Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
The following email was sent by Anne Meyer, Senior Vice President, Associate General Counsel and Corporate Secretary of Frontier Communications Parent, Inc. (“Frontier”), to certain employees of Frontier on October 18, 2024.
All –
On November 13, 2024, Frontier will host a special meeting of shareholders to vote on the merger agreement with Verizon and related matters. The Board of Directors unanimously recommends that you vote FOR all proposals at the special meeting. This is a critical step in completing our transaction with Verizon. As an LTI-eligible employee, you have received shares of Frontier common stock as part of your compensation, and upon the closing of the merger with Verizon, you will receive $38.50 per share in cash. Your vote is important regardless of the number of shares of Frontier common stock that you own. Please vote your shares of Frontier common stock at your earliest convenience.
Many of you hold your shares through Fidelity and should have received an e-mail with instructions (from Fidelity, or your broker if you have moved your shares) on how to vote. In addition, given the importance of every vote, our proxy solicitor Innisfree may reach out to you and other shareholders via phone. Please be aware that this is appropriate outreach, and you may vote via phone. Details regarding the special meeting and the proposals, including the merger agreement proposal, the advisory compensation proposal, and the adjournment proposal, are provided in our proxy statement filed with the SEC and available via your broker. We encourage you to read this proxy statement.
Many thanks,
Anne Meyer
Senior Vice President, Associate General Counsel and Corporate Secretary
Important Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Frontier Communications Parent, Inc. (“Frontier”) by Verizon Communications Inc. In connection with the proposed transaction, on October 7, 2024, Frontier filed a definitive proxy statement with the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING FRONTIER’S PROXY STATEMENT (IF AND WHEN AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders are or will be able to obtain the documents (if and when available) free of charge either from the SEC’s website at www.sec.gov or from Frontier’s Investor Relations webpage at www.investor.frontier.com or by contacting Frontier’s Investor Relations by e-mail at ir@ftr.com.
Forward-Looking Statements
This communication contains “forward-looking statements” pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements address our expectations or beliefs concerning future events, including, without limitation, statements that relate to the proposed transaction. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance and contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “may,” “will,” “would,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain.
A wide range of factors could materially affect future developments and performance, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to receive, on a timely basis or otherwise, the required approval of the proposed transaction by Frontier’s stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iv) the possibility that competing offers or acquisition proposals for Frontier will be made; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require Frontier to pay a termination fee; (vi) the effect of the announcement or pendency of the proposed transaction on Frontier’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating results and business generally; (vii) risks related to the proposed transaction diverting management’s attention from Frontier’s ongoing business operations; (viii) the amount of costs, fees and expenses related to the proposed transaction; (ix) the risk that Frontier’s stock price may decline significantly if the merger is not consummated; (x) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; and (xi) (A) the risk factors described in Part I, Item 1A of Risk Factors in Frontier’s most recent Annual Report on Form 10-K for the year ended December 31, 2023 and (B) the other risk factors identified from time to time in Frontier’s other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov.
This list of factors that may affect actual results and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. The Company does not intend, nor does it undertake any duty, to update any forward-looking statements.
Participants in the Solicitation
Frontier and Frontier’s directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the stockholders of Frontier in connection with the proposed transactions. Information about Frontier’s directors and executive officers is set forth in the Frontier Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2024. To the extent holdings of Frontier’s securities by its directors or executives officers have changed since the amounts set forth in such 2024 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, including the Form 4s filed by: John Harrobin on
May 7, 2024; William McGloin on
May 7, 2024 and
June 21, 2024; Scott C. Beasley on
May 7, 2024; Mark D. Nielsen on
May 7, 2024; John G. Stratton on
May 7, 2024; Veronica Bloodworth on
May 7, 2024; Alan Gardner on
May 7, 2024; Maryann Turcke on
May 30, 2024; Kevin L. Beebe on
May 30, 2024; George Haywood Young III on
May 30, 2024; Pamela L. Coe on
May 30, 2024; Lisa Chang on
May 30, 2024; Stephen Charles Pusey on
May 30, 2024; Pratabkumar Vemana on
May 30, 2024; and Margaret Mary Smyth on
May 30, 2024. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is included in Frontier’s definitive proxy statement relating to the proposed transactions, which was filed with the SEC on October 7, 2024. These documents (when available) may be obtained free of charge from the SEC’s website at
www.sec.gov or Frontier’s website at
investor.frontier.com.
