お知らせ • Jan 21
Verizon Communications Inc. (NYSE:VZ) completed the acquisition of Frontier Communications Parent, Inc. (NasdaqGS:FYBR) from The Vanguard Group, Inc., Cerberus Capital Management, L.P., Ares Management LLC, Glendon Capital Management L.P., BlackRock, Inc. (NYSE:BLK), Capital International Investors and others.
Verizon Communications Inc. (NYSE:VZ) entered into a definitive agreement to acquire Frontier Communications Parent, Inc. (NasdaqGS:FYBR) from The Vanguard Group, Inc., Cerberus Capital Management, L.P., Ares Management LLC, Glendon Capital Management L.P., BlackRock, Inc. (NYSE:BLK), Capital International Investors and others for $9.9 billion on September 4, 2024. As part of the consideration, the Frontier shareholders will receive $38.5 per share. The sell-side termination fee equates to $320 million. The buy-side termination fee equates to $590 million. Verizon will have sufficient funds available to it (including cash, available lines of credit or other sources of immediately available funds) to enable Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration and any other amounts required to be paid in connection with the consummation. Existing debt at Frontier Communications is expected to be refinanced by Verizon. Paul Hastings LLP is advising Morgan Stanley and the other lenders in providing $10 billion of committed bridge financing to Verizon in connection with its $20 billion acquisition.
The deal is subject to the approval of regulatory board and antitrust regulations. The deal is subject to both Verizon's and Frontier shareholders approval. The deal was unanimously approved by both Verizon's and Frontiers board of directors. Transaction is expected to close in 18 months. As of November 5, 2024, the transaction is expected to close by the first quarter of 2026. The transaction is expected to be accretive to Verizon's revenue and Adjusted EBITDA growth rates upon closing and accretive to EPS beginning in 2027. Verizon expects to realize at least $500 million in run-rate cost synergies by year three from benefits of increased scale and distribution and network integration. On October 15, 2024, Cooper Investors Pty Limited stated its intention to vote against approval of the proposed transaction. As on November 7, 2024, the Board continues to recommend that stockholders vote “FOR” the proposed transaction at Frontier’s special meeting on November 13, 2024. The Pennsylvania Public Utility Commission will hold a hearing on February 10, 2025 in Eden Township to gather public input on the proposed acquisition of Frontier and the hearing is set for 6 p.m. at George A. Smith Middle School (Auditorium), 645 Kirkwood Pike. The stockholders of Frontier Communications approved the acquisition by Verizon at its special meeting held on November 13, 2024. As of May 16, 2025, The Federal Communications Commission's Wireline Competition Bureau has authorized Verizon's acquisition of Frontier. As of June 11, 2025, State utility regulators unanimously approved Verizon's acquisition of Frontier Communications. As of September 11, 2025, Pennsylvania Public Utility Commission approved a joint settlement for Verizon Communications to acquire Frontier Communications and its Pennsylvania operating subsidiaries. As of January 15, 2026, the transaction have received all regulatory approvals and expect to close the acquisition on January 20, 2026. Following the closing of the transaction, the common stock of Frontier will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934.
Centerview Partners LLC and Morgan Stanley & Co. LLC acted as financial advisor and Michael Diz, William Regner, Katherine Durnan Taylor, Jonathan Levitsky, Ryan Rafferty, Christopher Rosekrans, Jonathan Lewis, Sarah Burke, Steven Slutzky, Erin Cleary, Lena Smith, Henry Lebowitz, Micah Arbisser, Tim Cornell, Ted Hassi and Stuart Hammer of Debevoise & Plimpton LLP acted as legal advisors to Verizon Communications Inc. Jeffrey Marell, Stan Richards, Frances Mi, Scott Sher, Christopher Wilson, Jarrett Hoffman, Geoffrey Chepiga and Andre Bouchard of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Robert I. Townsend III, George F. Schoen, Matthew G. Jones, Joseph D. Zavaglia, Stephen M. Kessing, J. Leonard Teti II, Amanda Hines Gold, Sasha Rosenthal-Larrea, Kathryn-Ann Stamm, Noah Joshua Phillips, Jesse M. Weiss, Michael B. Singer, Matthew Morreale, Benjamin G. Joseloff, Joyce Law, Brian M. Budnick and Oscar Porter of Cravath, Swaine & Moore LLP acted as legal advisors to strategic review committee and board of directors of Frontier. Barclays Capital Inc. and PJT Partners LP acted as financial advisor to strategic review committee and board of directors of Frontier Communications Parent, Inc. Barclays Capital Inc. and PJT Partners LP acted as fairness opinion provider to strategic review committee and board of directors of Frontier Communications Parent, Inc. Innisfree M&A Incorporated acted as proxy solicitor to Frontier Communications. Innisfree M&A Incorporated was paid $45,000. Wilkinson Barker Knauer, LLP acted as legal advisor to Frontier Communications. PJT Partners received $2.5 million that was payable upon execution of its engagement letter and $5.0 million for delivery of PJT Partners’ opinion to the Strategic Review Committee and the Board. Upon the closing of the merger, PJT Partners is entitled to receive $52.5 million excluding opinion fee. Computershare Investor Services acted as transfer agent to Frontier Communications Parent. As compensation for its services in connection with the merger, the Company paid Barclays $5 million upon the delivery of Barclays’ opinion. The Company also paid Barclays $2.5 million upon the announcement of the merger and an additional compensation of $50 million will be payable on completion of the merger, against which the amounts paid for the opinion and the amounts paid upon the announcement of the merger will be credited. Skadden represented PJT Partners as financial advisor to the strategic review committee of the board of directors of Frontier Communications Parent, Inc. Morgan Bale, Steve Camahort, Max Kirchner, Marc Lashbrook, and Kris Villarreal of Paul Hastings LLP is advising Morgan Stanley in connection with the merger.
Verizon Communications Inc. (NYSE:VZ) completed the acquisition of Frontier Communications Parent, Inc. (NasdaqGS:FYBR) from The Vanguard Group, Inc., Cerberus Capital Management, L.P., Ares Management LLC, Glendon Capital Management L.P., BlackRock, Inc. (NYSE:BLK), Capital International Investors and others on January 20, 2026.
