Exhibit 99.1
Frontier Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
www.frontier.com
Frontier Communications Shareholders
Approve Acquisition of Verizon Wireline Operations in 14 States
STAMFORD, Conn., Oct. 27, 2009 -- Frontier Communications Corporation
(NYSE: FTR) today announced that its shareholders have overwhelmingly voted to
adopt the merger agreement pursuant to which Frontier has agreed to acquire
Verizon Communications Inc.'s local exchange businesses in 14 states and certain
related customer relationships for long distance services, broadband Internet
access and broadband video. The shareholders also voted to approve an amendment
to Frontier's restated certificate of incorporation to increase the number of
authorized shares of Frontier common stock, and to approve the issuance of
Frontier common stock pursuant to the merger agreement.
"This is a resounding vote of support from our shareholders," said Maggie
Wilderotter, Chairman and CEO of Frontier. "This acquisition will be
transformational for Frontier, giving us greater scale, a balance sheet
approaching investment grade, and a fantastic platform for growth. Shareholder
approval marks an important milestone in the transaction process, and we're on
track for closing during the second quarter of 2010. Our entire team is hard at
work with their counterparts at Verizon to ensure a successful integration. All
of us at Frontier are looking forward to providing great products and services
to our new customers and to welcoming our new employees."
Closing of the transaction remains subject to customary closing conditions,
including receipt of regulatory approvals and completion of financing.
About Frontier Communications
Frontier Communications Corporation (NYSE: FTR) is a full-service
communications provider and one of the largest local exchange telephone
companies in the country serving rural areas and small and medium-sized towns
and cities. Frontier is included in the S&P 500 Index. Frontier Communications
offers telephone, television and Internet services, including wireless Internet
data access, as well as bundled offerings, specialized bundles for small
businesses and home offices, and data security solutions. Additional information
about Frontier is available at www.frontier.com.
Forward-Looking Language
This press release 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 do
not intend to update or revise these forward-looking statements to reflect the
occurrence of future events or circumstances.
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.
INVESTOR CONTACTS: MEDIA CONTACT:
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David Whitehouse Gregory Lundberg Brigid Smith
SVP & Treasurer Director, Investor Relations AVP Corp. Comm & Recognition
(203) 614-5708 (203) 614-5044 (203) 614-5042
david.whitehouse@frontiercorp.com greg.lundberg@frontiercorp.com brigid.smith@frontiercorp.com
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