20-22476-rdd Doc 125 Filed 04/22/20 Entered 04/22/20 13:51:33 Main Document Pg 1 of 149 Hearing Date and Time: April 24, 2020, at 2:00 p.m. (prevailing Eastern Time) Objection Deadline: April 23, 2020, at 3:00 p.m. (prevailing Eastern Time) Stephen E. Hessler, P.C. Chad J. Husnick, P.C. Mark McKane, P.C. (admitted pro hac vice) Benjamin M. Rhode (pro hac vice pending) Patrick Venter KIRKLAND & ELLIS LLP KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street 601 Lexington Avenue Chicago, Illinois 60654 New York, New York 10022 Telephone: (312) 862-2000 Telephone: (212) 446-4800 Facsimile: (312) 862-2200 Facsimile: (212) 446-4900 Proposed Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) FRONTIER COMMUNICATIONS ) Case No. 20-22476 (RDD) CORPORATION, et al.,1 ) ) Debtors. ) (Jointly Administered) ) NOTICE OF SALE HEARING AND FILING OF DEBTORS’ AMENDED MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING AND APPROVING (A) THE ASSUMPTION OF THE PURCHASE AGREEMENT, (B) THE SALE OF THE DEBTORS’ PACIFIC NORTHWEST ASSETS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, AND (C) THE DEBTORS’ ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, (II) DISMISSING THE TRANSFERRED SUBSIDIARIES’ CHAPTER 11 CASES, AND (III) GRANTING RELATED RELIEF PLEASE TAKE NOTICE that on April 15, 2020, Frontier Communications Corporation and certain of its affiliates, as debtors and debtors in possession (collectively, the “Debtors”), filed the Debtors’ Motion for Entry of an Order (I) Authorizing and Approving (A) the Assumption of 1 The last four digits of Debtor Frontier Communications Corporation’s tax identification number are 9596. Due to the large number of debtor entities in these chapter 11 cases, for which the Court has ordered joint administration, a complete list of the debtor entities and the last four digits of their federal tax identification numbers are not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at https://cases.primeclerk.com/ftr. The location of the Debtors’ service address for purposes of these chapter 11 cases is: 50 Main Street, Suite 1000, White Plains, New York 10606. KE 67934470 20-22476-rdd Doc 125 Filed 04/22/20 Entered 04/22/20 13:51:33 Main Document Pg 2 of 149 the Purchase Agreement, (B) the Sale of the Debtors’ Pacific Northwest Assets Free and Clear of All Claims, Liens, Rights, Interests, and Encumbrances, and (C) the Debtors’ Assumption of Certain Executory Contracts and Unexpired Leases, and (II) Granting Related Relief [Docket No. 22] (the “Sale Motion”) and the Debtors’ Motion to Schedule an Expedited Hearing and Shorten the Notice Period with Respect to the Debtors’ Motion to Sell the Pacific Northwest Assets Free and Clear of All Claims, Liens, Rights, Interests, and Encumbrances, and the Debtors’ Assumption of Certain Executory Contracts and Unexpired Leases [Docket No. 20] (the “Motion to Shorten Time”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). PLEASE TAKE FURTHER NOTICE that on April 22, 2020, the Debtors filed the Debtors’ Motion Seeking Entry of an Order Authorizing the Debtors to Redact Certain Information in the Transition Services Agreement Related to the Purchase Agreement [Docket No. 124] (the “TSA Redaction Motion”) in the Court. PLEASE TAKE FURTHER NOTICE that the Debtors hereby file the Debtors’ Amended Motion for Entry of an Order (I) Authorizing and Approving (A) the Assumption of the Purchase Agreement, (B) the Sale of the Debtors’ Pacific Northwest Assets Free and Clear of All Claims, Liens, Rights, Interests, and Encumbrances, and (C) the Debtors’ Assumption of Certain Executory Contracts and Unexpired Leases, (II) Dismissing the Transferred Subsidiaries’ Chapter 11 Cases, and (III) Granting Related Relief attached hereto as Exhibit A (the “Amended Sale Motion”). PLEASE TAKE FURTHER NOTICE that a comparison between the Amended Sale Motion and the Sale Motion is attached hereto as Exhibit B. 20-22476-rdd Doc 125 Filed 04/22/20 Entered 04/22/20 13:51:33 Main Document Pg 3 of 149 PLEASE TAKE FURTHER NOTICE that, as a result of discussion among all relevant parties, the Amended Sale Motion resolves all informal comments the Debtors have received to the relief requested by the Sale Motion. PLEASE TAKE FURTHER NOTICE that a hearing to consider the Amended Sale Motion and TSA Redaction Motion (the “Sale Hearing”) has been scheduled by the Court for April 24, 2020, at 2:00 p.m., prevailing Eastern Time,2 with such hearing to be held before the Honorable Robert D. Drain, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York, at the United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street White Plains, New York 10601 in accordance with the Court’s schedule. The Debtors have requested that the Court consider the relief requested in the Amended Sale Motion on a final basis. PLEASE TAKE FURTHER NOTICE that your rights may be affected. You should read the Amended Sale Motion and the TSA Redaction Motion carefully and discuss them with your attorney, if you have one in connection with the chapter 11 cases. (If you do not have an attorney, you may wish to consult with one). PLEASE TAKE FURTHER NOTICE that any responses or objections to the relief requested at the Sale Hearing shall: (a) be in writing; (b) conform to the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules for the Southern District of New York, all General Orders applicable to chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York, and the Interim Order (I) Establishing Certain Notice, Case 2 See Order Scheduling an Expedited Hearing and Shortening the Notice Period with Respect to the Debtors’ Motion to Sell the Pacific Northwest Assets Free and Clear of All Claims, Liens, Rights, Interests, and Encumbrances, and the Debtors’ Assumption of Certain Executory Contracts and Unexpired Leases [Docket No. 80]. 20-22476-rdd Doc 125 Filed 04/22/20 Entered 04/22/20 13:51:33 Main Document Pg 4 of 149 Management, and Administrative Procedures and (II) Granting Related Relief [Docket No. 81] (the “Case Management Order”) approved by the Court; (c) be filed electronically with the Court on the docket of In re Frontier Communications Corporation, Case 20-22476 (RDD) by registered users of the Court’s electronic filing system and in accordance with the General Order M-399 (which is available on the Court’s website at http://www.nysb.uscourts.gov); and (d) be served so as to be actually received by April 23, 2020, at 3:00 p.m., prevailing Eastern Time, by (i) the entities on the Master Service List (as defined in the Case Management Order and available on the Debtors’ case website at http://cases.primeclerk.com/ftr) and (ii) any person or entity with a particularized interest in the subject matter of the Amended Sale Motion. PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served with respect to the Amended Sale Motion, the Debtors shall, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form attached as Exhibit A to the Amended Sale Motion, which order the Bankruptcy Court may enter with no further notice or opportunity to be heard. PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served with respect to the TSA Redaction Motion, the Debtors shall, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form attached as Exhibit A to the TSA Redaction Motion, which order the Bankruptcy Court may enter with no further notice or opportunity to be heard. PLEASE TAKE FURTHER NOTICE that the Sale Hearing may be continued or adjourned thereafter from time to time without further notice other than an announcement of the adjourned date or dates at the Sale Hearing. The Debtors will file an agenda before the Sale 20-22476-rdd Doc 125 Filed 04/22/20 Entered 04/22/20 13:51:33 Main Document Pg 5 of 149 Hearing, which may modify or supplement the Amended Sale Motion to be heard at the Sale Hearing. PLEASE TAKE FURTHER NOTICE that copies of the Amended Sale Motion, the Motion to Shorten Time, the TSA Redaction Motion, all documents filed in these chapter 11 cases may be obtained free of charge by visiting the website of Prime Clerk LLC at http://cases.primeclerk.com/ftr. You may also obtain copies of any pleadings by visiting the Bankruptcy Court’s website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein. [Remainder of page intentionally left blank.] 20-22476-rdd Doc 125 Filed 04/22/20 Entered 04/22/20 13:51:33 Main Document Pg 6 of 149 Dated: April 22, 2020 /s/ Stephen E. Hessler New York, New York Stephen E. Hessler, P.C. Mark McKane, P.C. (admitted pro hac vice) Patrick Venter KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - Chad J. Husnick, P.C. Benjamin M. Rhode (pro hac vice pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession 20-22476-rdd Doc 125 Filed 04/22/20 Entered 04/22/20 13:51:33 Main Document Pg 7 of 149 Exhibit A Amended Sale Motion 20-22476-rdd Doc 125 Filed 04/22/20 Entered 04/22/20 13:51:33 Main Document Pg 8 of 149 Stephen E.