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
Help us ensure that West Virginia stays in the broadband fast-lane.
For more information on why the PSC needs to approve the transaction visit
www.broadbandwv.com frontier Communications West Virginia’s New Communications
Frontier Frontier Communications is dedicated to West Virginia and prepared to
invest in the broadband infrastructure needed to keep West Virginia competitive
in the 21st Century frontier Communications
Frontier Communications is poised to become West Virginia’s leading
communications provider. Frontier has filed with the West Virginia Public
Service Commission to purchase Verizon’s landline operations in our state. This
is a good deal for West Virginia because: Frontier is already the second largest
telecommunications company in West Virginia, serving approximately 142,000
access lines and 48,000 high-speed customers. Frontier, whose origins date back
approximately 75 years, also specializes in serving rural areas and small to
medium-sized cities – exactly the kind of areas we will acquire in West
Virginia. Frontiers broadband service reaches 92% of the household, in its
existing territories in West Virginia, compared to 60% availability of Verizon
broadband in West Virginia. Frontier wants to extend broadband availability to
the West Virginia households it will be acquiring. After the transaction,
Frontier is expected to be a Fortune 500 company and the largest rural
communications provider in the U.S. West Virginia will be the new Frontier’s
largest service area, and we plan to establish a new regional headquarters in
Charleston that will bring investment and jobs to the community. Frontier is
dedicated to the new customers and employees we will gain in West Virginia.
Frontier’s primary value is “Put the Customer First.” We are focused on
delivering a customer experience that exceeds expectations. Frontier will invest
in the Verizon West Virginia network and meet all regulatory obligations,
including the PSC-approved Retail Service Quality Plan. Frontier will honor all
of the collective bargaining agreements and continue existing employee benefits
plans. Furthermore, Frontier will maintain employment for 18 months after
closing for all employees who are Installers or Technicians. Frontier knows that
achieving service and business goals depends upon an experienced staff that puts
the customer first. Frontier intends to grow its business by investing and
expanding broadband in West Virginia, and that means more jobs that stay in West
Virginia. frontier Communications
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.