Amendment: SEC Form SC 13D/A filed by Frontier Communications Parent Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 35909D109

1	NAMES OF REPORTING PERSONS
	Cerberus Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			18,168,420*
		8	SHARED VOTING POWER
			0*
		9	SOLE DISPOSITIVE POWER
			18,168,420*
		10	SHARED DISPOSITIVE POWER
			0*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,168,420*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.3%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

* The percentage reported is based on 248,998,055 shares of common stock, par value $0.01 per share (the “Common Stock”), of Frontier Communications Parent, Inc. (the “Company”), outstanding as of August 30, 2024, based on information disclosed in Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 5, 2024.  As of the filing date of this Amendment No. 2 to Schedule 13D (the “Filing Date”), funds managed by Cerberus Capital Management, L.P. and/or its investment management affiliates (the “Reporting Person”) hold in the aggregate 18,168,420 shares of Common Stock. The Reporting Person, through one or more intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company reported in this Schedule 13D, as amended. Therefore, as of the Filing Date, the Reporting Person may be deemed to beneficially own 18,168,420 shares of the Common Stock, or approximately 7.3% of the shares of Common Stock outstanding.

 

AMENDMENT NO. 2 TO SCHEDULE 13D

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by the addition of the following:

On September 4, 2024, Frontier Communications Parent, Inc. (the “Company”), entered into an Agreement and Plan of Merger (including the Exhibit thereto, the “Merger Agreement”) with Verizon Communications Inc. (“Parent”), and France Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”), and at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) shall be converted into the right to receive an amount in cash equal to $38.50 per share, without interest (the “Merger Consideration”).

The Reporting Person and/or its affiliates and affiliated personnel may engage in discussions with members of the Company’s Board of Directors (the “Board”) and the Company’s management regarding the terms of the Merger, including regarding the Merger Consideration.  Depending on such discussions and the Reporting Person’s continuing evaluation of the terms of the Merger, the Reporting Person and/or its affiliates and affiliated personnel may make suggestions regarding the terms of the Merger for the Company’s consideration. In addition, the Reporting Person and/or its affiliates and affiliated personnel may engage in discussions with other current or prospective stockholders of the Company and/or other investment and/or financing professionals and/or existing or potential strategic partners for the Company, regarding the terms of the Merger, including regarding the Merger Consideration.

The Reporting Person intends to review its investment in the Company on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions described above, actions taken by the Board, the Company’s financial position and strategic direction, price levels of the Company’s securities, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Company as it deems appropriate. These actions may include: (i) disposing of additional shares of Common Stock, (ii) acquiring shares of Common Stock and/or other equity, notes, other securities, derivatives or other instruments that are based upon or relate to the value of securities of the Company or hedge exposure to securities the Company, or any debt of the Company or its affiliates, irrespective of whether it is a security (collectively, “Instruments”) in the open market or otherwise; (iii) disposing of any or all of its Instruments in the open market or otherwise, including through short selling; (iv) engaging in further discussions with the Company’s Board and/or management team, engaging in discussions with other current or prospective stockholders of the Company, other investment and/or financing professionals, existing or potential strategic partners for the Company, and other third parties regarding a variety of matters relating to the Company, each of which may include, among other things, discussions regarding the Company’s business, management, capital structure, corporate governance, and potential strategic relationships (v) or proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is amended as follows:

 

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

SCHEDULE 1

 

TRANSACTIONS

 

 

 

(1) The prices in each of the following rows are weighted average prices. These shares were purchased or sold in multiple transactions. The Reporting Person undertakes to provide the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold at each separate price.