Frontier Communications Parent (FYBR) Proxy Filing summary

Executive summary

• Verizon will acquire Frontier Communications in an all-cash transaction valued at $20 billion, expanding Verizon’s fiber network to 25 million premises across 31 states and Washington, D.C.

• The deal is expected to be accretive to Verizon’s revenue and Adjusted EBITDA growth upon closing, with at least $500 million in annual run-rate cost synergies projected by year three.

• Frontier shareholders will receive $38.50 per share in cash, a 43.7% premium to the 90-day VWAP prior to the announcement.

• The transaction has unanimous board approval from both companies and is expected to close in approximately 18 months, subject to shareholder and regulatory approvals.

• Upon completion, Frontier will become a wholly owned subsidiary of Verizon, and its shares will be delisted from Nasdaq.

Voting matters and shareholder proposals

• The merger requires approval by a majority of the voting power of outstanding Frontier shares.

• A proxy statement will be filed and disseminated to shareholders, who will vote on the merger and an advisory say-on-pay proposal for executive compensation related to the transaction.

• The agreement includes provisions for a shareholder meeting to be held within 25 business days after SEC clearance of the proxy statement.

Board of directors and corporate governance

• The merger agreement was unanimously approved by the boards of both companies.

• At closing, the directors of the merger subsidiary will become the directors of the surviving corporation, and the current officers of Frontier will continue as officers of the surviving entity.

• The agreement includes customary governance covenants, including restrictions on certain actions by Frontier prior to closing without Verizon’s consent.