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Long-Term Debt
6 Months Ended
Jun. 30, 2015
Long-Term Debt [Abstract]  
Long-Term Debt

 

(8)   Long-Term Debt:

The activity in our long-term debt from December 31, 2014 to June 30, 2015 is summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

  

 

Six months ended

  

  

  

  

 

  

 

  

  

 

June 30, 2015

  

  

  

 

Interest

  

 

  

  

  

  

  

  

  

  

  

  

  

 

Rate at

  

 

December 31,

  

Payments

  

New

  

June 30,

 

June 30,

($ in millions)

 

2014

 

and Retirements

 

Borrowings

 

2015

 

2015 *

  

 

  

  

  

  

  

  

  

  

  

  

  

  

 

Senior Unsecured Debt

 

$

9,750 

 

$

(248)

 

 $

 -

  

 $

9,502 

 

7.69%

Other Secured Debt

 

 

23 

  

 

(2)

  

 

  

 

24 

 

3.50%

Rural Utilities Service Loan Contracts

 

 

 

 

 -

 

 

 -

  

 

 

6.15%

Total Long-Term Debt

 

$

9,781 

 

 $

(250)

 

 $

  

$

9,534 

 

7.68%

  

 

  

  

  

  

  

  

  

  

  

  

  

  

 

  Less: Debt (Discount)/Premium

 

 

  

  

  

  

  

  

  

 

  

 

  Less: Current Portion

 

 

(298)

  

  

  

  

  

  

  

 

(97)

  

 

 

 

$

9,486 

  

  

  

  

  

  

  

$

9,440 

  

 

 

*  Interest rate includes amortization of debt issuance costs and debt premiums or discounts. The interest rates at June 30, 2015 represent a weighted average of multiple issuances.

Additional information regarding our Senior Unsecured Debt is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($ in millions)

 

June 30, 2015

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

Interest

 

Principal

 

Interest

 

 

Outstanding

 

Rate

 

Outstanding

 

Rate

 

 

 

 

 

 

 

 

 

 

 

Senior Notes and Debentures Due:

 

 

 

 

 

 

 

 

 

 

3/15/2015

 

 

 -

 

-

 

 

105 

 

6.625%

4/15/2015

 

 

 -

 

-

 

 

97 

 

7.875%

10/14/2016 *

 

 

374 

 

4.065% (Variable)

 

 

402 

 

3.045% (Variable)

4/15/2017

 

 

607 

 

8.250%

 

 

607 

 

8.250%

10/1/2018

 

 

583 

 

8.125%

 

 

583 

 

8.125%

3/15/2019

 

 

434 

 

7.125%

 

 

434 

 

7.125%

10/24/2019 **

 

 

332 

 

4.065% (Variable)

 

 

350 

 

3.545% (Variable)

4/15/2020

 

 

1,022 

 

8.500%

 

 

1,022 

 

8.500%

7/1/2021

 

 

500 

 

9.250%

 

 

500 

 

9.250%

9/15/2021

 

 

775 

 

6.250%

 

 

775 

 

6.250%

4/15/2022

 

 

500 

 

8.750%

 

 

500 

 

8.750%

1/15/2023

 

 

850 

 

7.125%

 

 

850 

 

7.125%

4/15/2024

 

 

750 

 

7.625%

 

 

750 

 

7.625%

1/15/2025

 

 

775 

 

6.875%

 

 

775 

 

6.875%

11/1/2025

 

 

138 

 

7.000%

 

 

138 

 

7.000%

8/15/2026

 

 

 

6.800%

 

 

 

6.800%

1/15/2027

 

 

346 

 

7.875%

 

 

346 

 

7.875%

8/15/2031

 

 

945 

 

9.000%

 

 

945 

 

9.000%

10/1/2034

 

 

 

7.680%

 

 

 

7.680%

7/1/2035

 

 

125 

 

7.450%

 

 

125 

 

7.450%

10/1/2046

 

 

193 

 

7.050%

 

 

193 

 

7.050%

 

 

 

9,252 

 

 

 

 

9,500 

 

 

Subsidiary Debentures Due:

 

 

 

 

 

 

 

 

 

 

  2/15/2028

 

 

200 

 

6.730%

 

 

200 

 

6.730%

  10/15/2029

 

 

50 

 

8.400%

 

 

50 

 

8.400%

Total

 

$

9,502 

 

7.50% ***

 

$

9,750 

 

7.45% ***

 

*      Represents borrowings under the 2011 CoBank Credit Agreement, as defined below.

**    Represents borrowings under the 2014 CoBank Credit Agreement, as defined below.

***  Interest rate represents a weighted average of the stated interest rates of multiple issuances.

 

During the first six months of 2015, we entered into secured financings totaling $3 million with four year terms and no stated interest rate for certain equipment purchases.

 

On February 5, 2015, we signed a commitment letter for a bridge loan facility (the Verizon Bridge Facility) and recognized related interest expense of $73 million and $132 million, which is also included in “Other non-cash adjustments” in the consolidated statements of cash flows, during the three and six months ended June 30, 2015, respectively. The deferred costs and accrued liabilities related to the Verizon Bridge Facility of $53 million and $185 million are included in “Income taxes and other current assets” and “Other current liabilities,” respectively, in the consolidated balance sheet as of June 30, 2015. The Verizon Bridge Facility was entered into by the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.  Under the Verizon Bridge Facility, the lenders have agreed to provide us an unsecured bridge loan facility for up to $10.9 billion for the purposes of funding (i) substantially all of the purchase price for the Verizon Transaction and (ii) the fees and expenses incurred in connection with the transactions contemplated by the securities purchase agreement for the Verizon Transaction. Pursuant to the Verizon Bridge Facility, if and to the extent we do not, or are unable to, issue debt and equity securities yielding up to $10.9 billion in gross cash proceeds on or prior to the closing of the Verizon Transaction, we may draw down up to $10.9 billion, less the total amount of the debt and equity securities issued by us.

 

In June 2015, the Verizon Bridge Facility was reduced by $2.75 billion following execution of the common stock and mandatory convertible preferred stock offerings.  See Note 9 for further discussion.  Frontier expects the Verizon Bridge Facility to be replaced prior to the closing of the Verizon Transaction as debt and equity securities are issued by the Company.

 

The Company has a credit agreement with CoBank, ACB, as administrative agent, lead arranger and a lender, and the other lenders party thereto, for a $350 million senior unsecured delayed draw term loan facility (the 2014 CoBank Credit Agreement). The facility was drawn upon closing of the Connecticut Acquisition with proceeds used to partially finance the acquisition. The maturity date is October 24, 2019. Repayment of the outstanding principal balance will be made in quarterly installments of $9 million, which commenced on March 31, 2015, with the remaining outstanding principal balance to be repaid on the maturity date. Borrowings under the 2014 CoBank Credit Agreement bear interest based on the margins over the Base Rate (as defined in the 2014 CoBank Credit Agreement) or LIBOR, at the election of the Company. Interest rate margins under the facility (ranging from 0.875% to 2.875% for Base Rate borrowings and 1.875% to 3.875% for LIBOR borrowings) are subject to adjustments based on the Total Leverage Ratio of the Company, as such term is defined in the 2014 CoBank Credit Agreement. The interest rate on this facility at June 30, 2015 was LIBOR plus 3.875%.

 

The Company has a credit agreement with CoBank, ACB, as administrative agent, lead arranger and a lender, and the other lenders party thereto, for a $575 million senior unsecured term loan facility with a final maturity of October 14, 2016 (the 2011 CoBank Credit Agreement). The entire facility was drawn upon execution of the 2011 CoBank Credit Agreement in October 2011. Repayment of the outstanding principal balance is made in quarterly installments of $14 million, which commenced on March 31, 2012, with the remaining outstanding principal balance to be repaid on the final maturity date. Borrowings under the 2011 CoBank Credit Agreement bear interest based on the margins over the Base Rate (as defined in the 2011 CoBank Credit Agreement) or LIBOR, at the election of the Company. Interest rate margins under the facility (ranging from 0.875% to 2.875% for Base Rate borrowings and 1.875% to 3.875% for LIBOR borrowings) are subject to adjustments based on the Total Leverage Ratio of the Company, as such term is defined in the 2011 CoBank Credit Agreement. The interest rate on this facility at June 30, 2015 was LIBOR plus 3.875%

 

The Company has a revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and the other parties named therein (the Revolving Credit Agreement), for a $750 million revolving credit facility (the Revolving Credit Facility) with a scheduled termination date of May 31, 2018. As of June 30, 2015, the Revolving Credit Facility was fully available and no borrowings had been made thereunder. Associated commitment fees under the Revolving Credit Facility will vary from time to time depending on the Company’s debt rating (as defined in the Revolving Credit Agreement) and were 0.450% per annum as of June 30, 2015. During the term of the Revolving Credit Facility, the Company may borrow, repay and reborrow funds, and may obtain letters of credit, subject to customary borrowing conditions. Loans under the Revolving Credit Facility will bear interest based on the alternate base rate or the adjusted LIBO Rate (each as determined in the Revolving Credit Agreement), at the Company’s election, plus a margin based on the Company’s debt rating (ranging from 0.50% to 1.50% for alternate base rate borrowings and 1.50% to 2.50% for adjusted LIBO Rate borrowings). The interest rate on this facility at June 30, 2015 would have been the alternate base rate plus 1.50% or the adjusted LIBO Rate plus 2.50%, respectively. Letters of credit issued under the Revolving Credit Facility will also be subject to fees that vary depending on the Company’s debt rating. The Revolving Credit Facility is available for general corporate purposes but may not be used to fund dividend payments.

 

As of June 30, 2015, we were in compliance with all of our debt and credit facility financial covenants.

 

Our scheduled principal payments are as follows as of June 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

Principal

($ in millions)

 

Payments

    

 

 

 

2015 (remaining six months)

 

$

48 

2016

 

$

384 

2017

 

$

646 

2018

 

$

620 

2019

 

$

645 

2020

 

$

1,022 

Thereafter

 

$

6,169