WaveDivision Capital LLC (‘WDC'), Searchlight Capital Partners LLC (‘Searchlight'), Public Sector Pension Investment Board, British Columbia Investment Management Corporation and Canada Pension Plan Investment Board entered into a definitive agreement to acquire its operations and associated assets in Washington, Oregon, Idaho and Montana from Frontier Communications Corporation (NASDAQ:FTR) for $1.4 billion on May 28, 2019. Under the terms of the transaction, Frontier will receive $1,352 million in cash at closing subject to certain adjustments, including working capital as compared to an agreed target, and certain pension and retiree medical liabilities. A portion of consideration will be held in escrow as adjustment escrow amount, employee liability adjustment escrow amount and indemnity escrow amount and will be paid post-closing. Upon completion, WaveDivision Capital will rename the business to Ziply Fiber. Ziply Fiber will be led by Harold Zeitz. WDC and Searchlight have formed a new company to operate the acquired business and honor existing customer commitments and contracts after the transaction closes. As of March 23, 2020, the name of the operations has been changed to Ziply Fiber. Frontier has agreed to provide certain transition services to the new ownership group following the closing. In case of termination of merger, WDC and Searchlight will pay termination fee $86.125 million.

The operations being acquired accounted for $619 million of revenue, $46 million of net income, $61 million in EBIT, $272 million of adjusted EBITDA for the twelve months ending March 31, 2019. The transaction is subject to approvals from the U.S. Department of Justice, Committee on Foreign Investment in the United States, the Federal Communications Commission, the Washington Utilities and Transportation Commission, the Public Utility Commission of Oregon, the Montana Public Service Commission and certain local video cable franchising authorities representing approximately 85% of the Business's current subscriber base. As of June 21, 2019, FTC granted the early termination notice. As of April 27, 2020, United States Bankruptcy Court approved the transaction. The transaction is anticipated to close within one year. As of August 6, 2019, transaction is expected to close in the first quarter of 2020. As of March 20, 2020, the transaction is expected to close as soon as April 30, 2020.

Evercore Inc. served as financial advisor to Frontier Communications. Robert I. Townsend, III, Keith Hallam, William V. Fogg, Stephen M. Kessing, Christopher K. Fargo, Eric W. Hilfers, Nicole F. Foster, David J. Kappos, Matthew Morreale, Cecily Xi, Alexander Lee Abelson, Kyra E. Ferber, Yuta Mizuno, Sally Ye, Miling Y. Harrington, Somi A. Umolu, Armin Hoss, Brian M. Budnick, Matthew G. Jones and Nathan H. Trunnell of Cravath, Swaine & Moore LLP served as legal advisor to Frontier Communications. WDC and Searchlight were advised by Bank of America, Credit Suisse, and Deutsche Bank, Angelo Bonvino, Patrick Campbell, Matthew Goldstein, Eric Goodison, John Kennedy, Brian Kim, Brian Lavin, Taurie Zeitzer, Gabriella Toossi, Patricia Vaz de Almeida, Nathan Sawyer, Andrew Gaines, Reuven Falik, Chuck Googe, David Sicular, Geoffrey Chepiga, Lewis Clayton, Daniel Mason, Peter Jaffe, Mitchell Berg, Alice Eaton, Sarah Harnett, Carolyn Casselman, Richard Elliott, Marta Kelly,Yuni Sobel and William O'Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisors to WDC and Searchlight. Andrea Schwartzman of Latham & Watkins LLP acted as legal advisor to Searchlight. Citibank, N.A. acted as escrow agent for the transaction. Duff & Phelps, LLC acted as financial advisor to Frontier Communications.

WaveDivision Capital LLC (‘WDC'), Searchlight Capital Partners LLC (‘Searchlight'), Public Sector Pension Investment Board, British Columbia Investment Management Corporation and Canada Pension Plan Investment Board completed the acquisition of its operations and associated assets in Washington, Oregon, Idaho and Montana from Frontier Communications Corporation (NASDAQ:FTR) on May 1, 2020. Doug Warner, Andrew Chizzik and Kimberly Blanchard of Weil, Gotshal & Manges LLP acted as legal advisor to Public Sector Pension Investment Board.