Obligation FrontierCorp 8.5% ( US35906AAH14 ) en USD

FrontierCorp

100 % ▲

Etats-unis

US35906AAH14 ( en USD )

8.5% par an ( paiement semestriel )

14/04/2020 - Obligation échue

Prospectus brochure de l'obligation Frontier Communications Corp US35906AAH14 en USD 8.5%, échue

2 000 USD

172 087 000 USD

35906AAH1

N/A

Frontier Communications Corp. est une société américaine de télécommunications offrant des services de téléphonie fixe, d'internet haut débit et de télévision par câble à des clients résidentiels et commerciaux, principalement dans des zones rurales et périurbaines des États-Unis.

L'Obligation émise par FrontierCorp ( Etats-unis ) , en USD, avec le code ISIN US35906AAH14, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2020

Final Prospectus
Page 1 of 72
424B3 1 d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-167962
PROSPECTUS

FRONTIER COMMUNICATIONS CORPORATION
Offer to Exchange

Up to
Up to
Up to
Up to
$500,000,000 7.875%
$1,100,000,000 8.250%
$1,100,000,000 8.500%
$500,000,000 8.750%
Senior Notes due 2015
Senior Notes due 2017
Senior Notes due 2020
Senior Notes due 2022
originally issued by New Communications Holdings Inc.,
for

a Like Principal Amount of a Like Principal Amount of a Like Principal Amount of
a Like Principal Amount
$500,000,000 7.875% Senior
$1,100,000,000 8.250%
$1,100,000,000 8.500%
of $500,000,000 8.750%
Notes due 2015

Senior Notes due 2017
Senior Notes due 2020

Senior Notes due 2022
that have been registered under the Securities Act of 1933

Frontier Communications Corporation ("Frontier") is offering to exchange registered 7.875% Senior Notes due 2015 (the
"2015 Exchange Notes"), 8.250% Senior Notes due 2017 (the "2017 Exchange Notes"), 8.500% Senior Notes due 2020 (the
"2020 Exchange Notes") and 8.750% Senior Notes due 2022 (the "2022 Exchange Notes" and, together with the 2015
Exchange Notes, the 2017 Exchange Notes and the 2020 Exchange Notes, the "Exchange Notes") for its outstanding
unregistered 7.875% Senior Notes due 2015 (the "Original 2015 Notes"), 8.250% Senior Notes due 2017 (the "Original 2017
Notes"), 8.500% Senior Notes due 2020 (the "Original 2020 Notes") and 8.750% Senior Notes due 2022 (the "Original 2022
Notes" and, together with the Original 2015 Notes, the Original 2017 Notes and the Original 2020 Notes, the "Original
Notes"). The Original Notes and the Exchange Notes are sometimes referred to in this prospectus together as the "Notes."
The Original Notes were issued by New Communications Holdings Inc. and, following the merger of New Communications
Holdings Inc. with and into Frontier on July 1, 2010 (the "Merger"), became the obligations of Frontier.
The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that the Exchange
Notes are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions and
registration rights provisions (including the related additional interest provisions), as well as the special mandatory
redemption, escrow of proceeds and certain covenant provisions that were applicable to the Original Notes only prior to the
effective time of the Merger, do not apply to the Exchange Notes. The Original Notes may only be tendered in an amount
equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof. This offer is subject to certain
customary conditions and will expire at 5:00 p.m., New York City time, on August 13, 2010 (the "Expiration Date"), unless
extended by Frontier. The Exchange Notes will not trade on any established exchange.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by
so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such
Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Frontier
has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus available to any broker-dealer
http://www.sec.gov/Archives/edgar/data/20520/000119312510159347/d424b3.htm
7/15/2010

Final Prospectus
Page 2 of 72
for use in connection with any such resale. See "Plan of Distribution."
Please see "Risk Factors" beginning on page 8 for a discussion of certain factors you should consider in connection
with this Exchange Offer.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July 15, 2010.
http://www.sec.gov/Archives/edgar/data/20520/000119312510159347/d424b3.htm
7/15/2010

Final Prospectus
Page 3 of 72
Table of Contents
We are solely responsible for the information contained in this prospectus. We have not authorized anyone to provide
you with different information. We do not take any responsibility for any other information that others may give you. This
prospectus is not an offer to sell or a solicitation of an offer to buy the Notes in any jurisdiction or under any
circumstances in which the offer or sale is unlawful. You should not assume that the information contained in this
prospectus is accurate as of any date other than the date on the front of this prospectus or such earlier date as may be
specified in this prospectus.

TABLE OF CONTENTS

Page
WHERE YOU CAN FIND MORE INFORMATION

ii
INCORPORATION BY REFERENCE

ii
FORWARD-LOOKING STATEMENTS

iv
SUMMARY

1
RISK FACTORS

8
USE OF PROCEEDS

22
RATIO OF EARNINGS TO FIXED CHARGES

23
SELECTED FINANCIAL DATA

24
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

28
DESCRIPTION OF NOTES

38
THE EXCHANGE OFFER

55
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

63
PLAN OF DISTRIBUTION

63
LEGAL MATTERS

64
EXPERTS

64

Except as otherwise indicated, this prospectus speaks only as of its date. Neither the delivery of this prospectus nor any
exchange of any Notes shall, under any circumstances, create any implication that there has been no change in our affairs
after the date of this prospectus.

i
http://www.sec.gov/Archives/edgar/data/20520/000119312510159347/d424b3.htm
7/15/2010

Final Prospectus
Page 4 of 72
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to this Exchange
Offer. This prospectus does not contain all of the information contained in the registration statement and the exhibits to the
registration statement. You should refer to the registration statement, including the exhibits, for further information about the
Exchange Notes being offered hereby. Copies of our SEC filings, including the exhibits to the registration statement, are
available through us or from the SEC through the SEC's website or at its facilities described below.
We are subject to the information requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and the
rules and regulations thereunder, and accordingly, we file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's website at
http://www.sec.gov. You may also read and copy any document we file at the SEC's Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room. You may also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.
You may request a copy of any filings referred to above, at no cost, by contacting Frontier at the following address:
Frontier Communications Corporation
Attn: Investor Relations Department
3 High Ridge Park
Stamford, Connecticut 06905
Telephone: (866) 491-5249
E-mail: [email protected]
To obtain timely delivery of any copies of filings requested from us, please write or telephone us no later than
August 6, 2010.
INCORPORATION BY REFERENCE
We are incorporating by reference the information that we file with the SEC, which means that we are disclosing
important information to you in those documents. The information incorporated by reference is an important part of this
prospectus, and the information that we subsequently file with the SEC will automatically update and supersede information
in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we
have already filed with the SEC, and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, after the date of the initial registration statement and prior to effectiveness of the registration statement, and
prior to the expiration of the Exchange Offer under this prospectus:

· our Annual Report on Form 10-K for the fiscal year ended December 31, 2009;

· our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010;

· our prospectus filed pursuant to Rule 424(b) on June 4, 2010; and

· our Current Reports on Form 8-K filed with the SEC on January 5, 2010, January 27, 2010, January 29, 2010,
February 9, 2010, February 11, 2010, February 17, 2010, February 18, 2010, February 22, 2010, March 1, 2010,

March 10, 2010, March 24, 2010, March 26, 2010 (except as to Item 7.01 and Exhibits 99.1, 99.2, 99.3 and 99.4
thereto), March 29, 2010, April 1, 2010, April 7, 2010, April 12, 2010,

ii
http://www.sec.gov/Archives/edgar/data/20520/000119312510159347/d424b3.htm
7/15/2010

Final Prospectus
Page 5 of 72
Table of Contents
April 16, 2010, April 19, 2010, April 21, 2010, May 6, 2010, May 11, 2010, May 12, 2010, May 14, 2010, May 20,

2010, May 21, 2010, June 4, 2010, June 17, 2010, July 1, 2010 and July 7, 2010.
We are not incorporating by reference any documents or portions thereof, whether specifically listed below or filed in
the future, that are not deemed "filed" with the SEC, including any information furnished pursuant to Item 2.02 or 7.01 of
Form 8-K.
Any statement contained in this prospectus, or in a document all or a portion of which is incorporated by reference in
this prospectus, will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained or incorporated by reference in this prospectus modifies or supersedes the statement. Any such statement or
document so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.

iii
http://www.sec.gov/Archives/edgar/data/20520/000119312510159347/d424b3.htm
7/15/2010

Final Prospectus
Page 6 of 72
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies,
revenue enhancements, competitive positions, growth opportunities, plans and objectives of the management of Frontier, the
market for Frontier common stock and other matters. These forward-looking statements, including, without limitation, those
relating to the future business prospects, revenues and income of Frontier, wherever they occur in this document, speak as of
the date of this prospectus only and are necessarily estimates reflecting the best judgment of Frontier management and
involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the
forward-looking statements. These forward-looking statements should, therefore, be considered in light of various important
factors, including those set forth in, and incorporated by reference, in this prospectus.
Words such as "estimate," "project," "plan," "intend," "expect," "anticipate," "believe," "would," "should," "could" and
similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at
various places throughout this prospectus, including in the section entitled "Risk Factors." Important factors that could cause
actual results to differ materially from those indicated by such forward-looking statements include those set forth under "Risk
Factors," as well as, among others, risks and uncertainties relating to:

· for two years after the Merger with New Communications Holdings Inc. ("Spinco"), we will be limited in the

amount of capital stock that we can issue to make acquisitions or to raise additional capital;

· our indemnity obligation to Verizon Communications Inc. ("Verizon") may discourage, delay or prevent a third

party from acquiring control of us during the two-year period following the Merger in a transaction that
stockholders might consider favorable;

· the ability to successfully integrate the Spinco business (as defined herein) into Frontier's existing operations,

which integration is ongoing;

· the effects of increased expenses due to activities related to the Merger;

· the risk that the growth opportunities and cost synergies from the Merger may not be fully realized or may take

longer to realize than expected;

· the sufficiency of the assets contributed by Verizon to Spinco to enable us to operate the Spinco business on an

ongoing basis;

· our ability 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 that cannot be offset by increases in high-speed Internet ("HSI")

subscribers and sales of other products;

· the ability to sell enhanced and data services in order to offset ongoing declines in revenues 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 changes in the availability of federal and state universal funding to us and our competitors;

· the effects of competition from cable, wireless and other wireline carriers (through Voice over Internet Protocol

("VOIP"), DOCSIS 3.0, 4G or otherwise);

· our ability to adjust successfully to changes in the communications industry and to implement strategies for

growth;

iv
http://www.sec.gov/Archives/edgar/data/20520/000119312510159347/d424b3.htm
7/15/2010

Final Prospectus
Page 7 of 72
Table of Contents
· 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;

· continued reductions in switched access revenues as a result of regulation, competition or technology substitutions;

· the effects of changes in both general and local economic conditions on the markets we serve, which can affect

demand for our products and services, customer purchasing decisions, collectability of revenues and required levels
of capital expenditures related to new construction of residences and businesses;

· our ability to effectively manage service quality in our territories;

· our ability to successfully introduce new product offerings, including the ability to offer bundled service packages

on terms that are both profitable to us and attractive to customers;

· changes in accounting policies or practices adopted voluntarily or as required by generally accepted accounting

principles or regulations;

· the ability to manage effectively our operations, operating expenses and capital expenditures, and to repay, reduce

or refinance our debt;

· the effects of bankruptcies and home foreclosures, which could result in difficulty in collection of revenues and

loss of customers;

· the effects of technological changes and competition on our capital expenditures and product and service offerings,

including the lack of assurance that our 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, 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;

· the ability to successfully renegotiate union contracts expiring in 2010 and thereafter;

· declines in the value of our pension plan assets, which could require us to make contributions to the pension plan in

2011 and beyond;

· our ability to pay dividends on 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 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 natural disasters.
Any of the foregoing events, or other events, could cause financial information to vary materially from the forward-
looking statements included in this prospectus. You should consider these important factors, as well as the risk factors set
forth in this prospectus, in evaluating any statement made in this prospectus. See "Risk Factors." For the foregoing reasons,
you are cautioned against relying on any forward-looking statements. We undertake no obligation to update or revise these
forward-looking statements, except as required by law.

v
http://www.sec.gov/Archives/edgar/data/20520/000119312510159347/d424b3.htm
7/15/2010

Final Prospectus
Page 8 of 72
Table of Contents
SUMMARY
This summary highlights selected information from this prospectus and is therefore qualified in its entirety by the
more detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all
the information that is important to you. We urge you to read carefully this entire prospectus including the "Risk
Factors" section and the consolidated financial statements and related notes incorporated by reference herein. As used
in this prospectus, unless otherwise indicated, "Frontier," "the Company," "we," "our" and "us" are used
interchangeably to refer to Frontier Communications Corporation or to Frontier Communications Corporation and its
consolidated subsidiaries, as appropriate to the context.
Frontier
We are a communications company providing services to rural areas and small and medium-sized towns and cities.
We generated revenues of approximately $2.1 billion for the fiscal year ended December 31, 2009, and approximately
$519.8 million for the three months ended March 31, 2010. We operated in 24 states with approximately 2,083,000
access lines, 644,000 Internet subscribers and 176,000 video subscribers as of March 31, 2010.
Incorporated in November 1935, we are typically the leading incumbent carrier in the markets we serve and provide
the "last mile" of communications services to residential and business customers in these markets.
Following the completion on July 1, 2010 of the Merger described below, we believe that we are the nation's largest
communications services provider focused on rural areas and small and medium-sized towns and cities, and the nation's
fifth largest incumbent local exchange carrier, based on approximately 6.2 million access lines and 1.7 million
broadband connections in 27 states on a pro forma basis as of March 31, 2010. Assuming the Merger had occurred on
January 1, 2009, our revenues on a pro forma basis would have been approximately $6.1 billion for the year ended
December 31, 2009 and approximately $1.5 billion for the three months ended March 31, 2010. We had approximately
14,600 employees as of the date of this prospectus.
From May 2000 until July 31, 2008, Frontier was named Citizens Communications Company.
Merger with Spinco
On July 1, 2010, pursuant to an Agreement and Plan of Merger, dated as of May 13, 2009, as amended, by and
among Verizon, Spinco and Frontier (the "Merger Agreement"), Spinco merged with and into Frontier, with Frontier
surviving as the combined company and conducting the combined business operations of Frontier and Spinco.
Immediately prior to the Merger, Spinco, which was a subsidiary of Verizon and held the defined assets and liabilities of
the local exchange business and related landline activities of Verizon in Arizona, Idaho, Illinois, Indiana, Michigan,
Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia and Wisconsin and in portions of
California bordering Arizona, Nevada and Oregon (collectively, the "Spinco territory"), including Internet access and
long distance services and broadband video provided to designated customers in the Spinco territory (the "Spinco
business"), was spun off to Verizon Shareholders (the "Spin-Off" and, together with the Merger and other related
transactions, the "Transactions"). As a result of the Merger, Frontier will also serve approximately 300 customers in a
portion of Virginia bordering West Virginia.
At March 31, 2010, Spinco had approximately 4.1 million access lines. Verizon's Separate Telephone Operations
had operating revenues of $4.1 billion for the year ended December 31, 2009 and approximately $964 million for the
three months ended March 31, 2010.
For more information concerning the Transactions, see "Where you can find more information."

1
http://www.sec.gov/Archives/edgar/data/20520/000119312510159347/d424b3.htm
7/15/2010

Final Prospectus
Page 9 of 72
Table of Contents
Corporate Information
We are a publicly traded Delaware Corporation. Our common stock is listed on the New York Stock Exchange
under the symbol "FTR." Our principal executive offices are located at 3 High Ridge Park, Stamford, Connecticut
06905, and our telephone number is (203) 614-5600. Our website is located at www. frontier.com. The information on
our website is not part of this prospectus.
Summary of the Terms of the Exchange Offer
Background
On April 12, 2010, Spinco completed a private placement of $500,000,000
aggregate principal amount of the Original 2015 Notes, $1,100,000,000
aggregate principal amount of the Original 2017 Notes, $1,100,000,000 of
the Original 2020 Notes and $500,000,000 aggregate principal amount of
the Original 2022 Notes. Following the merger of Spinco with and into
Frontier on July 1, 2010, these Original Notes became the obligations of
Frontier. In connection with these private placements, we entered into
registration rights agreements with respect to each series of Original Notes
(collectively, the "Registration Rights Agreements"), in which we agreed,
among other things, to use our reasonable best efforts to complete an
exchange offer for each series of Original Notes following the Merger (the
"Exchange Offer").
The Exchange Offer
We are offering to exchange our 2015 Exchange Notes for a like principal
amount of our outstanding, unregistered Original 2015 Notes. We are
offering to exchange our 2017 Exchange Notes for a like principal amount
of our outstanding, unregistered Original 2017 Notes. We are offering to
exchange our 2020 Exchange Notes for a like principal amount of our
outstanding, unregistered Original 2020 Notes. We are offering to
exchange our 2022 Exchange Notes for a like principal amount of our
outstanding, unregistered Original 2022 Notes.
Original Notes may only be tendered in an amount equal to $2,000 in
principal amount or in integral multiples of $1,000 in excess thereof. See
"The Exchange Offer--Terms of the Exchange."
Resale of Exchange Notes
Based upon the position of the staff of the SEC as described in previous
no-action letters, we believe that Exchange Notes issued pursuant to the
Exchange Offer in exchange for Original Notes may be offered for resale,
resold and otherwise transferred by you without compliance with the
registration and prospectus delivery provisions of the Securities Act,
provided that you will acknowledge that:

· you are acquiring the Exchange Notes in the ordinary course of your

business and that of any beneficial owner;

· you have not participated in or engaged in, do not intend to participate

or engage in, and have no arrangement or understanding with any person
to participate or engage in a distribution of the Exchange Notes; and

2
http://www.sec.gov/Archives/edgar/data/20520/000119312510159347/d424b3.htm
7/15/2010

Final Prospectus
Page 10 of 72
Table of Contents
· you are not our "affiliate" as defined under Rule 405 of the Securities

Act.
In addition, each broker-dealer that receives Exchange Notes for its own
account in exchange for Original Notes, where such Original Notes were
acquired by such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver a prospectus
in connection with any resale of Exchange Notes during the 180 days after
the expiration of this Exchange Offer. See "Plan of Distribution."
We do not intend to apply for listing of the Exchange Notes on any
securities exchange or to seek approval for quotation of the Exchange
Notes through an automated quotation system. Accordingly, we cannot
assure you that an active market will develop upon completion of the
Exchange Offer or, if developed, that such market will be sustained or as
to the liquidity of any market.
Consequences If You Do Not Exchange Your Original Notes that are not tendered in the Exchange Offer or are not
Original Notes
accepted for exchange will continue to bear legends restricting their
transfer. You will not be able to offer or sell such Original Notes unless:

· you are able to rely on an exemption from the requirements of the

Securities Act; or

· the Original Notes are registered under the Securities Act.
After the Exchange Offer is completed, we will no longer have an
obligation to register the Original Notes, except under limited
circumstances. To the extent that Original Notes are tendered and accepted
in the Exchange Offer, the trading market for any remaining Original
Notes will be adversely affected. See "Risk Factors--If you fail to
exchange your Original Notes, they will continue to be restricted securities
and may become less liquid."
Expiration Date
The Exchange Offer will expire at 5:00 p.m., New York City time, on
August 13, 2010, the twenty-first full business day following the
commencement of the Exchange Offer, unless we extend it. See "The
Exchange Offer--Expiration Date; Extensions; Amendments."
Issuance of Exchange Notes
We will issue Exchange Notes of the applicable series in exchange for
Original Notes of that series tendered and accepted in the Exchange Offer
promptly following the Expiration Date (unless amended as described in
this prospectus). See "The Exchange Offer--Terms of the Exchange."

Certain Conditions to the Exchange Offer
The Exchange Offer is subject to certain customary conditions, which we
may amend or waive. The Exchange Offer is not conditioned upon

3
http://www.sec.gov/Archives/edgar/data/20520/000119312510159347/d424b3.htm
7/15/2010