Long-Term Debt | (8) Long-Term Debt : The activity in long-term debt is summarized as follows: For the nine months ended September 30, 2023 Principal January 1, Payments New September 30, ($ in millions) 2023 and Retirements Borrowings 2023 Secured debt issued by Frontier $ 8,113 $ ( 11 ) $ 750 $ 8,852 Secured debt issued by subsidiaries 100 ( 53 ) 1,586 1,633 Unsecured debt issued by subsidiaries 750 - - 750 Principal outstanding $ 8,963 $ ( 64 ) $ 2,336 $ 11,235 Less: Debt issuance costs ( 28 ) ( 68 ) Less: Current portion ( 15 ) ( 15 ) Less: Debt premium / (discount) - ( 64 ) Plus: Unamortized fair value adjustments (1) 190 170 Total Long-term debt $ 9,110 $ 11,258 (1) Upon emergence, we adjusted the carrying value of our debt to fair value. The adjustment consisted of the elimination of the existing unamortized debt issuance costs and unamortized discounts and recording a balance of $ 236 million as a fair value adjustment. The fair value accounting adjustment is being amortized into interest expense using the effective interest method. Additional information regarding our senior secured debt, and subsidiary debt at September 30, 2023 and December 31, 2022 is as follows : September 30, 2023 December 31, 2022 Principal Interest Principal Interest ($ in millions) Outstanding Rate Outstanding Rate Secured debt issued by Frontier Term loan due 10/8/2027 $ 1,438 9.180% (Variable ) $ 1,450 8.500% (Variable ) First lien notes due 10/15/2027 1,150 5.875 % 1,150 5.875 % First lien notes due 5/1/2028 1,550 5.000 % 1,550 5.000 % First lien notes due 5/15/2030 1,200 8.750 % 1,200 8.750 % First lien notes due 3/15/2031 750 8.625 % - - Second lien notes due 5/1/2029 1,000 6.750 % 1,000 6.750 % Second lien notes due 11/1/2029 750 5.875 % 750 5.875 % Second lien notes due 1/15/2030 1,000 6.000 % 1,000 6.000 % IDRB due 5/1/2030 13 6.200 % 13 6.200 % Total secured debt issued by Frontier 8,851 8,113 Secured debt issued by subsidiaries Debentures due 11/15/2031 47 8.500 % 100 8.500 % Series 2023-1 Revenue Term Notes Class A-2 due 7/20/2028 1,120 6.600 % - Series 2023-1 Revenue Term Notes Class B due 7/20/2028 155 8.300 % - Series 2023-1 Revenue Term Notes Class C due 7/20/2028 312 11.500 % - Total secured debt issued by subsidiaries 1,634 100 Unsecured debt issued by subsidiaries Debentures due 5/15/2027 200 6.750 % 200 6.750 % Debentures due 2/1/2028 300 6.860 % 300 6.860 % Debentures due 2/15/2028 200 6.730 % 200 6.730 % Debentures due 10/15/2029 50 8.400 % 50 8.400 % Total unsecured debt issued by subsidiaries 750 750 Principal outstanding $ 11,235 7.098 % (1) $ 8,963 6.760 % (1) (1) Interest rate represents a weighted average of the stated interest rates of multiple issuances. The anticipated repayment date of July 2028 is used for the Series 2023-1 Revenue Term Notes, classes A-2 B, and C when calculating the weighted average. Summaries of our various credit and debt agreements, including our credit agreements and the indentures for our senior secured first lien and senior secured second lien notes, are contained in our Annual Report on Form 10-K including agreements filed as exhibits thereto. Credit Facilities and Term Loans Revolving Facility On March 8, 2023, Frontier Holdings entered into an amendment to its Revolving Facility, which, among other things, (i) extends the maturity with respect to the commitments of certain revolving lenders (in addition to certain amendments to springing maturity provisions); (2) amends the financial maintenance covenant for the benefit of the Revolving Facility by increasing the maximum first lien leverage ratio thereunder to 3.50 :1.00, with step-downs to: (a) 3.25 :1.00 in 2026; and (b) 3.00 :1.00 in 2027 and continuing thereafter; and (3) provides for certain amendments to debt incurrence and other restrictive covenants. The $ 900 million Revolving Facility will be available on a revolving basis until April 30, 2025 and with respect to certain lenders currently representing $ 850 million thereunder, the maturity date of the Revolving Facility will be the earliest of (a) April 30, 2028, (b) 91 days prior to the maturity date of the term loan facility, (c) unless such notes have been repaid and/or redeemed in full, the date that is 91 days prior to the stated maturity date of our 5.875 % First Lien Notes due 2027, and (d) unless such notes have been repaid and/or redeemed in full, the date that is 91 days prior to the stated maturity date of our 5.000 % First Lien Notes due 2028. At Frontier’s election, the determination of interest rates for the Revolving Facility is based on margins over the alternate base rate or over Secured Overnight Financing Rate (“SOFR”). The interest rate margin with respect to any SOFR loan under the Revolving Facility is 3.50 % or 2.50 % with respect to any alternate base rate loans, with a 0 % SOFR floor. Subject to customary exceptions and thresholds, the security package under the Revolving Facility includes pledges of the equity interests in certain of our subsidiaries, which is currently limited to certain specified pledged entities and substantially all personal property of Frontier Video, which same assets also secure our First Lien Notes. The Revolving Facility is guaranteed by the same subsidiaries that guarantee the First Lien Notes. After giving effect to approximately $ 249 million of letters of credit previously outstanding, we have $ 651 million of available borrowing capacity under the Revolving Facility. Senior Secured Notes First Lien Notes due 2031 On March 8, 2023, our consolidated subsidiary Frontier Communications Holdings, LLC (“Frontier Holdings”) issued $ 750 million aggregate principal amount of 8.625 % first lien secured notes due 2031 (the “First Lien Notes due 2031”) in an offering pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). We intend to use the net proceeds of the offering to fund capital investments and operating costs arising from our fiber build and expansion of our fiber customer base, and for general corporate purposes. The First Lien Notes due 2031 are secured by a first-priority lien, subject to permitted liens, by all the assets that secure the issuer’s obligations under its senior secured credit facilities and existing senior secured notes. The First Lien Notes due 2031 were issued pursuant to an indenture, dated as of March 8, 2023, by and among Frontier Holdings, the guarantors party thereto, the grantor party thereto, Wilmington Trust, National Association, as trustee and JPMorgan Chase Bank, N.A., as collateral agent. Fiber Securitization Transaction Secured Fiber Network Revenue Term Notes On August 8, 2023, our limited-purpose, bankruptcy remote, subsidiary, Frontier Issuer, issued $ 1.586 billion aggregate principal amount of secured Fiber Term Notes, less $ 58 million in original issue discounts, consisting of $ 1.120 billion 6.60 % Series 2023-1, Class A-2 term notes, $ 155 million 8.30 % Series 2023-1, Class B term notes and $ 312 million 11.50 % Series 2023-1, Class C term notes, each with an anticipated term ending in July 2028 (such anticipated repayment date, the “ARD”), in an offering exempt from registration under the Securities Act. We intend to use the proceeds from the offering of the Fiber Term Notes for, among other things, general corporate purposes, including potential investments or expenditures, such as capital expenditures and research and development, in line with our fiber expansion and copper migration strategies. In addition, we used a portion of the proceeds to retire and defease certain outstanding indebtedness of our subsidiary Frontier Southwest Incorporated. The Fiber Term Notes were issued as part of a securitization transaction, pursuant to which the Company’s fiber network assets and associated customer contracts in certain neighborhoods in the Dallas, Texas metropolitan area were contributed to AssetCo, a direct, wholly-owned subsidiary of Frontier Issuer. The Fiber Term Notes are secured by these fiber assets and associated customer contracts. The Fiber Term Notes were issued pursuant to an indenture, dated as of August 8, 2023 (the “Base Indenture”), as supplemented by the Series 2023-1 Supplement thereto, dated as of August 8, 2023 (the “Series 2023-1 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 2023-1 Supplement and Series 2023-2 Supplement, and any other series supplements to the Base Indenture, are referred to herein as the “Fiber Term Notes Indenture.” The table below sets forth the material terms of Fiber Term Notes as of September 30, 2023: Security Issue Date Amount Outstanding Interest Rate (1) Anticipated Repayment Date Final Maturity Date Series 2023-1, Class A-2 term notes August 8, 2023 $ 1,120,000,000 6.60 % July 20, 2028 August 20, 2053 Series 2023-1, Class B term notes August 8, 2023 $ 155,000,000 8.30 % July 20, 2028 August 20, 2053 Series 2023-1, Class C term notes August 8, 2023 $ 312,000,000 11.50 % July 20, 2028 August 20, 2053 (1) If Frontier Issuer has not repaid or refinanced any Fiber Term Note prior to the monthly payment date in July of 2028, additional interest will accrue thereon in an amount equal to the greater of (i) 5.00 % per annum and (ii) the excess amount, if any, by which the sum of the following exceeds the interest rate for such note: (A) the yield to maturity (adjusted to a “mortgage-equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the ARD for such note of the United States Treasury Security having a remaining term closest to 10 years plus (B) 5.00 % plus (C) the post-ARD note spread applicable to such Note. While the Fiber Term Notes are outstanding, scheduled payments of interest are required to be made on the Notes on a monthly basis. From and after the ARD, principal payments will also be required to be made on the Notes on a monthly basis. No principal payments will be due on the Fiber Term Notes prior to the ARD, unless certain rapid amortization or acceleration triggers are activated. The Fiber Term Notes are subject to a series of covenants and restrictions customary for transactions of this type. These covenants and restrictions include (i) that Frontier Issuer maintains a liquidity reserve account to be used to make required payments in respect of the Notes, (ii) provisions relating to optional and mandatory prepayments, including specified make-whole payments in the case of certain optional prepayments of the Fiber Term Notes prior to the monthly payment date in July 2026, (iii) certain indemnification payments in the event, among other things, that the transfers of the assets pledged as collateral for the Fiber Term Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. As provided in the Base Indenture, the Fiber Term Notes are also subject to rapid amortization in the event of a failure to maintain a stated debt service coverage ratio. A rapid amortization may be cured if the debt service coverage ratio exceeds a certain threshold for a certain period of time, upon which cure, regular amortization, if any, will resume. The Fiber Term Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the Fiber Term Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments. Securitized Financin g Facility In connection with the Fiber Term Notes, Frontier Issuer 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”). Frontier Issuer had not drawn on the Variable Funding Notes as of September 30, 2023. The Variable Funding Notes were issued pursuant to the Base Indenture, as supplemented by the Series 2023-1 Supplement and the Series 2023-2 Supplement, dated as of August 24, 2023 (the “Series 2023-2 Supplement”), in each case entered into by and among Frontier Issuer, AssetCo and the Trustee. 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”), among Frontier Issuer, AssetCo, Frontier Communications Holdings, LLC (as 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 Frontier 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 ther eof), additional interest will accrue on the Variable Funding Notes equal to 5.0 % per annum. Defeasance of Notes As of September 30, 2023, the C ompany extinguished $ 53 million of notes issued by its subsidiary Frontier Southwest Incorporated and transferred assets to an escrow account to pay the future interest and principal on the remaining $ 47 million of notes, which remain on the Company’s balance sheet as outstanding debt and restricted assets . |