Frontier Communications Parent, Inc.: M&A transaction — Frontier completes acquisition by Verizon for $38.50/share; stock delisted

Frontier Communications Parent, Inc.

Merger closed Jan 20, 2026; shareholders receive $38.50 per share in cash per share.
Frontier becomes wholly owned subsidiary of Verizon; trading halted, delisting from Nasdaq.
Credit agreements totaling ~$2.12B in principal/fees repaid and terminated without penalties.
Board replaced with Merger Sub directors; CEO John Stratton, CFO Scott Beasley, and others resign with separation agreements.
Certificate of incorporation and bylaws amended and restated effective closing.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.03 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Frontier Communications Parent, Inc.: Certificate of incorporation amended and restated in entirety effective January 20, 2026, in connection with merger consummation (effective 2026-01-20).

Change: charter amendment
Effective: 2026-01-20

Exact text from the filing

the certificate of incorporation and the bylaws of the Company were each amended and restated in their entirety

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Frontier Communications Parent, Inc.: Bylaws amended and restated in entirety effective January 20, 2026, in connection with merger consummation (effective 2026-01-20).

Change: bylaw amendment
Effective: 2026-01-20

Exact text from the filing

the certificate of incorporation and the bylaws of the Company were each amended and restated in their entirety

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

Frontier Communications Parent, Inc. underwent a change of control involving Verizon Communications Inc. for $38.50 per share in cash (closed 2026-01-20).

Action: change of control
Counterparty: Verizon Communications Inc.
Consideration: $38.50 per share in cash
Closing: 2026-01-20

Exact text from the filing

Stock that, immediately prior to the Effective Time, were owned by (a) Parent or Merger Sub or (b) the Company) converted into the right to receive an amount in cash equal to $38.50 per share, without interest (the “ Merger Consideration ”). In addition, at the Effective Time, (i) each outstanding and unvested (x) restricted stock unit that was subject solely

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Frontier Communications Parent, Inc. terminated Loan and Security Agreement, dated as of December 31, 2024 (Warehouse Credit Agreement) with Citibank, N.A. and Barclays Bank PLC valued at Terminated all credit commitments and repaid $1,095,640,197.11 in outstanding principal, interest an (effective 2026-01-20).

Action: termination
Agreement: credit facility
Counterparty: Citibank, N.A. and Barclays Bank PLC
Value: Terminated all credit commitments and repaid $1,095,640,197.11 in outstanding principal, interest an
Effective: 2026-01-20

Exact text from the filing

In connection with the termination of the Warehouse Credit Agreement, the Warehouse Borrower (or caused to be repaid) repaid all of the outstanding obligations, comprising $1,095,640,197.11 in outstanding principal, interest and fees, and terminated all credit commitments outstanding thereunder (the “ Warehouse Credit Agreement Payoff ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Frontier Communications Parent, Inc. terminated Amended and Restated Credit Agreement, dated as of April 30, 2021 with JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA valued at Terminated all credit commitments and repaid $1,021,481,679.46 in outstanding principal, interest an (effective 2026-01-20).

Action: termination
Agreement: credit facility
Counterparty: JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA
Value: Terminated all credit commitments and repaid $1,021,481,679.46 in outstanding principal, interest an
Effective: 2026-01-20

Exact text from the filing

On the Closing Date, the Company terminated (i) that certain Amended and Restated Credit Agreement, dated as of April 30, 2021, by and among Frontier Communications Holdings, LLC, a Delaware limited liability company (the “ Borrower ”), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Goldman Sachs Bank USA, as revolver agent, the financial institutions party thereto and the other agents, arrangers and bookrunners identified therein (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreemen t”), and (ii) that certain Loan and Security Agreement, dated as of December 31, 2024, by and among Frontier Tampa Bay FL Fiber 1 LLC, a Delaware limited liability company (the “ Warehouse Borrower ”), Frontier SPE FL Guarantor LLC, a Delaware limited liability company (the “ Warehouse Guarantor ”), Citibank, N.A., as collateral agent, Barclays Bank PLC as administrative agent, each of the asset entities from time

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Source: SEC EDGAR

accession 0001140361-26-001612

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