UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13D |
Under the Securities Exchange Act of 1934
(Amendment No. 1)* |
Frontier
Communications Parent, Inc. |
(Name of Issuer) |
Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
35909D109 |
(CUSIP Number) |
Haig Maghakian,
GLENDON CAPITAL MANAGEMENT LP
2425 Olympic Blvd., Suite
500E, Santa Monica, CA 90404 Phone: 310-907-0450 |
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
October 23, 2024 |
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”)
or otherwise subject to the liabilities of that section of the Act but shall be
CUSIP No. 35909D109
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Glendon Capital Management LP (46-1394333) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b)
¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
24,215,909 |
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
24,215,909 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,215,909 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7% (1) |
14 |
TYPE OF REPORTING PERSON
IA |
|
|
|
|
|
(1) Percentage based on 249,008,399 shares of the Issuer’s Common
Stock outstanding as of October 7, 2024, as reported by the Issuer in the definitive proxy statement on Schedule 14A as filed with the
SEC on October 7, 2024.
CUSIP No. 35909D109
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Holly Kim Olson |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(c)
¨
(d)
¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
24,215,909 |
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
24,215,909 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,215,909 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7% (1) |
14 |
TYPE OF REPORTING PERSON
IN, HC |
|
|
|
|
|
(1) Percentage based on 249,008,399 shares of the Issuer’s Common
Stock outstanding as of October 7, 2024, as reported by the Issuer in the definitive proxy statement on Schedule 14A as filed with the
SEC on October 7, 2024.
CUSIP No. 35909D109
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
G2 Communication L.P. (86-2178007) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
18,929,968 |
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
18,929,968 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,929,968 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (1) |
14 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Percentage based on 249,008,399 shares of the Issuer’s Common
Stock outstanding as of October 7, 2024, as reported by the Issuer in the definitive proxy statement on Schedule 14A as filed with the
SEC on October 7, 2024.
This amendment No. 1 to Schedule 13D (this “Amendment
No. 1”) amends and supplements the Schedule 13D filed with the SEC on October 21, 2024 (the “Prior Schedule 13D”),
which amended and supplemented amendment No. 3 to the Schedule 13G filed with the SEC on February 12, 2024, by Glendon Capital Management,
LP (“GCM”), Holly Kim Olson and G2 Communication L.P. (“G2”) (collectively referred to as the “Reporting
Persons”) relating to the common stock, par value $0.01 per share (“Common Stock”), of Frontier
Communications Parent, Inc., a Delaware corporation (the “Issuer”).
Capitalized terms used but not defined in this
Amendment No. 1 shall have the meanings set forth in the Prior Schedule 13D. Except as specifically amended by this Amendment No. 1, the
Prior Schedule 13D is unchanged.
| ITEM 4. | Purpose of Transaction. |
Item 4 of the Prior Schedule 13D is hereby amended
and restated in its entirety as follows:
The Reporting Persons acquired the securities
described in this Schedule 13D for investment purposes in the ordinary course of business because they believed that the securities reported
herein, when acquired, represented an attractive investment opportunity.
On October 14, 2024, a news article was published
by Reuters stating that the Reporting Persons intend to vote against the proposed acquisition of the Issuer (the “Proposed Acquisition”)
by Verizon Communications Inc. (“Verizon”), citing sources familiar with the Reporting Persons’ plans.
On October 23, 2024, the Reporting Persons delivered
a letter (the “Letter”) to the board of directors of the Issuer (the “Issuer Board”) stating the
reasons for the Reporting Persons’ opposition to the Proposed Acquisition by Verizon and reiterating the Reporting Persons’
intention to vote against the Proposed Acquisition. The Reporting Persons also issued a press release (the “Press Release”)
on October 23, 2024 announcing the delivery of the Letter to the Issuer Board and summarizing the Reporting Persons’ opposition
and intention with respect to the Proposed Acquisition expressed in the Letter.
A copy of the Letter is attached hereto as Exhibit
99.2 and a copy of the Press Release is attached hereto as Exhibit 99.3, and each is incorporated herein by reference.
The Reporting Persons do not currently have an
intention to engage in any (i) control transaction with or in connection with the Issuer or (ii) solicitation of votes in connection with
the Proposed Acquisition or any contested election of directors of the Issuer.
The Reporting Persons have engaged and will continue
to engage in discussions regarding the Proposed Acquisition with other securityholders of the Issuer, the Issuer Board and management,
Verizon’s board of directors and management, and other relevant parties. The Reporting Persons may engage in discussions with management,
the Issuer Board and management, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause
the Issuer or such persons to consider or explore other extraordinary corporate transactions, such as: a merger, reorganization or take-private
transaction; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the
capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including
changes in management or the composition of the Issuer Board. The Reporting Persons may acquire additional securities of the Issuer, or
retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. Any actions the
Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited
to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s
securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities;
and other future developments.
To facilitate their consideration of such matters,
the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third
parties. The Reporting Persons may exchange information with any such persons and may enter into to appropriate confidentiality or similar
agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of
various possible courses of action before forming any intention to pursue any particular plan or direction.
Other than as described above, the Reporting Persons
do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of
Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different
plans or proposals with respect thereto at any time.
| ITEM 7. | Material to Be Filed as Exhibits. |
The
exhibit list in Item 7 of the Prior Schedule 13D is hereby amended and supplemented by adding Exhibit 99.2 and Exhibit 99.3 and
the remainder of Item 7 of the Prior Schedule 13D is unchanged and the exhibits listed therein have been previously filed.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Glendon
Capital Management, L.P. |
|
|
|
October
24, 2024 |
By: |
/s/
Haig Maghakian |
|
|
Chief
Compliance Officer / General Counsel |
|
|
|
October
24, 2024 |
/s/
Holly Kim Olson |
|
|
|
|
G2
Communication L.P. |
|
|
|
October 24, 2024 |
By: |
/s/
Haig Maghakian |
|
|
Glendon
Capital Associates II, LLC its General Partner |
Exhibit 99.2
October 23, 2024
Frontier Communications Parent, Inc.
1919 McKinney Ave.
Dallas, TX 75201
Attention: Board of Directors
Dear Members of the Frontier Communications Parent, Inc.
(“Frontier” or the “Company”) Board of Directors (the “Board”):
As you know, Glendon Capital Management LP (“Glendon”)
is a longtime investor in Frontier, first as a holder of the Company’s debt through the bankruptcy process, and more recently as
a nearly 10% shareholder following Frontier’s successful emergence from Chapter 11 in 2021. Our current shareholding makes us one
of Frontier’s largest owners.
Frontier has established itself as a best-in-class
fiber builder and operator, becoming the largest independent fiber player in only a handful of years. Glendon has been, and remains, incredibly
supportive of the management team—which we helped vet and select during the bankruptcy—for successfully executing an industry-leading
fiber expansion strategy and delivering a positive inflection in earnings. We have confidence Frontier’s management can continue
this differentiated success, with the Company now set up for sustained growth well ahead of its peers. The opportunity to continue the
fiber strategy and reach 10 million total locations remains an exciting outcome to us, and we are aligned with the vision to build “Gigabit
America” given our belief in the importance of fiber as a critical U.S. infrastructure asset.
While we are not opposed to a sale, we believe
the proposed acquisition of Frontier by Verizon Communications Inc. (“Verizon”) at a price of $38.50 per share (the “Verizon
Transaction”) substantially undervalues the Company’s existing assets and the future upside potential that rightfully belongs
to Frontier shareholders. Certainly, we recognize the strategic merits of combining with a U.S. wireless carrier as the telecommunications
industry continues to converge, but we believe a sale at this price does not adequately capture Frontier’s progress and momentum.
Further, the Board’s decision to set the
record date before it was announced in the proxy and then to rush a shareholder vote so soon thereafter is both perplexing and
disappointing. Importantly, Frontier is expected to release its third quarter earnings in early November and management has promised
an investor conference to discuss their outlook and vision. With the current voting deadline on November 13, shareholders are being
deprived of this critical opportunity to understand the standalone case for the Company. We find these decisions to be disenfranchising
to shareholders.
Accordingly, absent a price that appropriately
reflects the value of Frontier’s assets and the Company’s earnings trajectory—and an extension of the record date and
date of the special meeting of stockholders— we intend to vote our shares against the Verizon Transaction at Frontier’s upcoming
special meeting of stockholders. We simply cannot support $38.50 per share as we have confidence there will be future opportunities to
realize a valuation for Frontier well in excess of Verizon’s current offer.
We believe Frontier’s enterprise value
(“EV”) is at least $26 billion today, 30% higher than the current $20 billion EV ascribed from the Verizon Transaction.
Based on a review of the Company’s proxy,
Frontier’s Board and Strategic Review Committee relied in large part upon discounted free cash flow (“DCF”), comparable
company, and precedent M&A multiple analyses from their respective financial advisors that we believe were fundamentally flawed.
Frontier is a uniquely superior fiber infrastructure
asset, by far the largest pure-play fiber provider and growing earnings significantly faster than its peers while also delivering above
average EBITDA margins and normalized cash flow conversion. Frontier’s differentiated success with fiber expansions, superior growth
trajectory, and earnings profile render the peer comparable analysis irrelevant and therefore inadequate as a valuation methodology. Precedent
fiber transactions (relevant ones) and an accurate DCF analysis are required to properly value Frontier.
| · | The Verizon Transaction’s $20 billion EV
for Frontier represents 8.5x EV/EBITDA (2025E street consensus estimate). The Company’s closest comparable public telecom peer,
with respect to quality of earnings and growth projections, is T-Mobile, currently trading at ~11x EV/EBITDA (2025E). This multiple is
the most appropriate when adjusting public peers for differences in growth and cash flow. Further, we believe the appropriate private
market multiple range is 15-20x, currently being tested by at least one rumored sale process of a comparable fiber asset. Though again,
the differences in cash flow timing and trajectory, among many other factors, render this overly simplistic approach insufficient. |
|
|
|
See Note 1 |
|
See
Note 2 |
| · | Surprisingly, neither financial advisor mentions
the July 2024 acquisition of Metronet by a joint venture between T-Mobile and KKR, the most recent and relevant comparable transaction.
Nor do they mention the April 2024 acquisition of Lumos by T-Mobile and EQT. We believe these transactions created a clear market
value for fiber assets of approximately $4,700 per location passed (range of $4,000-$5,000 based on bounds of reasonable assumptions),
versus the current Verizon Transaction which implies a value for Frontier’s fiber passings at an unjustifiable discount, even when
giving no value to copper assets (which generated nearly $700 million of TTM EBITDA through 6/30/24). |
| · | Metronet is a particularly relevant comparable
asset, as Frontier shares similar overall fiber penetration and both networks are executing a multi-year expansion. Further, Metronet
transacted most recently and best represents the current market valuation for fiber assets. Reviewing the history outlined in the proxy,
we noted Verizon proactively initiated discussion with Frontier just before the Metronet deal was publicly announced. To maximize comparability
and reduce the assumptions needed, we choose to look at EV today relative to fiber passings today, understanding that both Metronet and
Frontier have plans to build additional fiber in the future. |
| · | When considering the value per fiber passing
established by the Metronet and Lumos deals, and assigning zero value to copper assets, a minimum enterprise value for Frontier of $26
billion ($61 per share) is easily supported. |
See Note 3
| · | Frontier’s recent activity in the ABS market
saw the Company raise debt at roughly $3,400 per passing, before adding in any equity layer. Assuming even a razor thin 5.5%
equity cushion for the ABS transaction implies a value for fiber of $3,600 per passing, and when applied to Frontier’s 7.2 million
fiber passings, as of June 2024, yields a valuation of $26 billion. |
| · | The DCF analysis in the Company’s proxy
is equally amiss. With management’s proxy Standalone Case forecasting a 12.6% CAGR in adjusted unlevered free cash flow (“uFCF”)
in the years leading up to terminal, the 1.25% terminal growth rate assumed by the advisors (average over the ranges) is much too low.
Frontier’s growth is driven by gradually increasing fiber penetration, thus a near complete evaporation of the growth rate at the
terminal year is nonsensical. Moreover, the weighted average cost of capital (“WACC”) assumed by the advisors does not capture
any value created when considering Verizon’s significantly lower cost of capital. |
| · | Any choice of WACC and terminal growth rate can
be translated to an implied EV/EBITDA multiple. Looking at the assumptions used by the financial advisors presented in the proxy, on average
across their respective ranges, results in an implied terminal multiple of only 6.7x. This multiple, in the context of Frontier’s
cash flow growing at 12.6% (5y CAGR) leading up to the terminal year, is entirely inconsistent with the observable universe of public
comparable companies. There is an intellectual disconnect between Frontier’s growth and the valuation metrics used in the proxy
DCF analysis. |
See Note 4
| · | Simply, we disagree with the financial advisors’
terminal growth rate assumptions when considering the trend presented in the Standalone Case. The proxy DCF uses a range of 0.75% - 1.75%
for terminal growth. In the most basic approach, we believe a realistic growth rate to be 2.5% - 3.5%, resulting in an EV for Frontier
of $24 - $28 billion ($53 - $68 per share). |
| · | For a more nuanced approach, we adopt a WACC
consistent with the financial advisors’ range and then replace the growth rate collapse in the proxy DCF with a gradual decline
over time, three years as a reasonable case. |
| · | A modest terminal growth rate range of 2.0%
- 2.5%, after a three year phase in period, and WACC of 8% in the DCF analysis yields an EV of $24 - $26 billion ($53 - $61 per share). |
| · | Lastly, the $38.50 per share price gives no consideration
to the opportunity available to Verizon from operating synergies and the ability to pursue the Unconstrained Capital Case, as described
in the proxy. If Frontier continues to execute as expected, with fiber passings nearing management’s target and free cash flow
inflecting to positive, acquiring Frontier at an enterprise value of $26 billion would still be a bargain when factoring in even a portion
of these opportunities. |
Frontier’s strategic review process and
decision to sell was ill-timed and commenced before the Company had reported key results from its fiber network upgrade and before the
strategic value of fiber in the emerging world of wireless convergence had further crystalized. The timing of the record date and special
meeting for the Verizon Transaction only serve to exacerbate our concerns, as they deprive shareholders of necessary information and time
to properly evaluate their options.
At the current price, Verizon would be walking
away with a steal. This simply cannot be allowed without objection. Our analysis of the most recent and relevant comparable transactions
as well as expected future cash flows both prove the inadequacy of a $20 billion enterprise valuation for Frontier.
We urge the Board to go back to the negotiation
table to obtain an increased offer from Verizon in accordance with the value of Frontier’s assets and the Company’s exciting
growth prospects. Until then, Glendon will be voting against the Verizon Transaction.
Sincerely,
/s/
Holly Kim Olson |
|
|
|
Holly Kim Olson |
|
Partner |
|
Glendon Capital Management LP |
|
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE
YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. GLENDON CAPITAL MANAGEMENT IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS
IF SENT. GLENDON CAPITAL MANAGEMENT IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
This letter does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities described herein in any state to any person. This letter does not recommend
the purchase or sale of a security. There is no assurance or guarantee with respect to the prices at which any securities of Frontier
Communications Parent, Inc. (the "Company") will trade, and such securities may not trade at prices that may be implied
herein. In addition, this letter and the discussions and opinions herein are for general information only, and are not intended to provide
financial, legal or investment advice. Each shareholder of the Company should independently evaluate the proxy materials and make a decision
that aligns with their own financial interests, consulting with their own advisers, as necessary.
This letter contains forward-looking statements.
Forward-looking statements are statements that are not historical facts and may include projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations,
services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified
by the words "expects", "anticipates", "believes", "intends", "estimates", "plans",
"will be" and similar expressions. Although Glendon Capital ("Glendon ") believes that the expectations reflected
in forward-looking statements contained herein are reasonable, investors are cautioned that forward-looking information and statements
are subject to various risks and uncertainties—many of which are difficult to predict and are generally beyond the control of Glendon
or the Company—that could cause actual results and developments to differ materially from those expressed in, or implied or projected
by, the forward-looking information and statements. In addition, the foregoing considerations and any other publicly stated risks and
uncertainties should be read in conjunction with the risks and cautionary statements discussed or identified in the Company's public filings
with the U.S. Securities and Exchange Commission, including those listed under "Risk Factors" in the Company's annual reports
on Form 10-K and quarterly reports on Form 10-Q and those related to the Pending Transaction (as defined below). The forward-looking
statements speak only as of the date hereof and, other than as required by applicable law, Glendon does not undertake any obligation to
update or revise any forward-looking information or statements. Certain information included in this press release is based on data obtained
from sources considered to be reliable. Any analyses provided herein is intended to assist the reader in evaluating the matters described
herein and may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different
results. Accordingly, any analyses should not be viewed as factual and should not be relied upon as an accurate prediction of future results.
All figures are estimates and, unless required by law, are subject to revision without notice.
Glendon’s fund currently beneficially owns
shares of the Company. This fund is in the business of trading (i.e., buying and selling) securities and intends to continue trading
in the securities of the Company. You should assume this fund will from time to time sell all or a portion of its holdings of the Company
in open market transactions or otherwise, buy additional shares (in open market or privately negotiated transactions or otherwise), or
trade in options, puts, calls, swaps or other derivative instruments relating to such shares. Consequently, Glendon’s beneficial
ownership of shares of, and/or economic interest in, the Company may vary over time depending on various factors, with or without regard
to Glendon’s views of the pending transaction involving the Company and Verizon Communications (the "Pending Transaction")
or the Company's business, prospects, or valuation (including the market price of the Company's shares), including, without limitation,
other investment opportunities available to Glendon, concentration of positions in the portfolios managed by Glendon, conditions in the
securities markets, and general economic and industry conditions. Without limiting the generality of the foregoing, in the event of a
change in the Company's share price on or following the date hereof, Glendon’s funds may buy additional shares or sell all or a
portion of its holdings of the Company (including, in each case, by trading in options, puts, calls, swaps, or other derivative instruments
relating to the Company's shares). Glendon also reserves the right to change the opinions expressed herein and its intentions with respect
to its investment in the Company, and to take any actions with respect to its investment in the Company as it may deem appropriate, and
disclaims any obligation to notify the market or any other party of any such changes or actions, except as required by law.
Notes:
| 1. | “Frontier Proxy” refers to the Standalone Case presented in the Company proxy materials. EBITDA
and margin for the peer set, including FYBR, are street consensus estimates available from Bloomberg as of October 18, 2024. “5y
Fwd Avg” is the average over the period from 2024 through 2028, inclusive. “Long Term Avg” is the average over the period
from 2029 through 2031, inclusive. |
| 2. | “Fwd EBITDA 5y CAGR” is over the period from 2024 to 2029. |
| 3. | Metronet and Lumos EV per passing derived from publicly available information and industry analyst reports.
Fronter EV per passing based on 7.2M passings as of 6/30/24 and zero value for copper assets. |
| 4. | Adjusted unlevered free cash flow from the Standalone Case as presented in the Company proxy. |
Exhibit 99.3
Glendon Capital Management Sends Letter to Frontier
Communications Board of Directors Opposing Sale to Verizon for $38.50 Per Share
Will Vote Against Verizon Transaction at Current
Price as it Significantly Undervalues Frontier’s Assets and Earnings Trajectory
Frontier’s Board Relied on Fundamentally
Flawed DCF and Peer Analysis
Believes Frontier’s Enterprise Value is
at Least $26 Billion, 30% Higher than the Current $20 Billion Enterprise Value Ascribed from the Verizon Transaction
Urges Extension of Record Date and Date of Special
Meeting of Stockholders
LOS ANGELES, October 23, 2024 –
Glendon Capital Management LP (“Glendon”), a private investment firm which is one of the largest shareholders of Frontier
Communications Parent, Inc. ("Frontier" or the "Company") (NASDAQ: FYBR), owning nearly 10% of the outstanding
shares of the Company’s common stock, today sent a letter to Frontier’s Board of Directors (the “Board”) regarding
Glendon’s decision to vote against the proposed acquisition of Frontier by Verizon Communications Inc. (“Verizon”) at
a price of $38.50 per share (the “Verizon Transaction”).
In the letter, Glendon expressed its belief that
Frontier’s enterprise value is at least $26 billion today, 30% higher than the current $20 billion enterprise value ascribed from
the Verizon Transaction, based on an analysis of the most recent and relevant comparable transactions as well as Frontier’s expected
future cash flows.
Additionally, Glendon expressed its disappointment
with the Board’s illogical and rushed setting of the record date and special meeting of stockholders, and urged an extension of
both dates to enable shareholders to fully understand the standalone case for Frontier.
The full text of the letter can be accessed by
clicking the following link: Letter to Frontier’s Board.
Disclaimers
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE
YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. GLENDON CAPITAL MANAGEMENT IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS
IF SENT. GLENDON CAPITAL MANAGEMENT IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
This letter does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities described herein in any state to any person. This letter does not recommend
the purchase or sale of a security. There is no assurance or guarantee with respect to the prices at which any securities of Frontier
Communications Parent, Inc. (the "Company") will trade, and such securities may not trade at prices that may be implied
herein. In addition, this letter and the discussions and opinions herein are for general information only, and are not intended to provide
financial, legal or investment advice. Each shareholder of the Company should independently evaluate the proxy materials and make a decision
that aligns with their own financial interests, consulting with their own advisers, as necessary.
This letter contains forward-looking statements.
Forward-looking statements are statements that are not historical facts and may include projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations,
services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified
by the words "expects", "anticipates", "believes", "intends", "estimates", "plans",
"will be" and similar expressions. Although Glendon Capital ("Glendon ") believes that the expectations reflected
in forward-looking statements contained herein are reasonable, investors are cautioned that forward-looking information and statements
are subject to various risks and uncertainties—many of which are difficult to predict and are generally beyond the control of Glendon
or the Company—that could cause actual results and developments to differ materially from those expressed in, or implied or projected
by, the forward-looking information and statements. In addition, the foregoing considerations and any other publicly stated risks and
uncertainties should be read in conjunction with the risks and cautionary statements discussed or identified in the Company's public filings
with the U.S. Securities and Exchange Commission, including those listed under "Risk Factors" in the Company's annual reports
on Form 10-K and quarterly reports on Form 10-Q and those related to the Pending Transaction (as defined below). The forward-looking
statements speak only as of the date hereof and, other than as required by applicable law, Glendon does not undertake any obligation to
update or revise any forward-looking information or statements. Certain information included in this press release is based on data obtained
from sources considered to be reliable. Any analyses provided herein is intended to assist the reader in evaluating the matters described
herein and may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different
results. Accordingly, any analyses should not be viewed as factual and should not be relied upon as an accurate prediction of future results.
All figures are estimates and, unless required by law, are subject to revision without notice.
Glendon’s fund currently beneficially owns
shares of the Company. This fund is in the business of trading (i.e., buying and selling) securities and intends to continue trading in
the securities of the Company. You should assume this fund will from time to time sell all or a portion of its holdings of the Company
in open market transactions or otherwise, buy additional shares (in open market or privately negotiated transactions or otherwise), or
trade in options, puts, calls, swaps or other derivative instruments relating to such shares. Consequently, Glendon’s beneficial
ownership of shares of, and/or economic interest in, the Company may vary over time depending on various factors, with or without regard
to Glendon’s views of the pending transaction involving the Company and Verizon Communications (the "Pending Transaction")
or the Company's business, prospects, or valuation (including the market price of the Company's shares), including, without limitation,
other investment opportunities available to Glendon, concentration of positions in the portfolios managed by Glendon, conditions in the
securities markets, and general economic and industry conditions. Without limiting the generality of the foregoing, in the event of a
change in the Company's share price on or following the date hereof, Glendon’s funds may buy additional shares or sell all or a
portion of its holdings of the Company (including, in each case, by trading in options, puts, calls, swaps, or other derivative instruments
relating to the Company's shares). Glendon also reserves the right to change the opinions expressed herein and its intentions with respect
to its investment in the Company, and to take any actions with respect to its investment in the Company as it may deem appropriate, and
disclaims any obligation to notify the market or any other party of any such changes or actions, except as required by law.
Contacts:
Gasthalter & Co.
Glendon@Gasthalter.com
(212) 257-4170
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