| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FYBR | Common Stock, par value $0.01 | 35.2M | Apr 30, 2021 | See footnotes. | F1, F2, F3, F4, F5, F6, F7, F8, F9, F10 |
| Id | Content |
|---|---|
| F1 | This statement is being filed by ACOF VI Frontier AIV A1, L.P. ("ACOF VI Frontier AIV A1"), ACOF VI Frontier AIV A2, L.P. ("ACOF VI Frontier AIV A2"), ACOF VI Frontier AIV A3, L.P. ("ACOF VI Frontier AIV A3"), ACOF VI Frontier AIV A4, L.P. ("ACOF VI Frontier AIV A4"), ACOF VI Frontier AIV A5, L.P. ("ACOF VI Frontier AIV A5"), ACOF VI Frontier AIV A6, L.P. ("ACOF VI Frontier AIV A6"), ACOF VI Frontier AIV A7, L.P. ("ACOF VI Frontier AIV A7"), ACOF VI Frontier AIV A8, L.P. ("ACOF VI Frontier AIV A8"), ACOF VI Frontier AIV A9, L.P. ("ACOF VI Frontier AIV A9"), ACOF VI Frontier AIV A10, L.P. ("ACOF VI Frontier AIV A10"), and ACOF VI Frontier AIV B1, L.P. ("ACOF VI Frontier AIV B1", together with the foregoing entities, the "ACOF Funds"), ASOF Frontier AIV A1, L.P. ("ASOF Frontier AIV A1"), ASOF Frontier AIV A2, L.P. ("ASOF Frontier AIV A2"), ASOF Frontier AIV A3, L.P. ("ASOF Frontier AIV A3"), ASOF Frontier AIV A4, L.P. ("ASOF Frontier AIV A4"), (Continued in footnote 2) |
| F2 | ASOF Frontier AIV A5, L.P. ("ASOF Frontier AIV A5"), ASOF Frontier AIV A6, L.P. ("ASOF Frontier AIV A6"), ASOF Frontier AIV A7, L.P. ("ASOF Frontier AIV A7"), ASOF Frontier AIV A8, L.P. ("ASOF Frontier AIV A8"), ASOF Frontier AIV A9, L.P. ("ASOF Frontier AIV A9"), ASOF Frontier AIV A10, L.P. ("ASOF Frontier AIV A10"), ASOF Frontier AIV A11, L.P. ("ASOF Frontier AIV A11"), and ASOF Frontier AIV B1, L.P. ("ASOF Frontier AIV B1", together with ASOF Frontier AIV A1, ASOF Frontier AIV A2, ASOF Frontier AIV A3, ASOF Frontier AIV A4, ASOF Frontier AIV A5, ASOF Frontier AIV A6, ASOF Frontier AIV A7, ASOF Frontier AIV A8, ASOF Frontier AIV A9, ASOF Frontier AIV A10, and ASOF Frontier AIV A11, the "ASOF Funds"), ASSF IV AIV B Holdings III, L.P. ("ASSF IV AIV B Holdings III"), ASSF IV AIV B, L.P. ("ASSF IV AIV B", and together with ASSF IV AIV B Holdings III, the "ASSF Funds", and together with the ACOF Funds, and the ASOF Funds, the "Ares Direct Holders"), (Continued in footnote 3) |
| F3 | ACOF Investment Management LLC ("ACOF Investment Management"), ASOF Investment Management LLC ("ASOF Investment Management"), ASSF Operating Manager IV, L.P. ("ASSF Operating Manager"), Ares Management LLC, Ares Management Holdings L.P. ("Ares Management Holdings"), Ares Holdco LLC ("Ares Holdco"), Ares Management Corporation ("Ares Management"), Ares Management GP LLC ("Ares Management GP"), Ares Voting LLC ("Ares Voting"), and Ares Partners Holdco LLC ("Ares Partners", and together with the Ares Direct Holders, ACOF Investment Management, ASOF Investment Management, ASSF Operating Manager, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Management, Ares Management GP, and Ares Voting, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in quadruplicate. |
| F4 | On April 14, 2020, the Issuer and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Code, 11 U.S.C. Sections 101-1532 in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On August 21, 2020, the Issuer filed the Fifth Amended Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court (the "Plan"). On August 21, 2020, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Plan. On April 30, 2021 (the "Effective Date"), the conditions to effectiveness of the Plan were satisfied or waived and the Issuer emerged from Chapter 11. |
| F5 | Pursuant to the Plan and the Confirmation Order, the Issuer issued 35,182,654 shares of its common stock, par value $0.01 (the "Common Stock") to the Ares Direct Holders, on the Effective Date in exchange for all of the Senior Notes (as defined in the Plan) of Frontier Communications Corp. held by the Ares Direct Holders. |
| F6 | The Reporting Persons collectively beneficially own, or may be deemed to beneficially own, in the aggregate 35,205,040 shares of Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) ACOF VI Frontier AIV A1 owns 281,837 shares of Common Stock; (ii) ACOF VI Frontier AIV A2 owns 119,906 shares of Common Stock; (iii) ACOF VI Frontier AIV A3 owns 27,980 shares of Common Stock; (iv) ACOF VI Frontier AIV A4 owns 363,748 shares of Common Stock; (v) ACOF VI Frontier AIV A5 owns 399,741 shares of Common Stock; (vi) ACOF VI Frontier AIV A6 owns 223,851 shares of Common Stock; (vii) ACOF VI Frontier AIV A7 owns 204,221 shares of Common Stock; (viii) ACOF VI Frontier AIV A8 owns shares 119,906 of Common Stock; (ix) ACOF VI Frontier AIV A9 owns 382,156 shares of Common Stock; (x) ACOF VI Frontier AIV A10 owns 98,249 shares of Common Stock; (xi) ACOF VI Frontier AIV B1 owns 14,926,705 shares of Common Stock; (Continued in footnote 7) |
| F7 | (xii) ASOF Frontier AIV A1 owns 105,559 shares of Common Stock; (xiii) ASOF Frontier AIV A2 owns 18,023 shares of Common Stock; (xiv) ASOF Frontier AIV A3 owns 830,812 shares of Common Stock; (xv) ASOF Frontier AIV A4 owns 281,813 shares of Common Stock; (xvi) ASOF Frontier AIV A5 owns 167,135 shares of Common Stock; (xvii) ASOF Frontier AIV A6 owns 292,085 shares of Common Stock; (xviii) ASOF Frontier AIV A7 owns 289,391 shares of Common Stock; (xix) ASOF Frontier AIV A8 owns 238,003 shares of Common Stock; (xx) ASOF Frontier AIV A9 owns 360,614 shares of Common Stock; (xxi) ASOF Frontier AIV A10 owns 259,616 shares of Common Stock; (xxii) ASOF Frontier AIV A11 owns 245,221 shares of Common Stock; (xiii) ASOF Frontier AIV B1 owns 9,597,799 shares of Common Stock; (xxiv) ASSF IV AIV B Holdings III owns 2,694,242 shares of Common Stock; and (xxv) ASSF IV AIV B directly or indirectly owns 5,348,283 shares of Common Stock. |
| F8 | ACOF Investment Management is the manager of the ACOF Funds, ASOF Investment Management is the manager of ASOF Funds, ASSF Operating Manager is the manager of the ASSF Funds. Ares Management LLC is the sole member of ACOF Investment Management and ASOF Investment Management and the general partner of ASSF Operating Manager. Ares Management LLC has direct or indirect power to vote and/or dispose of the shares of Common Stock held by each Ares Direct Holder, and accordingly, Ares Management LLC may be deemed to have beneficial ownership of the shares of Common Stock reported herein. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. (Continued in footnote 9) |
| F9 | Ares Management GP is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the "Ares Class B Common Stock") and Ares Voting is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the "Ares Class C Common Stock"). Pursuant to Ares Management's Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners. (Continued in footnote 10) |
| F10 | Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over decisions by the Board Members. Each of the Reporting Persons, and the Board Members, and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Common Stock, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |