Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
The following is a presentation presented at a Listen Live employee meeting of Frontier Communications Parent, Inc. on September 6, 2024.
Listen Begins @ 11 a.m. ET Live 1
Forward-Looking Statements In this communication, we have made forward-looking statements. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words "anticipates," "assumes," "believes," "estimates," "expects," "forecasts," "hopes," "intends," "plans," "targets" or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see our and Frontier's most recent annual and quarterly reports and other filings filed with the SEC. Factors which could have an adverse effect on our operations and future prospects include, but are not limited to, the following: risks relating to the proposed transactions, including in respect of the ability to obtain required regulatory approvals and approval by Frontier's stockholders, and the satisfaction of other closing conditions on a timely basis or at all; unanticipated difficulties and/or expenditures relating to the proposed transactions and any related financing; uncertainties as to the timing of the completion of the proposed transactions; litigation relating to the proposed transactions; the impact of the proposed transactions on each company's business operations (including the threatened or actual loss of subscribers, employees or suppliers); the inability to obtain, or delays in obtaining cost savings and synergies from the proposed transactions; incurrence of unexpected costs and expenses in connection with the proposed transactions; risks related to changes in the financial, equity and debt markets; and risks related to political, economic and market conditions. In addition, the risks to which Frontier's business is subject, including those risks set forth in Part I, Item 1A of Frontier's most recent Annual Report on Form 10-K and its periodic reports filed with the SEC, could adversely affect the proposed transactions and, following the completion of the proposed transactions, our operations and future prospects. Important Additional Information and Where to Find It This press release may be deemed to be in solicitation material in respect of the proposed acquisition of Frontier by Verizon. In connection with the proposed transactions, Frontier intends to file with the SEC a proxy statement on Schedule 14A (the "Proxy Statement"), in preliminary and definitive form, the definitive version of which will be sent or provided to Frontier stockholders. Verizon or Frontier may also file other documents with the SEC regarding the proposed transactions. This document is not a substitute for the Proxy Statement or any other relevant document which Frontier may file with the SEC. Promptly after filing its definitive Proxy Statement with the SEC, Frontier will mail or provide the definitive Proxy Statement and a proxy card to each Frontier stockholder entitled to vote at the meeting relating to the proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC (WHEN THEY ARE AVAILABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTIONS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement and other documents that are filed or will be filed with the SEC by Frontier or Verizon (when they are available) through the website maintained by the SEC at www.sec.gov, Frontier's investor relations website at investor.frontier.com or Verizon's investor relations website at verizon.com/about/investors. Participants in the Solicitation Verizon, Frontier and Frontier's directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the stockholders of Frontier in connection with the proposed transactions. Information about Frontier's directors and executive officers is set forth in the Frontier Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2024. To the extent holdings of Frontier's securities by its directors or executives officers have changed since the amounts set forth in such 2024 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in Frontier's definitive Proxy Statement relating to the proposed transactions when it is filed by Frontier with the SEC. These documents (when available) may be obtained free of charge from the SEC's website at www.sec.gov or Frontier's website at investor.frontier.com. 2
Listen Live with Nick Jeffery, President & CEO 3
WHY WHAT HOW DigitalSociety Community Inclusion Environment Accelerate fiber: build & sell Deepen customer engagement Digital & cloud first Reinventthe brand Revenue growth + cost leadership Radical simplification + reset culture We earn customerloyalty We get it done together We do what we say we will do We create the future The Frontier Way Building Gigabit America™ 4
Access, Perks, Partnership, Service We power and empowerhow people live, work and play. Everywhere and Always Network 5 Verizon's purpose
Acquisition of Frontier reinforces Verizon's unique position in mobility + broadband Verizon's strategic focus is on core mobility and broadband offerings Network Reach Verizon Intelligent Network and One Fiber Value Segment Core Mobility mmWave, C-Band and CBRS spectrum Core Broadband and Mobility Launch of 5G Home, myPlan, and myHome Today - Core Broadband + Accelerating Premium Broadband Nationwide TracFone acquisition 6
What does it look like to come together? Verizon Frontier 25M fiber passings in About Frontier Planned fiber footprint of 10M homes by 2026 up from > 7M today Frontier's NPS is 6x higher than the closest cable competitor(1) Verizon stores throughout Frontier territory 2.2M 50%+ fiber subscribers of revenue and over 25 states(2) 65% of EBITDA from fiber(2) Fios experience: Immediate integration post-close with Verizon's best-in-class offering + 31 states + D.C. = Note: figures in millions Source: (1) Frontier second quarter 2024 results press release (2) Frontier second quarter 2024 results investor presentation 7
What we can achieve Expands Verizon's fiber footprint Extends Verizon's offerings, choices and experience to Frontier's customers Expands our addressable markets for core mobility, streaming, connected home, B2B and SMB Delivers customer savings and services with premium mobility, home internet, streaming and connected home offerings Grows and strengthens customer relationships Combines Frontier's broadband offering with Verizon's industry-leading mobile offering Joint Mobile + Fiber Home customers show increased loyalty Expected to drive improved subscriber economics in broadband business ~50% postpaid mobility churn improvement 1M Est. joint subscriber opportunity 1) Estimated Verizon wireless subscriptions in Frontier's footprint 8
What does this mean for you? 9
Q&A 10