Frontier Communications Parent (FYBR) 8-KFrontier Stockholders Approve Acquisition by Verizon

Frontier Stockholders Approve Acquisition by Verizon

DALLAS -- (BUSINESS WIRE) -- Frontier Communications Parent, Inc. (NASDAQ: FYBR) (“Frontier” or the “Company”) today announced that its stockholders approved the acquisition by Verizon Communications Inc. (NYSE, NASDAQ: VZ) (“Verizon”) at its special meeting held on November 13, 2024. Approximately 63% of stockholders voted “For” the merger agreement proposal, with ten of the company’s top 12 stockholders voting to approve the transaction.

On September 5, 2024, Frontier and Verizon announced they had entered into a merger agreement, pursuant to which Verizon would acquire Frontier in an all-cash transaction. Frontier stockholders will receive $38.50 per share in cash, representing a premium of 37% to Frontier’s unaffected share price on September 3, 2024. The transaction is expected to close by the first quarter of 2026, subject to receipt of certain regulatory approvals and other customary closing conditions.

“Today’s vote demonstrates the strong value of the fiber business we have built over the past four years and our ability to expand access to reliable connectivity for more Americans,” said Nick Jeffery, President and Chief Executive Officer, Frontier. “We look forward to closing this transaction by the first quarter of 2026 and beginning to deliver our premium fiber offering to millions more customers across our combined network.”

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.