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8-K - CURRENT REPORT - Frontier Communications Parent, Inc. | form8-k.htm |
Exhibit 99.1
Frontier
Communications
Investor
Presentation
November
2009
Safe
Harbor Statement
Forward-Looking
Language
This
presentation contains forward-looking statements that are made pursuant to the
safe harbor provisions of The Private Securities Litigation Reform Act of
1995. These
statements are made on the basis of management’s views and assumptions regarding future events and business performance. Words such as “believe,” “anticipate,” “expect”
and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that
may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties are
based on a number of factors, including but not limited to: Our ability to complete the acquisition of access lines from Verizon; the failure to obtain, delays in obtaining or
adverse conditions contained in any required regulatory approvals for the Verizon transaction; the failure to receive the IRS ruling approving the tax-free status of the Verizon
transaction; the ability to successfully integrate the Verizon operations into Frontier’s existing operations; the effects of increased expenses due to activities related to the
Verizon transaction; the ability to migrate Verizon’s West Virginia operations from Verizon owned and operated systems and processes to Frontier owned and operated systems
and processes successfully; the risk that the growth opportunities and cost synergies from the Verizon transaction may not be fully realized or may take longer to realize than
expected; the sufficiency of the assets to be acquired from Verizon to enable us to operate the acquired business; disruption from the Verizon transaction making it more difficult
to maintain relationships with customers, employees or suppliers; the effects of greater than anticipated competition requiring new pricing, marketing strategies or new product
or service offerings and the risk that we will not respond on a timely or profitable basis; reductions in the number of our access lines and High-Speed Internet subscribers; our
ability to sell enhanced and data services in order to offset ongoing declines in revenue from local services, switched access services and subsidies; the effects of ongoing
changes in the regulation of the communications industry as a result of federal and state legislation and regulation; the effects of competition from cable, wireless and other
wireline carriers (through voice over internet protocol (VOIP) or otherwise); our ability to adjust successfully to changes in the communications industry and to implement
strategies for improving growth; adverse changes in the credit markets or in the ratings given to our debt securities by nationally accredited ratings organizations, which could
limit or restrict the availability, or increase the cost, of financing; reductions in switched access revenues as a result of regulation, competition and/or technology substitutions;
the effects of changes in both general and local economic conditions on the markets we serve, which can impact demand for our products and services, customer purchasing
decisions, collectability of revenue and required levels of capital expenditures related to new construction of residences and businesses; our ability to effectively manage service
quality; our ability to successfully introduce new product offerings, including our ability to offer bundled service packages on terms that are both profitable to us and attractive to
our customers; changes in accounting policies or practices adopted voluntarily or as required by generally accepted accounting principles or regulators; our ability to effectively
manage our operations, operating expenses and capital expenditures, to pay dividends and to repay, reduce or refinance our debt; the effects of bankruptcies and home
foreclosures, which could result in increased bad debts; the effects of technological changes and competition on our capital expenditures and product and service offerings,
including the lack of assurance that our ongoing network improvements will be sufficient to meet or exceed the capabilities and quality of competing networks; the effects of
increased medical, retiree and pension expenses and related funding requirements; changes in income tax rates, tax laws, regulations or rulings, and/or federal or state tax
assessments; the effects of state regulatory cash management policies on our ability to transfer cash among our subsidiaries and to the parent company; our ability to
successfully renegotiate union contracts expiring in 2009 and thereafter; declines in the value of our pension plan assets, which could require us to make contributions to the
pension plan beginning no earlier than 2010; our ability to pay dividends in respect of our common shares, which may be affected by our cash flow from operations, amount of
capital expenditures, debt service requirements, cash paid for income taxes and our liquidity; the effects of any unfavorable outcome with respect to any of our current or future
legal, governmental or regulatory proceedings, audits or disputes; the possible impact of adverse changes in political or other external factors over which we have no control;
and the effects of hurricanes, ice storms or other severe weather. These and other uncertainties related to our business are described in greater detail in our filings with the
Securities and Exchange Commission, including our reports on Forms 10-K and 10-Q, and the foregoing information should be read in conjunction with these filings. We
undertake no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statement, whether as a result of new information,
future events or otherwise unless required to do so by securities laws.
statements are made on the basis of management’s views and assumptions regarding future events and business performance. Words such as “believe,” “anticipate,” “expect”
and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that
may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties are
based on a number of factors, including but not limited to: Our ability to complete the acquisition of access lines from Verizon; the failure to obtain, delays in obtaining or
adverse conditions contained in any required regulatory approvals for the Verizon transaction; the failure to receive the IRS ruling approving the tax-free status of the Verizon
transaction; the ability to successfully integrate the Verizon operations into Frontier’s existing operations; the effects of increased expenses due to activities related to the
Verizon transaction; the ability to migrate Verizon’s West Virginia operations from Verizon owned and operated systems and processes to Frontier owned and operated systems
and processes successfully; the risk that the growth opportunities and cost synergies from the Verizon transaction may not be fully realized or may take longer to realize than
expected; the sufficiency of the assets to be acquired from Verizon to enable us to operate the acquired business; disruption from the Verizon transaction making it more difficult
to maintain relationships with customers, employees or suppliers; the effects of greater than anticipated competition requiring new pricing, marketing strategies or new product
or service offerings and the risk that we will not respond on a timely or profitable basis; reductions in the number of our access lines and High-Speed Internet subscribers; our
ability to sell enhanced and data services in order to offset ongoing declines in revenue from local services, switched access services and subsidies; the effects of ongoing
changes in the regulation of the communications industry as a result of federal and state legislation and regulation; the effects of competition from cable, wireless and other
wireline carriers (through voice over internet protocol (VOIP) or otherwise); our ability to adjust successfully to changes in the communications industry and to implement
strategies for improving growth; adverse changes in the credit markets or in the ratings given to our debt securities by nationally accredited ratings organizations, which could
limit or restrict the availability, or increase the cost, of financing; reductions in switched access revenues as a result of regulation, competition and/or technology substitutions;
the effects of changes in both general and local economic conditions on the markets we serve, which can impact demand for our products and services, customer purchasing
decisions, collectability of revenue and required levels of capital expenditures related to new construction of residences and businesses; our ability to effectively manage service
quality; our ability to successfully introduce new product offerings, including our ability to offer bundled service packages on terms that are both profitable to us and attractive to
our customers; changes in accounting policies or practices adopted voluntarily or as required by generally accepted accounting principles or regulators; our ability to effectively
manage our operations, operating expenses and capital expenditures, to pay dividends and to repay, reduce or refinance our debt; the effects of bankruptcies and home
foreclosures, which could result in increased bad debts; the effects of technological changes and competition on our capital expenditures and product and service offerings,
including the lack of assurance that our ongoing network improvements will be sufficient to meet or exceed the capabilities and quality of competing networks; the effects of
increased medical, retiree and pension expenses and related funding requirements; changes in income tax rates, tax laws, regulations or rulings, and/or federal or state tax
assessments; the effects of state regulatory cash management policies on our ability to transfer cash among our subsidiaries and to the parent company; our ability to
successfully renegotiate union contracts expiring in 2009 and thereafter; declines in the value of our pension plan assets, which could require us to make contributions to the
pension plan beginning no earlier than 2010; our ability to pay dividends in respect of our common shares, which may be affected by our cash flow from operations, amount of
capital expenditures, debt service requirements, cash paid for income taxes and our liquidity; the effects of any unfavorable outcome with respect to any of our current or future
legal, governmental or regulatory proceedings, audits or disputes; the possible impact of adverse changes in political or other external factors over which we have no control;
and the effects of hurricanes, ice storms or other severe weather. These and other uncertainties related to our business are described in greater detail in our filings with the
Securities and Exchange Commission, including our reports on Forms 10-K and 10-Q, and the foregoing information should be read in conjunction with these filings. We
undertake no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statement, whether as a result of new information,
future events or otherwise unless required to do so by securities laws.
Additional
Information and Where to Find it
This
filing is not a substitute for the definitive prospectus/proxy statement
included in the Registration Statement on Form S-4 that Frontier filed, and the
SEC has declared
effective, in connection with the proposed transactions described in the definitive prospectus/proxy statement. INVESTORS ARE URGED TO READ THE DEFINITIVE
PROSPECTUS/PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING DETAILED RISK FACTORS. The definitive prospectus/proxy statement and
other documents filed or to be filed by Frontier with the SEC are or will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a
filing is made to Frontier, 3 High Ridge Park, Stamford, CT 06905-1390, Attention: Investor Relations.
effective, in connection with the proposed transactions described in the definitive prospectus/proxy statement. INVESTORS ARE URGED TO READ THE DEFINITIVE
PROSPECTUS/PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING DETAILED RISK FACTORS. The definitive prospectus/proxy statement and
other documents filed or to be filed by Frontier with the SEC are or will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a
filing is made to Frontier, 3 High Ridge Park, Stamford, CT 06905-1390, Attention: Investor Relations.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Frontier’s
stockholders approved the proposed transactions on October 27, 2009, and no
other vote of the stockholders of Frontier or Verizon is required in connection
with the
proposed transactions.
proposed transactions.
2
Non-GAAP
Financial Measures
The
Company uses certain non-GAAP financial measures in evaluating its
performance. These
include free cash flow and EBITDA or “operating cash flow”
which we define as operating income plus depreciation and amortization. A reconciliation of the differences between EBITDA and free cash flow and the
most comparable financial measures calculated and presented in accordance with GAAP is included in the tables that follow. The non-GAAP financial
measures are by definition not measures of financial performance under generally accepted accounting principles and are not alternatives to operating
income or net income reflected in the statement of operations or to cash flow as reflected in the statement of cash flows and are not necessarily
indicative of cash available to fund all cash flow needs. The non-GAAP financial measures used by the Company may not be comparable to similarly
titled measures of other companies.
which we define as operating income plus depreciation and amortization. A reconciliation of the differences between EBITDA and free cash flow and the
most comparable financial measures calculated and presented in accordance with GAAP is included in the tables that follow. The non-GAAP financial
measures are by definition not measures of financial performance under generally accepted accounting principles and are not alternatives to operating
income or net income reflected in the statement of operations or to cash flow as reflected in the statement of cash flows and are not necessarily
indicative of cash available to fund all cash flow needs. The non-GAAP financial measures used by the Company may not be comparable to similarly
titled measures of other companies.
The
Company believes that presentation of non-GAAP financial measures provides
useful information to investors regarding the Company’s financial
condition and results of operations because these measures, when used in conjunction with related GAAP financial measures, (i) together provide a more
comprehensive view of the Company’s core operations and ability to generate cash flow, (ii) provide investors with the financial analytical framework
upon which management bases financial, operational, compensation and planning decisions, and (iii) presents measurements that investors and rating
agencies have indicated to management are useful to them in assessing the Company and its results of operations. Management uses these non-GAAP
financial measures to plan and measure the performance of its core operations, and its divisions measure performance and report to management based
upon these measures. In addition, the Company believes that free cash flow and EBITDA, as the Company defines them, can assist in comparing
performance from period to period, without taking into account factors affecting cash flow reflected in the statement of cash flows, including changes in
working capital and the timing of purchases and payments. The Company has shown adjustments to its financial presentations to exclude severance and
early retirement costs in 2004, 2005, 2006, 2007 and 2008, a pension curtailment gain in 2007, the favorable impact of a significant carrier dispute
settlement in 2007, legal settlement costs and related expenses in 2007 and 2008 and management succession and strategic alternatives expenses in
2004 because the Company believes that the magnitude of such costs incurred in any one period materially exceeds that which has been incurred by the
Company in any other period during 2004 through 2008 and/or because investors have indicated to management that such adjustments are useful to
them in assessing the Company and its results of operations.
condition and results of operations because these measures, when used in conjunction with related GAAP financial measures, (i) together provide a more
comprehensive view of the Company’s core operations and ability to generate cash flow, (ii) provide investors with the financial analytical framework
upon which management bases financial, operational, compensation and planning decisions, and (iii) presents measurements that investors and rating
agencies have indicated to management are useful to them in assessing the Company and its results of operations. Management uses these non-GAAP
financial measures to plan and measure the performance of its core operations, and its divisions measure performance and report to management based
upon these measures. In addition, the Company believes that free cash flow and EBITDA, as the Company defines them, can assist in comparing
performance from period to period, without taking into account factors affecting cash flow reflected in the statement of cash flows, including changes in
working capital and the timing of purchases and payments. The Company has shown adjustments to its financial presentations to exclude severance and
early retirement costs in 2004, 2005, 2006, 2007 and 2008, a pension curtailment gain in 2007, the favorable impact of a significant carrier dispute
settlement in 2007, legal settlement costs and related expenses in 2007 and 2008 and management succession and strategic alternatives expenses in
2004 because the Company believes that the magnitude of such costs incurred in any one period materially exceeds that which has been incurred by the
Company in any other period during 2004 through 2008 and/or because investors have indicated to management that such adjustments are useful to
them in assessing the Company and its results of operations.
Management uses
these non-GAAP financial measures to (i) assist in analyzing the Company’s
underlying financial performance from period to period,
(ii) evaluate the financial performance of its business units, (iii) analyze and evaluate strategic and operational decisions, (iv) establish criteria for
compensation decisions, and (v) assist management in understanding the Company’s ability to generate cash flow and, as a result, to plan for future
capital and operational decisions. Management uses these non-GAAP financial measures in conjunction with related GAAP financial measures. The
Company believes that the non-GAAP financial measures are meaningful and useful for the reasons outlined above.
(ii) evaluate the financial performance of its business units, (iii) analyze and evaluate strategic and operational decisions, (iv) establish criteria for
compensation decisions, and (v) assist management in understanding the Company’s ability to generate cash flow and, as a result, to plan for future
capital and operational decisions. Management uses these non-GAAP financial measures in conjunction with related GAAP financial measures. The
Company believes that the non-GAAP financial measures are meaningful and useful for the reasons outlined above.
While
the Company utilizes these non-GAAP financial measures in managing and analyzing
its business and financial condition and believes they are
useful to management and to investors for the reasons described above, these non-GAAP financial measures have certain shortcomings. In particular,
free cash flow does not represent the residual cash flow available for discretionary expenditures, since items such as debt repayments and dividends are
not deducted in determining such measure. EBITDA has similar shortcomings as interest, income taxes, capital expenditures, debt repayments and
dividends are not deducted in determining this measure. Management compensates for the shortcomings of these measures by utilizing them in
conjunction with their comparable GAAP financial measures. The information in this presentation should be read in conjunction with the financial
statements and footnotes contained in our documents filed with the U.S. Securities and Exchange Commission.
useful to management and to investors for the reasons described above, these non-GAAP financial measures have certain shortcomings. In particular,
free cash flow does not represent the residual cash flow available for discretionary expenditures, since items such as debt repayments and dividends are
not deducted in determining such measure. EBITDA has similar shortcomings as interest, income taxes, capital expenditures, debt repayments and
dividends are not deducted in determining this measure. Management compensates for the shortcomings of these measures by utilizing them in
conjunction with their comparable GAAP financial measures. The information in this presentation should be read in conjunction with the financial
statements and footnotes contained in our documents filed with the U.S. Securities and Exchange Commission.
3
Company
Overview
4
5
Frontier
Communications today is ……
Frontier
Communications Corporation (NYSE: FTR) is one of the nation's largest rural
local
exchange carriers, offering local and long-distance telephone service, broadband Internet access,
wireless Internet access, DISH satellite TV and more…..
exchange carriers, offering local and long-distance telephone service, broadband Internet access,
wireless Internet access, DISH satellite TV and more…..
Key
Metrics 1
|
|
States
|
24
|
Access
Lines
|
2,151,708
|
High Speed
Internet Subscribers
|
621,331
|
LTM 9/30/2009
Revenue ($ in million)
|
$2,144
|
LTM 9/30/2009
EBITDA2 ($ in
million)
|
$1,160
|
LTM 9/30/2009
FCF ($ in million)
|
$476
|
1. Metrics as of
September 30, 2009.
2. Represents
Operating Cash Flow (EBITDA), as adjusted. For a detailed reconciliation of
Operating Cash Flow (EBITDA), please see slide 29.
•Geographic
Highlights
•Rural Footprint (13
Households / Sq Mile)
•24 States;
285
counties; 70 Local
Market Clusters
•Mature Cable VOIP
Competition (70% of Our Footprint1)
Geographic
Footprint
|
Key
Value Drivers
Unique
Customer Experience
Robust
Local & National Network
Consistent
Execution of Financial and
Operational
Goals
Solid
and Improving Balance Sheet Position
6
Unique
Customer Experience
• Big
Company
Advantages, Small
Company Feel
Advantages, Small
Company Feel
• Local Manager
Structure
• Unique Welcome
Process
• Exceptional
Service
Levels
Levels
• 2 Hour
Appointment
Windows
Windows
Delivering
a “Peace of
Mind” Experience
Mind” Experience
• Simple Double Play
&
Triple Play Bundles
Triple Play Bundles
• Good, Better,
Best
Choices for Voice, Video,
Data
Choices for Voice, Video,
Data
• Peace of Mind
Product
Suite
Suite
• Directory
Advertising
• Wireless
Data
Broad
Spectrum of
Products and Services
Products and Services
• Multi-Year
Price
Protection Plans
Protection Plans
• Loyalty
Programs
• Aspirational
Gifts
• Community
Connections
• Take The Lead
Referrals
Innovative
Marketing
Programs
Programs
7
Robust
Local & National Network
•Extensive
Local Networks
• 1,007 ILEC
Exchanges
• 1,024 Central
Offices
• Fiber To Home In
All Greenfield Builds
• Approximately 41%
Of Frontier Local
Networks Are Capable of Providing
20Mbps Service, and 92% are
Capable of Providing at Least 1Mbps
Service. 1
Networks Are Capable of Providing
20Mbps Service, and 92% are
Capable of Providing at Least 1Mbps
Service. 1
• Flexible
network architecture allows delivery of advanced
services to residential and business customers
services to residential and business customers
Notes
1. Based on Loop
Length Capability View as of 9/30/09. This
measure shows network
bandwidth capability based on the length of the loop in conjunction with the deployment of a
DSLAM for that loop. This view does not show product availability, which is based on other
factors, as discussed on slide 9.
bandwidth capability based on the length of the loop in conjunction with the deployment of a
DSLAM for that loop. This view does not show product availability, which is based on other
factors, as discussed on slide 9.
8
Robust
Local & National Network
(continued)
•Extensive
HSI
Availability
Availability
• Broadband speeds
1
in our network
continue to increase.
in our network
continue to increase.
•Well
Positioned to
Support Continued
Growth of High
Speed Subscribers
Support Continued
Growth of High
Speed Subscribers
Notes
1. Data in the top
chart is our Product Availability View as of
9/30/09. This measure shows commercial product
availability based on the length of the loop, the deployment
of a DSLAM for the loop, the DSL technology that’s deployed,
and the uplink capacity serving the DSLAM.
9/30/09. This measure shows commercial product
availability based on the length of the loop, the deployment
of a DSLAM for the loop, the DSL technology that’s deployed,
and the uplink capacity serving the DSLAM.
9
10
Consistent
Execution of Financial and Operational Goals
• Strong,
Stable Free Cash
Flow Generation
Flow Generation
• Maintaining
Stable Revenues
ü Delivering Quality
Products and
Services our Customers Want
Services our Customers Want
ü Reducing Churn
With Bundles 1
ü Driving Customer
Revenues 2
• Building
a Culture that
Drives Results
Drives Results
• Hiring
and Retaining “Great
Athletes”
Athletes”
• Innovative
Solutions to
Increase Workforce Efficiency
Increase Workforce Efficiency
• Standardized
Field Processes
• Cultivating
Strong Relationships
with our Labor Unions and
Regulatory Agencies
with our Labor Unions and
Regulatory Agencies
11
Consistent
Execution: Industry-Leading Metrics
1. Represents the
yr/yr change in the combined ending base of access lines and HSI
subscribers.
2. Excludes wireless.
Cable represents network operations only.
Monthly
EBITDA / Employee 3Q09
Line
Loss Yr/Yr
Source:
SEC filings; Wall
Street research; Frontier.
Street research; Frontier.
(3.3)%
(2.2)%
(4.0)%
(6.5)%
(6.7)%
(7.6)%
(8)%
(7)%
(6)%
(5)%
(4)%
(3)%
(2)%
FTR
WIN
CTL
VZ
T
Q
Change
in Lines + HSI Subs (1)
3Q09
12
Solid
and Improving Balance Sheet Position
Notes
1. Reduction in debt
obligations as of October 31, 2009 results from the $700.0 million debt tender
offer.
•Preparing
for Verizon
• Reducing
near-term
maturities.
maturities.
•Good
Liquidity
• Undrawn $250M
Revolver
• $100M minimum
cash-on-
hand policy.
hand policy.
•Moderate
Leverage
• 3.9x at 3Q
2009
•Access
to Capital
Verizon
Transaction Overview
13
The
“New” Frontier….
l TRANSFORMATIONAL
TRANSACTION
for Frontier
l Becomes the fifth
largest ILEC in the US with 7 million access lines in 27 states
l Becomes the
nation’s largest communications service provider focused on rural areas
and small and medium-sized towns and cities
and small and medium-sized towns and cities
l Improves
balance sheet strength; increases financial and operational
flexibility
flexibility
l Pro forma leverage
of 2.6x
l Attractive and
sustainable dividend policy
l Free cash flow per
share accretive in year 2
l Delivers
substantial long-term shareholder value
l Creates
a strong platform for continued growth and improves the
company’s overall strategic position
company’s overall strategic position
14
15
Verizon
Stockholders
Frontier
Stockholders
Stockholders
Verizon
Frontier
(FTR
+ SpinCo
Lines)
Lines)
32%
$3,333M
l SpinCo pays
Verizon
$3,333M in cash or
debt relief
$3,333M in cash or
debt relief
l Verizon
distributes
100% of SpinCo to
Verizon shareholders
100% of SpinCo to
Verizon shareholders
l SpinCo merges
with
Frontier; Frontier is
the surviving entity
Frontier; Frontier is
the surviving entity
Parameter
|
|
Frontier
(1)
|
|
SpinCo
|
|
Total
|
Price/Share
|
|
$ 7.75
|
|
$ 7.75
|
|
$ 7.75
|
Shares
Outstanding
|
|
312
|
|
677
|
|
989
|
Equity
Value
|
|
$ 2,421
|
|
$ 5,247
|
|
$ 7,668
|
Net
Debt
|
|
4,547
|
|
3,333
|
|
8,005
|
Firm
Value
|
|
$ 6,968
|
|
$ 8,580
|
|
$ 15,673
|
|
|
|
|
|
|
|
2008 EBITDA
(3)
|
|
$ 1,214
|
|
$ 1,890
|
|
$ 3,104
|
FV/'08
EBITDA
|
|
5.7x
|
|
4.5x
|
|
5.0x
|
Net Debt/'08
EBITDA
|
|
3.8x
|
|
1.8x
|
|
2.6x
|
l Share price collar
of
$7.00 - $8.50 per
share; 617 - 750M
shares (66-71%)
Verizon stockholder
ownership
$7.00 - $8.50 per
share; 617 - 750M
shares (66-71%)
Verizon stockholder
ownership
Transaction
Summary
(1) As of
3/31/09
(2) Includes
$125 million of financing for integration costs
(3) FY 2008
Pro forma EBITDA, excludes synergies
(2)
2008
Statistics
Frontier
SpinCo
Sub-Total
Synergies
Total
16
Key
Pro forma financial data
Revenue
$2,237
$4,257
$6,494
-
$6,494
EBITDA
1,214
1,890
3,104
500
3,604
%
EBITDA Margin
54.3%
44.4%
47.8%
55.5%
Interest
Expense
(363)
(290)
(653)
-
(653)
Cash
Taxes
(79)
(285)
(364)
(190)
(554)
Capital
Expenditure
(288)
(413)
(701)
-
(701)
Other
9
-
9
-
9
Free
Cash Flow
$493
$902
$1,395
$310
$1,705
Net
Debt / EBITDA
3.8x
1.8x
2.6x
2.2x
EBITDA / Interest
Exp.
3.3x
6.5x
4.8x
5.5x
Dividend ($0.75 /
share)
-
-
$742
-
$742
Dividend Payout
Ratio
-
-
53%
-
43%
(2)
(1)
(3)
(3)
Notes
(1) Adjusted
to exclude Severance and Early Retirement Costs and Legal Settlement
Costs.
(2) 2008
audited financial statements adjusted for certain matters.
(3) Assuming
Frontier issues share at the mid-point of the collar.
Transaction
Overview
Transaction
Structure
|
l Reverse
Morris Trust
l Simultaneous
tax-free spin-off of SpinCo and merger with Frontier
|
Valuation
|
l SpinCo
Enterprise Value: $8.6B
l Implied
purchase multiple of 4.5x SpinCo’s FY 2008 EBITDA
|
Financing
|
l Equity
consideration based on Frontier’s 30 day average share price
at
time of
close
l Subject to a
collar of $7.00 - $8.50, 66% - 71% VZ stockholder ownership
l Fixed number
of shares outside the collar
l Approximately
$3.3 Billion of debt to be raised prior to closing
l Substantially
all proceeds to be paid to Verizon
|
Governance
|
l Maggie
Wilderotter, Chairman & Chief Executive Officer
l Frontier
management leadership
l 12 member
board (Verizon delegates 3 new members to Frontier’s existing
board)
|
Post
Closing Dividend
Policy |
l Annual
dividend of $0.75 per share, reduced from current $1.00 per
share
|
Estimated
Synergies
|
l Revenue
upside from broadband, long distance, video and bundles
l $500M of
cash OpEx savings (21% of 2008 SpinCo cash OpEx)
|
Required
Approvals
|
l Hart Scott
Rodino (completed)
l Frontier
shareholder approval (completed)
l Verizon IRS
ruling
l FCC and
certain state and local regulatory approvals
|
Expected
Closing
|
l Q2
2010
|
17
Transaction
Rationale
Rural
Profile
|
l SpinCo
properties have an average of 37 households per sq. mile
l 70% of lines
in rural areas
l Less than 1%
of lines in urban areas
|
Complementary
Footprint
|
l Frontier
currently has operations in 11 of the 14 states in which SpinCo
operates |
Attractive
Demographics
|
l Properties
have a similar profile to Frontier’s current footprint
l Median
income of $50.1K, 74% home ownership, average age of 48
|
Upside
for Organic Growth
|
l Ability to
implement Frontier’s proven “go-to-market” strategy
l Local
engagement model will improve customer loyalty and drive revenue
performance |
Ability
to Leverage Scale
|
l Leverage
scalability of common support functions (e.g. IS, Accounting)
l Ability to
achieve synergies from operating and capital
expenditures
|
Reasonable
Capital
Investment |
l Currently,
broadband is only available to ~60% of households
l Opportunity
to expand broadband deployment
|
Free
Cash Flow Accretive
|
l The
transaction drives significant free cash flow per share accretion in year
2
and beyond |
Improves
Dividend Payout
Ratio |
l $0.75 per
share dividend after closing
l Payout ratio
declines based on new dividend policy and increased cash
flow
|
18
19
|
l 13 states
run on a separate billing platform that comes with SpinCo in
the acquisition; Only one state, representing 13% of SpinCo access lines, required to be converted to Frontier by closing. |
|
l This is a
deleveraging transaction. FY 2008 pro forma combined leverage
of 2.6x - approaching investment grade. |
|
l Substantially
the same rural profiles as Frontier has today.
Predominately rural markets (37 households / sq. mile); less than 1% of the footprint is urban. We already operate in 11 of the 14 states. |
|
l Frontier
management successfully operates a 2M + access line business,
generating $2.2B of revenue in 24 states. We have successfully integrated Rochester Telephone, Commonwealth Telephone and Global Valley Networks realizing greater than anticipated synergies, and have consolidated 7 billing systems in the past 5 years. |
Why
This is Different From Other RLEC M&A
System
Conversion
Experience
Experience
Deleveraging
Transaction
Transaction
Strong Rural
Markets
Track
Record of
Successful
Integrations
Successful
Integrations
FY
2008 Key Metrics
Frontier
Standalone
Standalone
Frontier
Pro
Forma
20
Revenue:
|
|
$2.2B
|
|
$6.5B
|
EBITDA
(1):
|
|
$1.2B
|
|
$3.1B
|
Ending
Access Lines:
|
|
2.3M
|
|
7.0M
|
Number
of States:
|
|
24
|
|
27
|
Pro
Forma
%
of
West
Virginia
761
10.8%
Indiana
723
10.2%
New
York
684
9.7%
Illinois
671
9.5%
Ohio
635
9.0%
Washington*
578
8.2%
Michigan
526
7.5%
Pennsylvania
427
6.1%
Wisconsin
343
4.9%
Oregon
323
4.6%
North
Carolina*
263
3.7%
Minnesota
211
3.0%
California
168
2.4%
Arizona
152
2.2%
Idaho
133
1.9%
South
Carolina*
128
1.8%
Tennessee
79
1.1%
Nevada
60
0.8%
Iowa
45
0.6%
Nebraska
43
0.6%
Alabama
26
0.4%
Utah
22
0.3%
Georgia
19
0.3%
New
Mexico
8
0.1%
Montana
8
0.1%
Mississippi
5
0.1%
Florida
0.1%
Total
7,045
Pro
Forma Access Lines By State
(1) Excludes
synergies.
Combined
Company Snapshot
Combined
Company Access Line Detail
21
Frontier
SpinCo
Combined
West
Virginia
143,982
617,036
761,018
Indiana
4,647
718,251
722,898
Illinois
97,461
573,321
670,782
Ohio
552
634,153
634,705
Michigan
19,102
507,462
526,564
Wisconsin
62,007
281,350
343,357
Oregon
12,626
309,904
322,530
California
143,871
24,205
168,076
Arizona
145,241
6,297
151,538
Idaho
20,035
113,002
133,037
Nevada
23,701
35,989
59,690
673,225
3,820,970
4,494,195
Washington
-
578,506
578,506
North
Carolina
-
263,479
263,479
South
Carolina
-
127,718
127,718
-
969,703
969,703
New
York
683,880
-
683,880
Pennsylvania
427,489
-
427,489
Minnesota
210,983
-
210,983
Tennessee
79,014
-
79,014
Iowa
44,891
-
44,891
Nebraska
43,106
-
43,106
Alabama
25,980
-
25,980
Utah
21,718
-
21,718
Georgia
19,167
-
19,167
New
Mexico
8,001
-
8,001
Montana
7,659
-
7,659
Mississippi
5,474
-
5,474
Florida
3,746
-
3,746
1,581,108
-
1,581,108
2,254,333
4,790,673
7,045,006
22
2008
Revenue ($B)
2008
EBITDA ($B)
Total
Access Lines (M)
Voice
+ Broadband Connections (M)
Source: Company
filings and Wall Street research - 2008 data.
(1) Pro
forma for Embarq acquisition, excluding
Logistics.
(2) Reflects
Qwest Wireline only.
2.3
3.0
7.0
7.7
11.6
0
5
10
15
Frontier
WIN
Frontier
Pro
Forma
Pro
Forma
CTL
Q
$2.2
$3.2
$6.5
$8.3
$13.0
$0
$5
$10
$15
$20
Frontier
WIN
Frontier
Pro
Forma
CTL
Q
2.8
4.0
8.6
9.7
14.4
0
5
10
15
20
Frontier
WIN
Frontier
Pro
Forma
CTL
Q
$1.2
$1.6
$3.1
$3.9
$6.9
$0
$2
$4
$6
$8
Frontier
WIN
Frontier
Pro
Forma
CTL
Q
Frontier
Gains Size & Scale
(1)
(2)
(1)
(2)
23
|
|
|
|
Revenue
Opportunity |
|
l Increased
Broadband availability
l Frontier
market approach
improves critical customer metrics l Access line
losses
l HSI
penetration
l Long
distance penetration
l Video
penetration
|
|
|
|
|
|
|
|
|
|
Synergies
|
|
l Executive
Management
l Legal
l Information
Systems
l Finance
& Accounting
|
~
$500M
Annually |
|
|
|
|
|
|
|
|
Substantial
Revenue & Cost Saving Opportunities
24
Access
Line Decline
Long
Distance Penetration
HSI
Penetration
Satellite
TV Penetration
Significant
Operational Upside Potential
Broadband
Availability
What
You Can Expect From Us
• Provide
a Unique Customer Experience
• Annual
Growth in Customer Revenue
• New Products and
Innovative Marketing
• Efficient
Execution of Our Operating Strategy
• “Competitively Fit”
- Lean & Flexible
• Consistently
Strong EBITDA Margins
• Continuous
Achievement of Cost Reduction Initiatives
Pro
Forma Verizon Transaction - the “New Frontier”
• Significant
Deleveraging to 2.6x (with a target of less than
2.5x leverage = Investment Grade)
2.5x leverage = Investment Grade)
• Free
Cash Flow Accretive
• Platform
for Continued Growth and Improved Strategic
Position
Position
25
Appendix
26
Annual
Frontier Selected Financial Metrics
|
|
|
|
|
|
($
in Millions)
|
2004
|
2005
|
2006
|
2007
|
2008
|
Revenue
|
$2,022
|
$2,017
|
$2,025
|
$2,288
|
$2,237
|
Customer
Revenue 1
|
$1,565
|
$1,586
|
$1,597
|
$1,809
|
$1,832
|
-
% Growth
|
1.5%
|
1.3%
|
0.7%
|
0.9%2
|
-1.0% 3
|
HSI
Penetration
|
9.4%
|
14.2%
|
18.5%
|
21.5%
|
25.7%
|
EBITDA 4
|
$1,102
|
$1,116
|
$1,128
|
$1,213
|
$1,214
|
EBITDA
Margin %
|
54.5%
|
55.3%
|
55.7%
|
53.9%
|
54.3%
|
CAPEX
|
$264
|
$259
|
$269
|
$316
|
$288
|
-
% of Revenue
|
13.1%
|
12.8%
|
13.3%
|
13.8%
|
12.9%
|
Free Cash
Flow 5
|
$503
|
$544
|
$562
|
$528
|
$493
|
-
% of Revenue
|
24.9%
|
27.0%
|
27.7%
|
23.1%
|
22.0%
|
27
Notes
1.
Customer revenue is defined as total revenue less access services. Access
services include switched network access and subsidies.
2. %
Growth for 2007 excludes $196.4M of revenue from acquisitions in
2007.
3. %
Growth for 2008 compares 2008 results versus
2007 results Pro Forma for an additional 2.25 months of CTE, the acquisition of
GVN and the sale of the CTE Equipment Co.
4.
Represents Operating Cash Flow (EBITDA), as adjusted. For a detailed
reconciliation of Operating Cash Flow (EBITDA), please refer to slide
28.
5. Free
cash flow includes ELI for all years prior to its sale in July 2006. For a
detailed reconciliation of free cash flow, please refer to slide
30.
Reconciliation
of Non-GAAP Financial Measures
28
($ in
000's)
2004
2005
2006
2007
2008
EBITDA
(Operating Cash Flow)
Operating
Income
460,301
$
588,968
$
644,490
$
705,416
$
642,456
$
Add
back:
Depreciation
and amortization
549,381
520,204
476,487
545,856
561,801
EBITDA
(Operating Cash Flow), as reported
1,009,682
$
1,109,172
$
1,120,977
$
1,251,272
$
1,204,257
$
Add
/ (Subtract)
Severance and early
retirement costs
1,182
6,981
7,193
13,874
7,597
Pension
curtailment gain (Non Cash)
-
-
-
(14,379)
-
Legal
settlement costs
-
-
-
816
2,113
Carrier
dispute settlement
-
-
-
(38,700)
-
Management succession
and strategic alternatives expenses
90,632
-
-
-
-
EBITDA
(Operating Cash Flow), as adjusted
1,101,496
$
1,116,153
$
1,128,170
$
1,212,883
$
1,213,967
$
Revenue,
as reported
2,022,378
$
2,017,041
$
2,025,367
$
2,288,015
$
2,237,018
$
Deduct:
Favorable revenue
settlement (one-time)
-
-
-
(38,700)
-
Revenue,
as adjusted
2,022,378
$
2,017,041
$
2,025,367
$
2,249,315
$
2,237,018
$
EBITDA
(Operating Cash Flow), as adjusted as % of Adj. Revenue
54.5%
55.3%
55.7%
53.9%
54.3%
For the
years ended December 31,
Reconciliation
of Non-GAAP Financial Measures
29
(1) Includes
pension expense of $30.3 million, less amounts capitalized into the cost of
capital expenditures of
$5.5 million for the nine months ended September 30, 2009.
$5.5 million for the nine months ended September 30, 2009.
Acquisition
Severance
and
and
Early
Non-cash
Operating
Cash Flow and
As
Integration
Retirement
Pension
As
Operating
Cash Flow Margin
Reported
Costs
Costs
Costs
(1)
Adjusted
Operating
Income
448,616
$
(14,457)
$
(2,567)
$
(24,802)
$
490,442
$
Add
back:
Depreciation
and
amortization
373,499
-
-
-
373,499
Operating
cash flow
822,115
$
(14,457)
$
(2,567)
$
(24,802)
$
863,941
$
Revenue
1,596,914
$
1,596,914
$
Operating
income margin
(Operating
income divided
by
revenue)
28.1%
30.7%
Operating
cash flow margin
(Operating
cash flow divided
by
revenue)
51.5%
54.1%
For the
nine months ended September 30, 2009
Reconciliation
of Non-GAAP Financial Measures
30
($ in
000's)
2004
2005
2006
2007
2008
Net
income
72,150
$
202,375
$
344,555
$
214,654
$
182,660
$
Add
back:
Depreciation
and amortization
549,381
520,204
476,487
545,856
561,801
Income
tax expense
4,247
75,270
136,479
128,014
106,496
Management
succession and strategic alternatives expenses
90,632
-
-
-
-
Stock
based compensation
10,963
8,427
10,340
9,022
7,788
Subtract:
Cash
paid (refunded) for income taxes
(4,901)
4,711
5,365
54,407
78,878
Pension
Curtailment Gain (Non-Cash)
-
-
-
14,379
-
Other
income (loss), net
(34,242)
(2,843)
60,271
(15,038)
(1,594)
Capital
expenditures
263,949
259,448
268,806
315,793
288,264
Gain on
sale of discontinued operations
-
1,167
71,635
-
-
Free
cash flow
502,567
$
543,793
$
561,784
$
528,005
$
493,197
$
Revenue
2,022,378
$
2,017,041
$
2,025,367
$
2,288,015
$
2,237,018
$
Free
cash flow as % of Revenue, as reported
24.9%
27.0%
27.7%
23.1%
22.0%
For the
years ended December 31,
Reconciliation
of Non-GAAP Financial Measures
31
(1)
Includes
pension expense of $30.3 million and $(0.5) million, less amounts capitalized
into the cost of capital expenditures of $5.5 million and $(0.1) million,
for the nine months ended September 30, 2009 and 2008, respectively.
for the nine months ended September 30, 2009 and 2008, respectively.
(2)
Includes
gain on debt repurchases of $7.8 million for the nine months ended September 30,
2009, and premium on debt repurchases of $6.3 million
for the nine months ended September 30, 2008.
for the nine months ended September 30, 2008.
(3)
Excludes
capital expenditures of $2.6 million related to Verizon integration activities
for the nine months ended September 30, 2009.
(Amounts in
thousands)
2009
2008
Net
Income to Free Cash Flow ;
Net
income
118,011
$
149,486
$
Add
back:
Depreciation
and amortization
373,499
422,986
Income
tax expense
65,328
76,717
Acquisition
and integration costs
14,457
-
Pension
expense (non-cash)
(1)
24,802
(421)
Stock
based compensation
6,974
9,211
Subtract:
Cash
paid for income taxes
59,953
70,174
Other
income (loss), net
(2)
14,038
(91)
Capital
expenditures
(3)
161,893
204,199
Free
cash flow
367,187
$
383,697
$
For the
nine months ended September 30,
Frontier
Communications
32