Obligation Frontier Communications Corp 7.625% ( US35906AAN81 ) en USD

Frontier Communications Corp

65.67 % ⇌

Etats-unis

US35906AAN81 ( en USD )

7.625% par an ( paiement semestriel )

14/04/2024 - Obligation échue

Prospectus brochure de l'obligation Frontier Communications Corp US35906AAN81 en USD 7.625%, échue

1 000 USD

750 000 000 USD

35906AAN8

N/A

L'Obligation émise par Frontier Communications Corp ( Etats-unis ) , en USD, avec le code ISIN US35906AAN81, paye un coupon de 7.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2024

Final Prospectus Supplement
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424B5 1 d511079d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-181299
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of each class of securities offered

Offering Price

Registration Fee(1)
7.625% Senior Notes due 2024

$750,000,000

$102,300

(1)
Calculated in accordance with Rule 457(r)
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 10, 2012
$750,000,000

Frontier Communications Corporation
7.625% Senior Notes due 2024

We are offering $750,000,000 aggregate principal amount of our 7.625% Senior Notes due 2024. We wil pay interest on the notes semi-annual y
in arrears on April 15 and October 15 of each year, commencing October 15, 2013. The notes wil mature on April 15, 2024. Interest on the notes wil
accrue from April 10, 2013.
We may, at our option, redeem some or all 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, to the date of repurchase.
The notes wil be our senior obligations. The notes wil rank equal y with al of our other unsecured senior indebtedness from time to time
outstanding.
The notes are not and 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
Price to
Discounts and
Proceeds to

Public(1)

Commissions

Frontier
Per Note

100.000%

1.750%

98.250%
Total

$750,000,000
$13,125,000
$736,875,000

(1)
Plus accrued interest from April 10, 2013, if settlement occurs after that date.

Delivery of the notes wil be made in book-entry form through The Depository Trust Company on or about April 10, 2013.
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

J.P. Morgan
Barclays
BofA Merrill Lynch

Citigroup

Credit Suisse

Deutsche Bank Securities

Morgan Stanley
RBS
Co-Managers

Goldman, Sachs & Co.

Mitsubishi UFJ Securities

Raymond James
RBC Capital Markets

TD Securities
The date of this prospectus supplement is March 27, 2013.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

S-iii
SUMMARY

S-1

SUPPLEMENTAL RISK FACTORS

S-9

USE OF PROCEEDS

S-13
CAPITALIZATION

S-15
DESCRIPTION OF OTHER INDEBTEDNESS

S-16
DESCRIPTION OF THE NOTES

S-19
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-36
BENEFIT PLAN INVESTOR CONSIDERATIONS

S-41
UNDERWRITING

S-43
CONFLICTS OF INTEREST

S-47
LEGAL MATTERS

S-47
EXPERTS

S-47
WHERE YOU CAN FIND MORE INFORMATION

S-47
INCORPORATION BY REFERENCE

S-48
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

3
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.
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

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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 otherwise indicated or 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 Oregon,
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.
We expect that delivery of the notes wil be made against payment therefor on or about the closing date specified on the cover page of this
prospectus supplement, which wil be the ninth business day fol owing the date of pricing of the notes (this settlement cycle being referred to as "T+9").
Under Rule 15c6-1 of the Securities and Exchange Commission under the Exchange Act, trades in the secondary market general y are required to
settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the
date of pricing or the next succeeding five business days wil be required, by virtue of the fact that the notes initial y wil settle in T+9, to specify an
alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of
pricing or the next succeeding five business days should consult their own advisor.

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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 or uncertainties. You should understand that it is not possible to predict or identify al potential risks or uncertainties. We note
the following as a partial list:

· The effects of greater than anticipated competition which could require us to develop 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 voice customers that we cannot offset with 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;

· The effects of 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;

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

speeds and capacity, 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, pension and postemployment expenses and related funding requirements;

· The effects of changes in income tax rates, tax laws, regulations or rulings, or federal or state tax assessments;

· Our ability to successful y renegotiate union contracts in 2013 and thereafter;

· Changes in pension plan assumptions and/or the value of our pension plan assets, which could 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 col ection of revenues and loss of customers;

· 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;

· Our cash flow from operations, amount of capital expenditures, debt service requirements, cash paid for income taxes and liquidity may

affect our payment of dividends on our common shares;

· 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; 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, 2012, 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 the largest 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 $5.0 bil ion for the fiscal year ended December 31, 2012. We operate in 27 states with
approximately 3.2 mil ion customers, 1.8 mil ion broadband subscribers and 0.3 mil ion video subscribers as of December 31, 2012.
Incorporated in November 1935, we are the fourth largest incumbent local exchange carrier in the United States. Our business is with both
business and residential 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 business and residential 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 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 cal 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.
Concurrent Debt Tender Offers
On March 27, 2013, we commenced separate tender offers to purchase up to $899.8 mil ion aggregate principal amount of certain of our
outstanding debt securities (the "Tender Offers"). Pursuant to the Tender Offers and not this prospectus supplement or the accompanying
prospectus, we are offering to purchase for cash (i) any and all of the currently outstanding $300.0 mil ion aggregate principal amount of our
6.625% Senior Notes due 2015 (the "March 2015 notes"), (i ) any and al of the currently outstanding $374.8 mil ion aggregate principal amount of
our 7.875% Senior Notes due 2015 (the "April 2015 notes") and (i i) up to $225.0 mil ion aggregate principal amount of the currently outstanding
$1,040.7 mil ion aggregate principal amount of our 8.250% Senior Notes due 2017 (the "2017 notes"). The net proceeds of this offering, together
with cash on hand, wil be applied (i) to purchase March 2015 notes and April 2015 notes validly tendered by the Early Tender Date (as

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defined below), promptly fol owing the Early Tender Date and (i ) to purchase (x) March 2015 notes and April 2015 notes tendered after the Early
Tender Date and by the Expiration Date (as defined below) and (y) 2017 notes, whether tendered by the Early Tender Date or after the Early
Tender Date and by the Expiration Date, in each case promptly fol owing the Expiration Date.
The price per $1,000 aggregate principal amount of March 2015 notes accepted for purchase wil be $1,082.37, plus an early tender
premium of $30.00 for March 2015 notes tendered on or before the close of business on April 9, 2013 (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 $1,111.91, plus an early tender
premium of $30.00 for April 2015 notes tendered by the Early Tender Date. The price per $1,000 aggregate principal amount of 2017 notes
accepted for purchase wil be determined pursuant to a modified "Dutch Auction" procedure pursuant to which holders may submit bids to have
their 2017 notes purchased in the Tender Offers in the range of $1,160.00 per $1,000 to $1,200.00 per $1,000. Holders tendering their 2017 notes
by the Early Tender Date wil be entitled to receive an early tender premium of $30.00 per $1,000 of 2017 notes (which early tender premium is
included within the range set forth above and wil be subtracted in the case of 2017 notes tendered after the Early Tender Date and prior to the
Expiration Date). The Tender Offers wil expire at 9:00 a.m., New York City time, on April 24, 2013, unless extended by us pursuant to the terms of
the Tender Offers (the "Expiration Date").
We expect to use the net proceeds of this offering, together with cash on hand, to purchase our outstanding debt securities pursuant to the
Tender Offers. 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 Offers, but the completion of the Tender Offers is not a condition to the sale of the notes offered pursuant to this
prospectus supplement and the accompanying prospectus. We reserve the right in our sole discretion to amend or extend the terms of, or
terminate, any or al of the Tender Offers at any time. We may not be able to repurchase al the debt sought to be purchased in the Tender Offers
on the terms described above or at al . If the Tender Offers are terminated for any reason (other than the termination of this offering) or if any net
proceeds remain after application of the net proceeds as described above, we intend to use such proceeds of this offering for the selective
repurchase, repayment or redemption of our outstanding debt or otherwise for general corporate purposes. Repurchases may, in our sole
discretion, 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
$750.0 mil ion aggregate principal amount of 7.625% Senior Notes due 2024.

Maturity Date
April 15, 2024.

Interest
We wil pay interest on the notes semi-annual y in arrears on April 15 and October 15 of
each year, commencing October 15, 2013.

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

· equal in right of payment to all of our existing and future senior unsecured indebtedness;

· effectively junior to all 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 all 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 all of our existing and future subordinated indebtedness, if

any.

As of December 31, 2012, we and our subsidiaries had approximately $8.9 bil ion of
indebtedness (which includes $502.7 mil ion of indebtedness that matured and was retired
on January 15, 2013 with cash on hand and $208.8 mil ion of our 8.250% Senior Notes due
2017, which we agreed to repurchase in an unconditional and binding privately negotiated
transaction for $250.6 mil ion and which we wil settle with cash on hand on April 2, 2013).

As of December 31, 2012, the notes would have ranked effectively junior to
(i) approximately $9.3 mil ion of senior secured indebtedness to the extent of the assets
securing such indebtedness (al of which was at our subsidiaries) and (i ) approximately
$1,039.0 mil ion of liabilities of our subsidiaries, including approximately $259.3 mil ion of
indebtedness (including the secured indebtedness),

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$57.3 mil ion with respect to a sale and leaseback transaction accounted for as a secured
financing obligation, capital lease obligations of $26.6 mil ion and excluding deferred income

tax liabilities and intercompany liabilities. We have a $750.0 million revolving credit facility,
which as of December 31, 2012 remained undrawn.

The indenture governing the notes wil not restrict the amount of debt we may incur,
including senior debt, which wil be pari passu with the notes, except that the indenture wil

limit, subject to important qualifications, the amount of debt our subsidiaries may incur. The
notes wil rank effectively junior to any existing and such additional subsidiary debt.

Optional Redemption
At any time, we may redeem some or all of the notes by paying a specified "make-whole"
premium set forth under "Description of the Notes--Optional Redemption."

Covenants
We wil issue the notes under an indenture and supplemental indenture, which we refer to
col ectively as "the indenture," between us and The Bank of New York Mel on, as trustee.
The indenture wil include covenants that limit our ability and each of our subsidiaries' ability
to:

· incur indebtedness at our subsidiaries;

· create liens; and

· merge or consolidate with other companies.

These covenants are subject to important exceptions and qualifications. In addition, we and
each of our subsidiaries wil not be subject to the covenant described under "Description of

the Notes--Covenants--Limitation on Subsidiary Indebtedness," including any limitation on
indebtedness of subsidiaries, at any time after the notes achieve investment grade ratings
by S&P and Moody's. See "Description of the Notes--Termination of Certain Covenants."

Change of Control
Following a Change of Control and Ratings Decline (each as defined herein), we wil be
required to offer to purchase al of the notes at a purchase price equal to 101% of their
respective principal amounts, plus accrued and unpaid interest, if any, to the date of
purchase. See "Description of the Notes--Repurchase of Notes upon a Change of Control
Triggering Event."

Absence of Established Market for the Notes
The notes are a new issue of securities. There is currently no established trading market
for the notes, and we do not intend to apply for the notes to be listed on any securities
exchange or to arrange for any quotation system to quote them. The underwriters have
advised us that they intend to make a market

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