UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
FRONTIER
COMMUNICATIONS PARENT, INC. |
(Name
of Issuer) |
|
Common
Stock, par value $0.01 per share |
(Title
of Class of Securities) |
|
35909D109 |
(CUSIP
Number) |
|
Cerberus
Capital Management, L.P.
875
Third Avenue, 11th Floor
New
York, NY 10022
(212)
891-2100
Attn: Alexander D. Benjamin, Senior
Managing Director and Chief Legal Officer |
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications) |
|
June 7, 2024 |
(Date
of Event Which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 15672X102 |
1. |
Names
of Reporting Persons: |
|
Cerberus
Capital Management, L.P. |
2. |
Check
the Appropriate Box if a Member of a Group |
|
(a)
☐
(b)
☐ |
3. |
SEC
Use Only |
4. |
Source
of Funds (See Instructions)
WC/OO
(See Item 3) |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
|
☐ |
6. |
Citizenship
or Place of Organization
Delaware,
United States |
Number
of |
7.
Sole Voting Power: |
24,184,559* |
Shares
Beneficially |
8.
Shared Voting Power: |
0* |
Owned
by |
|
|
Each
Reporting |
9.
Sole Dispositive Power: |
24,184,559* |
Person
With |
10.
Shared Dispositive Power: |
0* |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: |
|
24,184,559* |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): |
|
☐ |
13. |
Percent
of Class Represented by Amount in Row (11)
9.7%* |
14. |
Type
of Reporting Person (See Instructions)
IA |
*
There were 248,552,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Frontier
Communications Parent, Inc., a Delaware corporation (the “Company”), issued and outstanding as of April 29, 2024,
based upon the information disclosed in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 3, 2024. As of the filing date of this Schedule 13D Amendment No. 1 (the “Filing Date”), funds
managed by Cerberus Capital Management, L.P. and/or its investment management affiliates (the “Reporting Person”)
own in the aggregate 24,184,559 shares of the Common Stock. The Reporting Person, through one or more intermediate entities,
possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company reported in this
Schedule 13D. Thus, as of the Filing Date, the Reporting Person may be deemed to beneficially own 24,184,559 shares of the Common
Stock, or 9.7% of the shares of the Common Stock deemed issued and outstanding as of such date.
Item
1. Security and Issuer.
Item
1 is amended and restated as follows:
This
Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Frontier Communications
Parent, Inc., a Delaware corporation (the “Company”). The address of the principal executive offices of the Company
is 1919 McKinney Avenue, Dallas, Texas, 75201.
Item
5. Interest in Securities of the Issuer.
Item
5 is amended and restated as follows:
There
were 248,552,000 shares of the Common Stock issued and outstanding as of April 29, 2024, based upon the information disclosed in the
Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2024. As of the filing date
of this Schedule 13D Amendment No. 1 (the “Filing Date”), funds managed by the Reporting Person own, in the aggregate,
24,184,559 shares of the Common Stock. The Reporting Person, through one or more intermediate entities, possesses the sole power to vote
and the sole power to direct the disposition of all securities of the Company reported in this Schedule 13D. Thus, as of the Filing Date,
the Reporting Person may be deemed to beneficially own 24,184,559 shares of the Common Stock, or 9.7% of the shares of the Common Stock
deemed issued and outstanding as of such date.
The
following table sets forth the purchases, each of which were purchases effected in ordinary brokerage transactions, with respect to the
shares of the Common Stock, or securities convertible into or exchangeable for shares of the Common Stock, by the Reporting Person or
any person or entity for which the Reporting Person possesses voting or dispositive control over the securities thereof during the sixty
(60) days prior to the Filing Date:
Date |
|
Number
of Shares of the
Common Stock |
|
Purchase
Price Per Share |
April
19, 2024 |
|
20,000 |
|
$21.86 |
April
22, 2024 |
|
10,000 |
|
$21.49 |
Except
as set forth in this Schedule 13D, during the sixty (60) days prior to the Filing Date, there were no purchases or sales of the shares
of the Common Stock, or securities convertible into or exchangeable for shares of the Common Stock, by the Reporting Person or any person
or entity for which the Reporting Person possesses voting or dispositive control over the securities thereof.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item
6 is amended and restated as follows:
One
or more of the Cerberus Funds (the “Contributing Funds and Accounts”) have contributed to Cerberus Frontier Holdings
LLC, a special purpose entity wholly owned by the Contributing Funds and Accounts (the “Borrower”), 16,647,026 shares
of the Common Stock reported herein (the “Pledged Shares”). On June 7, 2024, the Pledged Shares were pledged by the
Borrower to Banco Santander, S.A. pursuant to a loan agreement to secure the repayment of amounts borrowed under the loan agreement.
The Reporting Person, indirectly through its ownership and control of the non-member Manager of the Borrower, has retained all voting
rights with respect to the Pledged Shares, and the Borrower is entitled to receive all dividends with respect to the Pledged Shares.
Except
as set forth above, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other
person with respect to the shares of the Common Stock.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
June
11, 2024 |
|
|
|
Cerberus
Capital Management, L.P. |
|
|
|
By: |
/s/
Alexander D. Benjamin |
|
|
Alexander
D. Benjamin, Senior Managing Director and Chief Legal Officer |
Attention:
Intentional misstatements or omissions of fact constitute
Federal
criminal violations (See 18 U.S.C. 1001).
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