings. We undertake no obligation to publicly update or revise any
forward-looking statements or to make any other forward-looking statement,
whether as a result of new information, future events or otherwise unless
required to do so by securities laws.
Additional
Information and Where to Find It
This
filing is not a substitute for the definitive prospectus/proxy statement
included in the Registration Statement on Form S-4 that Frontier filed, and the
SEC has declared effective, in connection with the proposed transactions
described in the definitive prospectus/proxy statement. INVESTORS ARE URGED
TO READ THE DEFINITIVE PROSPECTUS/PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION, INCLUDING DETAILED RISK FACTORS. The definitive
prospectus/proxy statement and other documents filed or to be filed by Frontier
with the SEC are or will be available free of charge at the SEC’s website,
www.sec.gov, or by directing a request when such a filing is made to Frontier, 3
High Ridge Park, Stamford, CT 06905-1390, Attention: Investor
Relations.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy 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 such
jurisdiction.
Frontier’s
stockholders approved the proposed transactions on October 27, 2009, and no
other vote of the stockholders of Frontier or Verizon is required in connection
with the proposed transactions.