Obligation Frontier Communications Corp 9.25% ( US35906AAL26 ) en USD

Frontier Communications Corp

65 % ▲

Etas-Unis

US35906AAL26 ( en USD )

9.25% par an ( paiement semestriel )

30/06/2021 - Obligation échue

Prospectus brochure de l'obligation Frontier Communications Corp US35906AAL26 en USD 9.25%, échue

1 000 USD

500 000 000 USD

35906AAL2

N/A

L'Obligation émise par Frontier Communications Corp ( Etas-Unis ) , en USD, avec le code ISIN US35906AAL26, paye un coupon de 9.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2021

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/20520/000119312512239385/d...
424B5 1 d343061d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-181299
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Aggregate
Registration
Title of each class of securities offered

Offering Price

Fee(1)
9.250% Senior Notes due 2021

$500,000,000
$57,300

(1) Calculated in accordance with Rule 457(r)
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 10, 2012

We are offering $500,000,000 aggregate principal amount of our 9.250% Senior Notes due 2021. We wil pay
interest on the notes semi-annual y in arrears on January 1 and July 1 of each year, commencing on January 1, 2013.
The notes wil mature on July 1, 2021. Interest wil accrue from May 22, 2012.
We may, at our option, redeem some or al of the notes at any time, by paying a make-whole premium, plus
accrued and unpaid interest, if any, to the date of the redemption. Upon the occurrence of a change of control triggering
event (as defined), we wil be required to offer to repurchase the notes at 101% of the principal amount thereof, plus
accrued and unpaid interest, if any.
The notes wil be our senior obligations. The notes wil rank equal y with all of our other unsecured senior
indebtedness from time to time outstanding.
The notes wil not be listed on any exchange or quoted on any automated dealer quotation system. Currently, there
is no public market for the notes.
Investing in the notes involves risks. See "Supplemental Risk Factors" beginning on page S-9 for a
discussion of factors that you should consider carefully before investing in the notes.

Underwriting
Discounts and
Proceeds to

Price to Public(1)

Commissions

Frontier
Per Note

100.00%

1.875%

98.125%
Total

$ 500,000,000

$9,375,000

$490,625,000

(1) Plus accrued interest, if any, from May 22, 2012, if settlement occurs after that date.

Delivery of the notes in book-entry form through The Depository Trust Company wil be made on or about May 22,
2012.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
Joint Book-Running Managers

Deutsche Bank Securities

Barclays

Morgan Stanley

RBS
Co-Managers

Citigroup

Credit Suisse

J.P. Morgan
Mitsubishi UFJ Securities

TD Securities
Goldman, Sachs & Co.

RBC Capital Markets

Raymond James
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The date of this prospectus supplement is May 17, 2012.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-ii

SUMMARY
S-1

SUPPLEMENTAL RISK FACTORS
S-9

USE OF PROCEEDS
S-13
CAPITALIZATION
S-14
DESCRIPTION OF OTHER INDEBTEDNESS
S-15
DESCRIPTION OF THE NOTES
S-18
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-35
BENEFIT PLAN INVESTOR CONSIDERATIONS
S-41
UNDERWRITING
S-43
CONFLICTS OF INTEREST
S-46
LEGAL MATTERS
S-46
EXPERTS
S-46
WHERE YOU CAN FIND MORE INFORMATION
S-46
INCORPORATION BY REFERENCE
S-47
PROSPECTUS

ABOUT THIS PROSPECTUS
1
OUR COMPANY
1
RISK FACTORS
2
USE OF PROCEEDS
2
RATIO OF EARNINGS TO FIXED CHARGES
2
DESCRIPTION OF DEBT SECURITIES
2
PLAN OF DISTRIBUTION
3
VALIDITY OF SECURITIES
3
EXPERTS
3
WHERE YOU CAN FIND MORE INFORMATION
3
INCORPORATION BY REFERENCE
3
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of
this offering and also adds to and updates information contained in the accompanying prospectus and the documents
incorporated by reference into the prospectus. The second part, the accompanying prospectus, gives more general
information, some of which does not apply to this offering.
If the description of this offering or the notes varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information contained in or incorporated by reference into this prospectus
supplement. You should also read and consider the additional information under the captions "Where You Can Find More
Information" and "Incorporation by Reference" in this prospectus supplement and the accompanying prospectus.

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You should rely only on the information contained or incorporated by reference in this prospectus
supplement, in the accompanying prospectus and in any free writing prospectus with respect to the offering
filed by us with the Securities and Exchange Commission. We have not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. You should assume that the information appearing in this
prospectus supplement, the accompanying prospectus, any free writing prospectus with respect to the offering
filed by us with the Securities and Exchange Commission and the documents incorporated by reference herein
and therein is accurate only as of their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
The underwriters are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where
offers and sales are permitted. The distribution of this prospectus supplement and the accompanying
prospectus and the offering of the notes in certain jurisdictions may be restricted by law. Persons outside the
United States who come into possession of this prospectus supplement and the accompanying prospectus
must inform themselves about and observe any restrictions relating to the offering of the notes and the
distribution of this prospectus supplement and the accompanying prospectus outside the United States. This
prospectus supplement and the accompanying prospectus do not constitute, and may not be used in
connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus
supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such
person to make such an offer or solicitation.
As used in this prospectus supplement and the accompanying prospectus, unless the context otherwise requires,
references to "we," "us," "our," "Frontier" and the "Company" refer to Frontier Communications Corporation and its
subsidiaries. References to the "Acquired Business" refer to the defined assets and liabilities of the local exchange
business and related landline activities of Verizon Communications Inc. ("Verizon"), which we acquired in connection with
the Transaction (as defined below), 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,
including Internet access and long distance services and broadband video provided to designated customers in such
areas. References to the "Transaction" refer to our acquisition of the Acquired Business from Verizon, which closed on
July 1, 2010.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference
herein and therein, contain forward-looking statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in the statements. Statements that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Words such as "believe," "anticipate," "expect" and similar expressions are intended to identify forward-looking
statements. Forward-looking statements (including oral representations) are only predictions or statements of current
plans, which we review continuously. Forward-looking statements may differ from actual future results due to, but not
limited to, and our future results may be material y affected by, potential risks and uncertainties. You should understand
that it is not possible to predict or identify al potential risks or uncertainties. We note the fol owing as a partial list:

· The risk that the growth opportunities from the Transaction may not be ful y realized or may take longer to

realize than expected;

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· The effects of greater than anticipated competition requiring new pricing, marketing strategies or new product or

service offerings and the risk that we wil not respond on a timely or profitable basis;

· Reductions in the number of our access lines that cannot be offset by increases in broadband subscribers and

sales of other products and services;

· The effects of competition from cable, wireless and other wireline carriers;

· Our ability to maintain relationships with customers, employees or suppliers;

· The effects of ongoing changes in the regulation of the communications industry as a result of federal and state

legislation and regulation, or changes in the enforcement or interpretation of such legislation and regulation;

· The effects of any unfavorable outcome with respect to any current or future legal, governmental or regulatory

proceedings, audits or disputes;

· The effects of changes in the availability of federal and state universal funding to us and our competitors;

· Our ability to adjust successful y to changes in the communications industry and to implement strategies for

growth;

· Continued reductions in switched access revenues as a result of regulation, competition or technology

substitutions;

· Our ability to effectively manage service quality in our territories and meet mandated service quality metrics;

· Our ability to successful y introduce new product offerings, including our 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 general y accepted accounting

principles or regulations;

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

reduce or refinance our debt;

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

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

· 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 wil be sufficient to meet or exceed the
capabilities and quality of competing networks;

· The effects of increased medical 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 practices that could limit our ability to transfer cash among our

subsidiaries or dividend funds up to the parent company;

· Our ability to successful y renegotiate union contracts in 2012 and thereafter;

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· Changes in pension plan assumptions and/or the value of our pension plan assets, which would require us to

make increased contributions to the pension plan in 2013 and beyond;

· The effects of customer bankruptcies and home foreclosures, which could result in difficulty in collection of

revenues and loss of customers;

· Adverse changes in the credit markets or in the ratings given to our debt securities by national y accredited

ratings organizations, which could limit or restrict the availability, or increase the cost, of financing;

· Limitations on the amount of capital stock that we can issue to make acquisitions or to raise additional capital

until July 2012;

· Our indemnity obligation to Verizon for taxes which may be imposed upon them as a result of changes in

ownership of our stock may discourage, delay or prevent a third party from acquiring control of us during the
two-year period ending July 2012 in a transaction that stockholders might consider favorable;

· 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; and

· The effects of severe weather events such as hurricanes, tornadoes, ice storms or other natural or man-made

disasters.
Any of the foregoing events, or other events, could cause financial information to vary from management's forward-
looking statements included in this prospectus supplement and the accompanying prospectus. You should consider these
important factors, as wel as the risk factors set forth in this prospectus supplement and the accompanying prospectus
and in our Annual Report on Form 10-K for the year ended December 31, 2011, and our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2012, each of which is incorporated by reference in this prospectus supplement and the
accompanying prospectus, in evaluating any statement made in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. For the foregoing reasons, we caution you against relying on any
forward-looking statements. We undertake no obligation to update or revise these forward-looking statements, except
as required by law.

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SUMMARY
This summary highlights information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus.
Our Company
We are a communications company providing services predominantly to rural areas and small and medium-sized
towns and cities in the U.S. We generated revenues of approximately $5.2 bil ion for the fiscal year ended
December 31, 2011 and approximately $1.3 bil ion for the three months ended March 31, 2012. We operate in 27
states with approximately 5.2 mil ion access lines, 1.8 mil ion broadband subscribers and 0.6 mil ion video
subscribers as of March 31, 2012.
Incorporated in November 1935, we are the fourth largest incumbent local exchange carrier in the United States
based on number of access lines. Our business is with both residential and business customers and we provide the
"last mile" of telecommunications services to customers in these markets.
We offer a broad portfolio of high-quality communications services for residential and business customers in
each of our markets. These include services traditional y associated with local telephone companies, as wel as other
services such as long distance, Internet access, broadband-enabled services and video services. We offer these
services both á la carte and, increasingly, as bundled packages which are purposely designed to simplify customer
purchasing decisions and to provide the customer with pricing discounts. We also offer incentives and promotions
such as gifts to influence customers to purchase or retain certain services. We also enhance customer retention by
offering one-, two- and three-year price protection plans under which customers commit to a term in exchange for
predictable pricing or other incentives and promotions. We are staffed local y with skil ed technicians and supervisory
personnel, which enables us to provide efficiently and reliably an array of communications services to meet our
customers' needs. Our call center operations and field technicians are staffed with 100% U.S.-based personnel.
Our mission is to be the leader in providing communications services to residential and business customers in
our markets. We are committed to delivering innovative and reliable products and solutions with an emphasis on
convenience, service and customer satisfaction. We believe that our local management structure, 100% U.S.-based
customer service and innovative product positioning wil continue to differentiate us from our competitors in the
markets in which we compete.

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Concurrent Debt Tender Offer
On May 17, 2012, we commenced a $500.0 mil ion tender offer for certain of our outstanding debt securities
(the "Tender Offer"). Pursuant to the Tender Offer and not this prospectus supplement or the accompanying
prospectus, we are offering to purchase for cash as many of our (i) 8.25% Senior Notes due 2014 (the "2014
Notes"), of which $600.0 mil ion are currently outstanding, as we can purchase for aggregate consideration of $446.0
mil ion (the "2014 Notes Sublimit") and (i ) 7.875% Senior Notes due 2015 (the "April 2015 Notes"), of which
$500.0 mil ion are currently outstanding, as we can purchase with aggregate consideration of $500.0 mil ion less
amounts applied to purchase the 2014 Notes. Proceeds wil be applied (i) first, to purchase 2014 Notes, subject to
the 2014 Notes Sublimit, validly tendered by the Early Tender Date (as defined below), promptly fol owing the Early
Tender Date, (i ) second, to purchase 2014 Notes, subject to the 2014 Notes Sublimit, tendered after the Early
Tender Date and by the Expiration Date (as defined below), promptly fol owing the Expiration Date, and (i i) third, to
purchase April 2015 Notes, whether tendered by the Early Tender Date or the Expiration Date, promptly fol owing the
Expiration Date, subject to the limits described above.
The price per $1,000 aggregate principal amount of 2014 Notes accepted for purchase wil be $1,095.00, plus
an early tender premium of $20 for 2014 Notes tendered on or before the close of business on May 31, 2012 (as
may be extended, the "Early Tender Date"). The price per $1,000 aggregate principal amount of April 2015 Notes
accepted for purchase wil be $1,071.25, plus an early tender premium of $20 for April 2015 Notes tendered by the
Early Tender Date. The Tender Offer wil expire at 9:00 a.m. on June 15, 2012, unless extended by us pursuant to
the terms of the Tender Offer (the "Expiration Date").
We wil use the net proceeds of this offering, together with cash on hand, if necessary, to purchase our
outstanding debt securities pursuant to the Tender Offer. See "Use of Proceeds." The successful completion of this
offering is an express condition to our obligation to purchase securities tendered pursuant to the Tender Offer, but the
completion of the Tender Offer is not a condition to the sale of the notes offered pursuant to this prospectus
supplement and the accompanying prospectus. If the Tender Offer is terminated for any reason (other than the
termination of this offering), we intend to use the proceeds of this offering for general corporate purposes and for the
selective purchase of our outstanding debt. Such purchases may be made in open market or privately negotiated
transactions, through one or more additional tender or exchange offers, pursuant to redemption terms applicable to
our debt, or otherwise.

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The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described
below are subject to important limitations and exceptions. The sections entitled "Description of the Notes" in this
prospectus supplement and "Description of Debt Securities" in the accompanying prospectus contain more detailed
descriptions of the terms and conditions of the notes and the indenture governing the notes. In this subsection,
"we," "us" and "our" refer only to Frontier Communications Corporation and not to any of our subsidiaries.

Issuer
Frontier Communications Corporation

Notes Offered
$500,000,000 aggregate principal amount of 9.250% Senior Notes due
2021.

Maturity Date
July 1, 2021.

Interest
We wil make interest payments on the notes semi-annual y in arrears on
January 1 and July 1 of each year, beginning on January 1, 2013.
Interest wil accrue from May 22, 2012.

Ranking
The notes wil be our senior unsecured obligations and wil rank:

· equal in right of payment to al of our existing and future senior

unsecured indebtedness;

· effectively junior to al of our existing and future senior secured

indebtedness (al of which is currently at our subsidiaries) to the
extent of the assets securing such indebtedness;

· effectively junior to al existing and future indebtedness and other

liabilities and commitments of our subsidiaries (including trade
payables and capital lease obligations); and

· senior in right of payment to al of our existing and future

subordinated indebtedness, if any.

As of March 31, 2012, we and our subsidiaries had approximately
$8.3 bil ion of indebtedness. At such date, the notes would have ranked
effectively junior to (i) approximately $10.1 mil ion of senior secured
indebtedness to the extent of the assets securing such indebtedness (al
of which would have been at our subsidiaries) and (i ) approximately

$1,078.3 mil ion of liabilities of our subsidiaries, including approximately
$296.1 mil ion of indebtedness (including the secured indebtedness) and
$57.2 mil ion with respect to a sale and leaseback transaction accounted
for as a secured financing obligation and excluding deferred income tax
liabilities and intercompany liabilities.

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