Obligation Frontier Communications Corp 7.125% ( US17453BAW19 ) en USD

Frontier Communications Corp

100 % ▲

Etats-unis

US17453BAW19 ( en USD )

7.125% par an ( paiement semestriel )

14/03/2019 - Obligation échue

Prospectus brochure de l'obligation Frontier Communications Corp US17453BAW19 en USD 7.125%, échue

1 000 USD

434 000 000 USD

17453BAW1

N/A

Frontier Communications Corp. est une société américaine de télécommunications offrant des services de téléphonie fixe, d'internet haut débit et de télévision par câble à des clients résidentiels et commerciaux, principalement dans des zones rurales et périurbaines des États-Unis.

L'Obligation émise par Frontier Communications Corp ( Etats-unis ) , en USD, avec le code ISIN US17453BAW19, paye un coupon de 7.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2019

Prospectus dated April 16,2007
Page 1 of 70
424B3 1 d424b3.htm PROSPECTUS DATED APRIL 16,2007
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-141466
P R O S P E C T U S

Citizens Communications
Company

Up to $400,000,000 Principal Amount Up to $300,000,000 Principal Amount Up to $450,000,000 Principal Amount
of Registered 7.875% Senior Notes due of Registered 6.625% Senior Notes due of Registered 7.125% Senior Notes
2027

2015
due 2019
For

For
For
A Like Principal Amount of 7.875%
A Like Principal Amount of 6.625%
A Like Principal Amount of 7.125%
Senior Notes due 2027

Senior Notes due 2015
Senior Notes due 2019

We are offering to exchange registered 7.875% Senior Notes due 2027, 6.625% Senior Notes due 2015 and 7.125%
Senior Notes due 2019 (collectively the "exchange notes"), for our outstanding unregistered 7.875% Senior Notes due 2027,
6.625% Senior Notes due 2015 and 7.125% Senior Notes due 2019, respectively (collectively the "original notes"). We
sometimes refer to the original notes and the exchange notes in this prospectus together as the "notes." The terms of the
exchange notes are substantially identical to the terms of the original notes, except that the exchange notes are registered
under the Securities Act of 1933 (the "Securities Act"), and the transfer restrictions and registration rights and related
additional interest provisions applicable to the original notes do not apply to the exchange notes. The exchange notes will be
exchanged for the original notes in integral multiples of $1,000 principal amount. This offer is subject to certain customary
conditions and will expire at 5:00 p.m., New York City time, on May 15, 2007, unless we extend it. The exchange notes will
not trade on any established exchange.
Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge
that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal accompanying
this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for
securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, starting on the expiration date and ending on the close of business one year after the
expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."
Please see " Risk Factors" beginning on page 16 for a discussion of certain factors you should
consider in connection with this exchange offer.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
We are not asking you for a proxy and you are requested not to send us a proxy.
The date of this prospectus is April 16, 2007.
file://U:\Tamara\exch Citizens Comm Co, 7.875% Sr Nt due 2027, 6.625% Sr Nt due 2015... 5/22/2007

Prospectus dated April 16,2007
Page 2 of 70
Table of Contents
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide
you with different information. This prospectus is not an offer to sell or a solicitation of an offer to buy the notes in
any jurisdiction or under any circumstances in which the offer or sale is unlawful. You should not assume that the
information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus
and that any information we have incorporated by reference is accurate as of any date other than the date of the
document incorporated by reference.

TABLE OF CONTENTS

Page
Where You Can Find More Information

ii
Summary

1
Risk Factors

16
Forward-Looking Statements

23
Use of Proceeds

25
Capitalization

26
Unaudited Pro Forma Condensed Combined Financial Information

27
The Exchange Offer

33
Description of Other Indebtedness

41
Description of Notes

43
Certain United States Federal Tax Considerations

59
Plan of Distribution

63
Legal Matters

64
Experts

64

Except as otherwise indicated, this prospectus speaks as of the date of this prospectus. Neither the delivery of the
prospectus nor any exchange of any notes shall, under any circumstances, create any implication that there have been no
changes in our affairs after the date of this prospectus.

i
file://U:\Tamara\exch Citizens Comm Co, 7.875% Sr Nt due 2027, 6.625% Sr Nt due 2015... 5/22/2007

Prospectus dated April 16,2007
Page 3 of 70
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annually, quarterly and special reports, proxy statements and other information with the SEC.
We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to this exchange
offer. This prospectus does not contain all of the information contained in the registration statement and the exhibits to the
registration statement. Copies of our SEC filings, including the exhibits to the registration statement, are available through us
or from the SEC through the SEC's website or at its facilities described below.
We incorporate by reference in this prospectus the following documents filed with the SEC pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"):
1. our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the "2006 Form 10-K");
2. our Current Reports on Form 8-K filed on September 18, 2006, December 29, 2006, January 16,
2007, February 27, 2007, March 1, 2007, March 9, 2007, March 15, 2007, March 19, 2007, March 20, 2007, March 23,
2007, March 27, 2007 and March 28, 2007; and
3. the following sections in Commonwealth Telephone Enterprises, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 2006 ("Commonwealth's 2006 Form 10-K"):

·
the following items in Part I:
Item 1: Business:
Item 1A: Risk Factors;
Item 1B: Unresolved Staff Comments;
Item 2: Properties; and
Item 3: Legal Proceedings;

·
all of Part II comprising the following items:
Item 5: Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities;
Item 6: Selected Financial Data;
Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations;
Item 7A: Quantitative and Qualitative Disclosures about Market Risk;
Item 8: Financial Statements and Supplementary Data;
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure;
Item 9A: Controls and Procedures; and
Item 9B: Other Information; and

·
the following items in Part IV:
Item 15(a)(1): Financial Statements; and
Item 15(a)(2): Financial Statement Schedules.
We also incorporate by reference any future filings made by us with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Exchange Act until the expiration date of the exchange offer.

ii
file://U:\Tamara\exch Citizens Comm Co, 7.875% Sr Nt due 2027, 6.625% Sr Nt due 2015... 5/22/2007

Prospectus dated April 16,2007
Page 4 of 70
Table of Contents
The information incorporated by reference is an important part of this prospectus, and references to information
included or contained (or similar expressions) in this prospectus shall be deemed to include such incorporated information.
Information that we file later with the SEC will automatically update and supersede this information as well as the other
information included in this prospectus.
You may read and copy any document we file with the SEC at the SEC public reference room located at:
100 F Street, N.E.
Washington, D.C. 20549
Please call the SEC at 1-800-SEC-0330 for further information on the public reference room and its copy charges. Our
SEC filings are also available to the public on the SEC's web site at http://www.sec.gov and through the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, on which our shares of common stock are traded.
You may obtain a copy of any or all of the documents summarized in this prospectus or incorporated by reference in this
prospectus, without charge, by request directed to us at the following address and telephone number:
Citizens Communications Company
3 High Ridge Park
Stamford, CT 06905-1390
Attention: Corporate Secretary
Telephone: (203) 614-5600
To obtain timely delivery of any copies of filings requested from us, please write or telephone us no later than
May 8, 2007.
For further information with respect to us, we refer you to the registration statement and the exhibits filed as part of the
registration statement.

iii
file://U:\Tamara\exch Citizens Comm Co, 7.875% Sr Nt due 2027, 6.625% Sr Nt due 2015... 5/22/2007

Prospectus dated April 16,2007
Page 5 of 70
Table of Contents
SUMMARY
This summary highlights only selected information from, or incorporated by reference in, this prospectus and may
not contain all the information that is important to you. To better understand this offering and the merger described
below under "Merger with Commonwealth," you should carefully read this entire prospectus, including the documents
incorporated by reference. See also "Where You Can Find More Information." As used in this prospectus, "we," "us,"
"our," "our company," and "Citizens" refer, as the context requires, to Citizens Communications Company and its
consolidated subsidiaries or Citizens Communications Company, as the issuer of the notes. Our consolidated
subsidiaries include Commonwealth Telephone Enterprises, Inc. and its subsidiaries as of March 8, 2007.
Citizens
We are a full-service communications provider and one of the largest local exchange telephone carriers in the
country based on the number of access lines. We are typically the dominant incumbent carrier in the markets we serve
and provide the last mile of telecommunications services to residential and business customers in these markets. Under
the Frontier Communications Solutions brand name, we offer telephone, internet and television services, as well as
bundled offerings, ESPN360 streaming video, security solutions and specialized bundles for residences, small business
and home offices.
The services that we provide include access, local and long distance services, data and internet services, directory
services, television services and more recently, wireless services. Through our access services, we allow other carriers
the use of our facilities to originate and terminate their long distance voice and data traffic. We also allow certain carriers
and high-volume commercial customers access to dedicated high-capacity circuits. Through our local services, we
provide basic and enhanced telephone wireline access services to residential and non-residential customers. Through our
long distance services, we offer local services customers the opportunity to obtain both local and long distance calling
service from us. Our data and internet services offer customers a range of internet access and data transfer options. Our
directory services involve the provision of white and yellow pages directories of residential and business listings. We
provide television services in partnership with a satellite television provider. During 2006, we began offering wireless
data services in certain markets. Our wireless data services utilize technologies that are relatively new, and we depend to
some degree on the representations of equipment vendors, lab testing and the experiences of others who have been
successful at deploying these new technologies.
Our objective is to be the leader in providing communications services to residential and business customers in our
markets. We are committed to delivering innovative and reliable products and solutions with an emphasis on
convenience, service and customer satisfaction. We believe that superior customer service and innovative product
positioning will continue to differentiate us from our competitors in the marketplace. Our customer base is located in
areas that are generally less densely populated than the primary service areas of other large incumbent local exchange
carriers, resulting in fewer competitive exchange carriers servicing our customer base in those areas.
At December 31, 2006, we had approximately 2.5 million revenue generating units (RGUs) in 23 states, comprised
of approximately 2.1 million voice access lines and approximately 393,000 high-speed internet subscribers. For the year
ended December 31, 2006, we had total revenue of approximately $2.0 billion and operating income of $644.5 million.
Citizens is a Delaware corporation with our executive offices at 3 High Ridge Park, Stamford, Connecticut 06905.
Our telephone number is (203) 614-5600.

1
file://U:\Tamara\exch Citizens Comm Co, 7.875% Sr Nt due 2027, 6.625% Sr Nt due 2015... 5/22/2007

Prospectus dated April 16,2007
Page 6 of 70
Table of Contents
Merger with Commonwealth
On March 8, 2007, a wholly owned subsidiary of ours merged with and into Commonwealth Telephone Enterprises,
Inc. ("Commonwealth"), pursuant to an Agreement and Plan of Merger dated September 17, 2006 between us and
Commonwealth (the "Merger"). As a result of the Merger, the separate corporate existence of the wholly owned
subsidiary ceased and Commonwealth continued as the surviving corporation in the Merger and as our wholly owned
subsidiary. As a result, we became the second largest rural telecommunications carrier in the United States and the third
largest non-regional Bell operating company in the country based on the number of access lines.
Commonwealth is a telecommunications company providing telephony and related services in Pennsylvania
markets as a rural incumbent local exchange carrier, or RLEC. Commonwealth provides these RLEC services through its
subsidiary Commonwealth Telephone Company and, immediately prior to the Merger, was the seventh largest non-
regional Bell operating company in the country based on the number of access lines. Commonwealth also operates,
through its subsidiary CTSI, LLC, as a competitive local exchange carrier, or CLEC, in three regional Pennsylvania
markets that border its RLEC markets, which are referred to as "edge out" markets. In addition, Commonwealth owns
and operates other telecommunications related support businesses that operate in deregulated segments of the
telecommunications industry and support the operations of its two primary businesses. These businesses are epix®
Internet Services, one of the Northeast's largest rural dial-up internet service providers, and Commonwealth
Communications, a provider of telecommunications equipment and facilities management services.
At December 31, 2006, Commonwealth had approximately 452,000 access lines and approximately 45,000 high-
speed internet (or DSL) subscribers in various rural Pennsylvania markets. For the year ended December 31, 2006,
Commonwealth had total sales of $330.6 million and operating income of $113.5 million.
As of December 31, 2006, and pro forma for the Merger, we would have had approximately 2.6 million access lines
and 438,000 high-speed internet customers in 23 states.
At the effective time of the Merger, each share of Commonwealth common stock (other than shares owned by us,
our Merger subsidiary or Commonwealth) was converted into the right to receive (i) 0.768 shares of our common stock,
par value $0.25 per share and (ii) $31.31 in cash, without interest.
We financed the cash portion of the Merger in part with the net proceeds of the offering of the 7.875% Senior Notes
due 2027 as well as other borrowings. See "Unaudited Pro Forma Condensed Combined Financial Information" and
"Use of Proceeds."
A copy of the merger agreement is included as an exhibit to our Form 8-K filed September 18, 2006 which is
incorporated herein by reference. The foregoing description of the merger agreement is qualified in its entirety by
reference to the full text of the merger agreement.
Recent Developments
On March 23, 2007, we commenced a cash tender offer to repurchase Commonwealth's outstanding 3.25%
convertible notes due 2023 and 2005 Series A 3.25% convertible notes due 2023. At December 31, 2006,
Commonwealth had outstanding $300 million in aggregate principal amount of such convertible notes. As a result of the
Merger, holders of such convertible notes are entitled to exercise their conversion rights during a designated period prior
to and following the Merger. In addition, we are obligated to offer to repurchase their notes at a cash repurchase price
equal to 100% of principal amount plus accrued and unpaid interest. As a result, we commenced the cash tender offer,
which is scheduled to expire on April 20, 2007. Prior to March 8, 2007,

2
file://U:\Tamara\exch Citizens Comm Co, 7.875% Sr Nt due 2027, 6.625% Sr Nt due 2015... 5/22/2007

Prospectus dated April 16,2007
Page 7 of 70
Table of Contents
approximately $108 million of such convertible notes was converted to Commonwealth common stock, which shares
were converted into the merger consideration at the closing of the Merger. For purposes of the pro forma financial
information included in this prospectus, we have assumed that the remaining $192 million of Commonwealth convertible
notes will be converted during the designated conversion period, at an estimated aggregate cost (inclusive of the
premium resulting from such conversion) of $207 million, which will be settled in cash and Citizens common stock. As
of March 30, 2007, holders of approximately $150 million of the remaining $192 million of Commonwealth convertible
notes had given notice to exercise their conversion rights. See "Description of Other Indebtedness."
We have elected to redeem $495.2 million principal amount of our outstanding 7.625% Senior Notes due 2008 on
April 26, 2007. We intend to use a part of the net proceeds from the offering on March 23, 2007, of the 6.625% Senior
Notes due 2015 and the 7.125% Senior Notes due 2019 to redeem the 7.625% Senior Notes due 2008 and pay related
premiums, fees and expenses estimated to be $15 million. See "Description of Other Indebtedness."

3
file://U:\Tamara\exch Citizens Comm Co, 7.875% Sr Nt due 2027, 6.625% Sr Nt due 2015... 5/22/2007

Prospectus dated April 16,2007
Page 8 of 70
Table of Contents
Summary of the Terms of the Exchange Offer

Background
On December 22, 2006, we completed a private placement of $400,000,000
aggregate principal amount of 7.875% Senior Notes due 2027 (the "original
2027 notes"). On March 23, 2007, we completed a private placement of
$300,000,000 aggregate principal amount of 6.625% Senior Notes due 2015
(the "original 2015 notes") and $450,000,000 aggregate principal amount of
7.125% Senior Notes due 2019 (the "original 2019 notes"). In connection
with these private placements, we entered into registration rights agreements
in which we agreed to, among other things, complete exchange offers.

The Exchange Offer
We are offering to exchange (i) our new 7.875% Senior Notes due 2027 (the
"new 2027 notes") which have been registered under the Securities Act for a
like principal amount of our outstanding, unregistered original 2027 notes,
(ii) our new 6.625% Senior Notes due 2015 (the "new 2015 notes") which
have been registered under the Securities Act for a like principal amount of
our outstanding, unregistered original 2015 notes and (iii) our new 7.125%
Senior Notes due 2019 (the "new 2019 notes") which have been registered
under the Securities Act for a like principal amount of our outstanding,
unregistered original 2019 notes. Original notes may only be tendered in
integral multiples of $1,000 principal amount. See "The Exchange Offer--
Terms of the Exchange."

Resale of Exchange Notes
Based upon the position of the staff of the SEC as described in previous no-
action letters, we believe that exchange notes issued pursuant to the exchange
offer in exchange for original notes may be offered for resale, resold and
otherwise transferred by you without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that:

·
you are acquiring the exchange notes in the ordinary course of your

business;

·
you have not participated in, do not intend to participate in, and have

no arrangement or understanding with any person to participate in a
distribution of the exchange notes; and

·
you are not our "affiliate" as defined under Rule 405 of the Securities

Act.

We do not intend to apply for listing of the exchange notes on any securities
exchange or to seek approval for quotation through an automated quotation
system. Accordingly, there can be no assurance that an active market will
develop upon completion of the exchange offer or, if developed, that such
market will be sustained or as to the liquidity of any market.

Each broker-dealer that receives exchange notes for its own account in
exchange for original notes, where such original notes were acquired by such
broker-dealer as a result of market-making activities

4
file://U:\Tamara\exch Citizens Comm Co, 7.875% Sr Nt due 2027, 6.625% Sr Nt due 2015... 5/22/2007

Prospectus dated April 16,2007
Page 9 of 70
Table of Contents

or other trading activities, must acknowledge that it will deliver a prospectus
in connection with any resale of exchange notes. See "Plan of Distribution."

Consequences If You Do Not
Original notes that are not tendered in the exchange offer or are not accepted
Exchange Your Original Notes
for exchange will continue to bear legends restricting their transfer. You will
not be able to offer or sell such original notes unless:

·
you are able to rely on an exemption from the requirements of the

Securities Act; or

·
the original notes are registered under the Securities Act.

After the exchange offer is closed, we will no longer have an obligation to
register the original notes, except under limited circumstances. To the extent
that original notes are tendered and accepted in the exchange offer, the
trading market for any remaining original notes will be adversely affected.
See "Risk Factors--If you fail to exchange your original notes, they will
continue to be restricted securities and may become less liquid."

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on May
15, 2007, unless we extend the exchange offer. See "The Exchange Offer--
Expiration Date; Extensions; Amendments."

Issuance of Exchange Notes
We will issue exchange notes of the applicable series in exchange for original
notes of that series tendered and accepted in the exchange offer promptly
following the expiration date (unless amended as described in this
prospectus). See "The Exchange Offer--Terms of the Exchange."

Certain Conditions to the Exchange
The exchange offer is subject to certain customary conditions, which we may
Offer
amend or waive. The exchange offer is not conditioned upon any minimum
principal amount of outstanding original notes being tendered. See "The
Exchange Offer--Conditions to the Exchange Offer."

Special Procedures for Beneficial
If you beneficially own original notes which are registered in the name of a
Holders
broker, dealer, commercial bank, trust company or other nominee and you
wish to tender in the exchange offer, you should contact the registered holder
promptly and instruct such person to tender on your behalf. If you wish to
tender in the exchange offer on your own behalf, you must, prior to
completing and executing the letter of transmittal and delivering your
original notes, either arrange to have the original notes registered in your
name or obtain a properly completed bond power from the registered holder.
The transfer of registered ownership may take a considerable amount of time.
See "The Exchange Offer--Procedures for Tendering."

5
file://U:\Tamara\exch Citizens Comm Co, 7.875% Sr Nt due 2027, 6.625% Sr Nt due 2015... 5/22/2007

Prospectus dated April 16,2007
Page 10 of 70
Table of Contents
Withdrawal Rights
You may withdraw your tender of original notes at any time before the
exchange offer expires. See "The Exchange Offer--Withdrawal of Tenders."

Accounting Treatment
We will not recognize any gain or loss for accounting purposes upon the
completion of the exchange offer. The expenses of the exchange offer that we
pay will increase our deferred financing costs in accordance with generally
accepted accounting principles ("GAAP"). See "The Exchange Offer--
Accounting Treatment."

Federal Income Tax Consequences
The exchange pursuant to the exchange offer generally will not be a taxable
event for U.S. federal income tax purposes. See "Certain U.S. Federal
Income Tax Considerations."

Use of Proceeds
We will not receive any proceeds from the exchange or the issuance of
exchange notes in connection with the exchange offer.

Exchange Agent
The Bank of New York is serving as exchange agent in connection with the
exchange offer.

6
file://U:\Tamara\exch Citizens Comm Co, 7.875% Sr Nt due 2027, 6.625% Sr Nt due 2015... 5/22/2007