Amendment: SEC Form SC 13G/A filed by Frontier Communications Parent Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Frontier Communications Parent, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
35909D109
(CUSIP Number)
November 20, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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 | Name of Reporting Person
Glendon Capital Management L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ |
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
Delaware |
number
of
|
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
24,215,909 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
24,215,909 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,215,909 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11 | Percent of Class Represented by Amount in Row (9)
9.7% (1) |
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
(1) Percentage ownership is calculated on 249,015,000 shares of the common stock, par value $0.01 per share (“Common Stock”), of Frontier Communications Parent, Inc., a Delaware corporation (the “Issuer”) outstanding as of November 1, 2024 as disclosed in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2024 as filed with the SEC on November 5, 2024 (the “Form 10-Q”).
CUSIP No. 35909D109
| 1 | Name of Reporting Person
Holly Kim Olson |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ |
| 3 | SEC Use Only
|
4 |
Citizenship or Place of Organization
United States |
number
of
|
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
24,215,909 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
24,215,909 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,215,909 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11 | Percent of Class Represented by Amount in Row (9)
9.7% (1) |
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
(1) Percentage ownership is calculated on 249,015,000 shares of the Issuer’s Common Stock outstanding as of November 1, 2024 as disclosed in the Issuer’s Form 10-Q.
CUSIP No. 35909D109
| 1 | Name of Reporting Person
G2 Communication L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ |
| 3 | SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
number
of
|
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
18,929,968 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
18,929,968 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,929,968 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11 | Percent of Class Represented by Amount in Row (9)
7.6% (1) |
| 12 | Type of Reporting Person (See Instructions)
PN |
(1) Percentage ownership is calculated on 249,015,000 shares of the Issuer’s Common Stock outstanding as of November 1, 2024 as disclosed in the Issuer’s Form 10-Q.
Item 1. | |||
| (a) | Name of Issuer Frontier Communications Parent, Inc. | ||
| (b) | Address of Issuer’s
Principal Executive Offices 1919 McKinney Avenue, Dallas, TX 75201 | ||
| Item 2. | |||
| (a) | Name of Person Filing (2) Holly Kim Olson (3) G2 Communication L.P. | ||
| (b) | Address of Principal Business
Office or, if none, Residence (2) Holly Kim Olson: 2425 Olympic Blvd., Suite 500E, Santa Monica, CA 90404 (3) G2 Communication L.P.: 2425 Olympic Blvd., Suite 500E, Santa Monica, CA 90404 | ||
| (c) | Citizenship (2) Holly Kim Olson: United States Citizen (3) G2 Communication L.P.: Delaware limited partnership | ||
| (d) | Title of Class of
Securities Common Stock, par value $0.01 per share | ||
| (e) | CUSIP Number 35909D109 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | |
| Item 4. | Ownership. | ||
| (a) | Amount beneficially owned: (1) Glendon Capital Management L.P.: 24,215,909 (2) Holly Kim Olson: 24,215,909 (3) G2 Communication L.P.: 18,929,968 | ||
| (b) | Percent of class: (1) Glendon Capital Management L.P.: 9.7% * (2) Holly Kim Olson: 9.7% * (3) G2 Communication L.P.: 7.6% * | ||
| * Percentage ownership is calculated on 249,015,000 shares of the Issuer’s Common Stock outstanding as of November 1, 2024 as disclosed in the Issuer’s Form 10-Q. | |||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote (1) Glendon Capital Management L.P.: 0 (2) Holly Kim Olson: 0 (3) G2 Communication L.P.: 0 | ||
| (ii) | Shared power to vote or to direct the vote (1) Glendon Capital Management L.P.: 24,215,909 (2) Holly Kim Olson: 24,215,909 (3) G2 Communication L.P.: 18,929,968 | ||
| (iii) | Sole power to dispose or to direct the disposition of (1) Glendon Capital Management L.P.: 0 (2) Holly Kim Olson: 0 (3) G2 Communication L.P.: 0 | ||
| (iv) | Shared power to dispose or to direct the disposition of (1) Glendon Capital Management L.P.: 24,215,909 (2) Holly Kim Olson: 24,215,909 (3) G2 Communication L.P.: 18,929,968 | ||
| Item 5. | Ownership of Five Percent or Less of a Class | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | |||
| N/A | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||
| N/A | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
N/A | ||
| Item 8. | Identification and Classification of Members of the Group | ||
| N/A | |||
| Item 9. | Notice of Dissolution of Group | ||
| N/A | |||
| Item 10. | Certifications. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
Signature
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.
Dated: November 20, 2024
| Glendon Capital Management L.P. | |||
| By: | /s/ Haig Maghakian | ||
| Name: | Haig Maghakian | ||
| Title: | Chief Compliance Officer / General Counsel | ||
| Holly Kim Olson | |||
| By: | /s/ Holly Kim Olson | ||
| Name: | Holly Kim Olson | ||
| Title: | Individual | ||
| G2 Communication L.P. | |||
| By: | Glendon Capital Associates II LLC * | ||
| Its: | General Partner | ||
| By: | /s/ Haig Maghakian | ||
| Name: | Haig Maghakian | ||
| Title: | Authorized Person | ||
* Glendon Capital Associates II LLC (“GCA II”) is the general partner of G2 Communication L.P. (“G2 Comm”). Pursuant to an investment management agreement, GCA II has delegated its investment management authority in respect of G2 Comm to Glendon Capital Management L.P.
ATTENTION
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||