Frontier Communications Parent (FYBR) Proxy Filing summary

Executive summary

• Verizon's all-cash offer of $38.50 per share represents a 37% premium to the unaffected share price and a 66% premium to the one-year volume-weighted average price.

• The Strategic Review Committee and Board unanimously recommend stockholders vote in favor of the transaction, citing superior value and certainty compared to the standalone plan.

• The transaction provides immediate liquidity and eliminates risks associated with ambitious standalone growth targets and high leverage.

• Nearly all research analysts' price targets and DCF valuations were below the agreed price, reinforcing the attractiveness of the offer.

Voting matters and shareholder proposals

• Stockholders are being asked to vote on the proposed merger with Verizon at a Special Meeting scheduled for November 13, 2024.

• The Board and Strategic Review Committee strongly recommend a FOR vote on the merger proposal.

Board of directors and corporate governance

• A majority-independent Board and Strategic Review Committee led a comprehensive, competitive process, engaging four strategic and 13 financial parties.

• The process included over 20 Board and committee meetings, multiple executive sessions without management, and engagement of two independent financial advisors for fairness opinions.

• The committee was composed of highly experienced directors with significant M&A, telecom, and financial expertise.