FAIRPOINT COMMUNICATIONS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2009-11-04: Form 8-K; Period of report 2009-10-30; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2009-10-29: Form 8-K; Period of report 2009-10-26; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2009-10-26: Form 8-K; Period of report 2009-10-25; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
- 2009-10-01: Form 8-K; Period of report 2009-09-28; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 2.04.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2009-11-04 | 8-K | 2009-10-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 As previously disclosed, on October 26, 2009, FairPoint Communications, Inc. (the “Company”) and all of its direct and indirect subsidiaries filed voluntary petitions for relief (collectively, the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). 2.03 The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | a09-32889_18k.htm |
| 2009-10-29 | 8-K | 2009-10-26 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On October 26, 2009, the New York Stock Exchange (the “NYSE”) notified FairPoint Communications, Inc. (the “Company”) that it had determined that the listing of the Company’s common stock, par value $0.01 per share (the “Common Stock”), should be suspended immediately. | a09-32516_18k.htm |
| 2009-10-26 | 8-K | 2009-10-25 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On October 26, 2009, FairPoint Communications, Inc. (the “Company”) and all of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). 1.03 On October 26, 2009, the Debtors filed the Chapter 11 Cases. 7.01 Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available at www.fprestructuring.com. 8.01 Subject to the terms of confidentiality agreements (the “Confidentiality Agreements”) entered into by the Company and certain holders of the Notes (the “Holders”), the Company provided certain projected financial information (the “Projections”) to the Holders in connection with discussions among the Company, the Holders and their respective advisors regarding the Restructuring Plan. | a09-32187_18k.htm |
| 2009-10-01 | 8-K | 2009-09-28 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.04 FairPoint Communications, Inc. (the “Company”) did not make interest and amortization payments totaling $28.0 million due on September 30, 2009 under its credit facility, dated as of March 31, 2008, as amended (the “Credit Facility”), which failure resulted in an event of default under the Credit Facility. 5.02 On September 28, 2009, Robert Kennedy notified the Company’s Board of Directors (the “Board”) that he resigned from his position as a director of the Company, effective immediately. 8.01 A semi-annual interest payment is due on October 1, 2009 with respect to (i) the Company’s 131/8% Senior Notes due 2018 (the “Notes”), which were issued in connection with a private exchange offer for the Company’s 131/8% Senior Notes due 2018 issued in connection with its merger with Northern New England Spinco Inc. (the “Old Notes”), and (ii) the Old Notes. | a09-29267_18k.htm |
| 2009-09-28 | 8-K | 2009-09-25 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 As previously disclosed, FairPoint Communications, Inc. (the “Company”) was engaged in extensive negotiations with certain holders (the “Holders”) of its 131/8% Senior Notes due 2018 (the “Notes”), which were issued in connection with a private exchange offer for the Company’s 131/8% Senior Notes due 2018 issued in connection with its merger with Northern New England Spinco Inc. (the “Old Notes”), in order to effect a consensual, out-of-court restructuring of the Company’s capital structure which would not have involved the Company’s credit facility, dated as of March 31, 2008, as amended (the “Credit Facility”). 8.01 On September 28, 2009, the Company issued a press release entitled “FairPoint Discussing Restructuring Plan With Its Bank Lenders — Executes Forbearance Agreement” (the “Press Release”). | a09-28255_18k.htm |
| 2009-09-21 | 8-K | 2009-09-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On September 15, 2009, the New York Stock Exchange (the “NYSE”) notified FairPoint Communications, Inc. (the “Company”) that it was not in compliance with the NYSE continued listing standard under section 802.01C of the NYSE Listed Company Manual (the “NYSE Rules”) because the average closing price of the Company’s common stock, par value $0.01 per share, had been less than $1.00 per share for 30 consecutive trading days. 8.01 On September 21, 2009, the Company issued a press release entitled “FairPoint Communications Notified of Noncompliance with NYSE Continued Listing Requirements” (the “Press Release”). | a09-27084_18k.htm |
| 2009-08-18 | 8-K | 2009-08-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 17, 2009, Patricia Garrison-Corbin notified the Board of Directors (the “Board”) of FairPoint Communications, Inc. (the “Company”) that she is resigning from her position as a director of the Company, effective immediately. | a09-23519_18k.htm |
| 2009-08-07 | 8-K | 2009-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2009, FairPoint Communications, Inc. (the “Company”) issued a press release reporting the financial results for its second quarter ended June 30, 2009 (the “Earnings Release”). | a09-18759_38k.htm |
| 2009-08-03 | 8-K | 2009-07-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 On July 29, 2009 (the “Settlement Date”), FairPoint Communications, Inc. (the “Company”) consummated its private exchange offer (the “Exchange Offer”) for its outstanding 131/8% Senior Notes due 2018 (the “Old Notes”), pursuant to which an aggregate principal amount of $439,568,000 in Old Notes (which amount was equal to approximately 83% of the then outstanding Old Notes) were exchanged for an aggregate principal amount of $439,568,000 in new 131/8% Senior Notes due 2018 (the “New Notes”). 2.03 The disclosure under the heading “Indenture” set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 On July 30, 2009, the Company issued a press release entitled “FairPoint Communications Announces Consummation of the Private Debt Exchange Offer for its 131/8% Senior Notes due 2018” (the “Exchange Offer Press Release”). | a09-20028_18k.htm |
| 2009-07-20 | 8-K | 2009-07-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On July 17, 2009, the Compensation Committee (the “Compensation Committee”) of FairPoint Communications, Inc.’s (the “Company”) Board of Directors established the target bonus opportunity percentages and related performance goals for the period from July 1, 2009 through December 31, 2010 (the “Performance Period”) for David L. Hauser, the Company’s Chief Executive Officer, under the FairPoint Communications, Inc. 2008 Annual Incentive Plan (the “Annual Incentive Plan”), as provided in Mr. Hauser’s previously announced employment agreement, dated June 11, 2009. 8.01 On July 20, 2009, the Company issued a press release entitled “FairPoint Communications Announces Execution of Supplemental Indenture in Connection with the Private Debt Exchange Offer for its 131/8% Senior Notes due 2018” (the “Press Release”). | a09-19196_18k.htm |
| 2009-07-13 | 8-K | 2009-07-13 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 FairPoint Communications, Inc. (the “Company” or “FairPoint”) has amended (the “Amendments”) the terms of its (i) offer to exchange (the “Exchange Offer”) all of its 131/8% Senior Notes due 2018 (the “Notes”) that are validly tendered and accepted for new 131/8% Senior Notes due 2018 (the “New Notes”) in a principal amount equal to the principal amount of the exchanged Notes, plus accrued and unpaid interest on the exchanged Notes up to, but not including, the settlement date of the Exchange Offer (the “Settlement Date”) and (ii) solicitation of consents from the holders of the Notes (the “Consent Solicitation”) for certain amendments to the Indenture under which the Notes were issued, dated as of March 31, 2008, by and between Northern New England Spinco Inc., a subsidiary of Verizon Communications Inc., and U.S. Bank National Association, as trustee, as amended by the First Supplemental Indenture, dated as of March 31, 2008 (the “Indenture”), to eliminate or amend substantially all of the restrictive covenants and modify a number of the events of default and certain other provisions presently contained in the Indenture. 8.01 On July 13, 2009, the Company issued a press release entitled “FairPoint Communications Announces Amendments to the Private Debt Exchange Offer for its 131/8% Senior Notes due 2018” (the “Press Release”). | a09-18159_18k.htm |
| 2009-07-01 | 8-K | 2009-07-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On July 1, 2009, FairPoint Communications, Inc. (the “Company”) entered into a letter agreement with David L. Hauser, the Company’s newly appointed Chairman and Chief Executive Officer (the “Letter Agreement”). 8.01 On July 1, 2009, the Company issued a press release entitled “FairPoint Communications Announces Award of Stock Options and Restricted Stock to Newly Appointed Chairman and CEO” (the “Press Release”). | a09-17427_18k.htm |
| 2009-06-24 | 8-K | 2009-06-24 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On June 24, 2009, FairPoint Communications, Inc. (the “Company” or “FairPoint”) launched an offer to exchange (the “Exchange Offer”) all of its 131/8%Senior Notes due 2018 (the “Notes”) that are validly tendered by holders of such Notes who certify that they are Eligible Investors (as defined below) and are accepted by the Company for new 131/8% Senior Notes due 2018 (the “New Notes”) in a principal amount equal to the principal amount of the exchanged Notes, plus accrued and unpaid interest on such exchanged Notes up to, but not including, the date on which the New Notes are issued (the “Settlement Date”). 8.01 On June 24, 2009, the Company issued a press release entitled “FairPoint Announces Private Debt Exchange Offer for its 131/8% Senior Notes due 2018” (the “Press Release”). | a09-16890_18k.htm |
| 2009-06-16 | 8-K | 2009-06-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On June 16, 2009, the Board of Directors (the “Board”) of FairPoint Communications, Inc. (the “Company”) announced that it has appointed David L. Hauser, age 57, to serve as Chairman of the Board (“Chairman”) and Chief Executive Officer of the Company, effective July 1, 2009. 8.01 On June 16, 2009, the Company issued a press release entitled “FairPoint Communications Appoints David L. Hauser Chairman and CEO” (the “Press Release”). | a09-16164_18k.htm |
| 2009-05-13 | 8-K | 2009-05-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 In connection with the March 31, 2008 merger (the “Merger”) between FairPoint Communications, Inc. (the “Company”) and Northern New England Spinco Inc., a subsidiary of Verizon Communications Inc. (“Verizon”), the Company entered into a Settlement Agreement (the “Stipulation”), dated as of January 23, 2008, with certain affiliates of Verizon and the staff of the New Hampshire Public Utilities Commission (the “NHPUC”). | a09-13276_18k.htm |
| 2009-05-08 | 8-K | 2009-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2009, FairPoint Communications, Inc. (the “Company”) issued a press release reporting the financial results for its first quarter ended March 31, 2009 (the “Earnings Release”). | a09-12930_18k.htm |
| 2009-03-09 | 8-K | 2009-03-03 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.02 On March 5, 2009, FairPoint Communications, Inc. (the “Company”) issued a press release reporting its financial results for the quarter and year ended December 31, 2008 (the “Earnings Release”). 5.02 On March 3, 2009, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) established the 2009 target bonus opportunity percentages and related performance goals for certain members of the Company’s senior management under the FairPoint Communications, Inc. 2008 Annual Incentive Plan (the “Annual Incentive Plan”). 8.01 On March 4, 2009, the Board voted to suspend the Company’s quarterly dividend. | a09-7220_18k.htm |
| 2009-02-06 | 8-K | 2009-02-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 – Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. | a09-4709_28k.htm |
| 2009-02-04 | 8-K | 2009-01-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 30, 2009, FairPoint Communications, Inc. (the “Company”) and certain of its subsidiaries entered into a Transition Agreement (the “Transition Agreement”) with Verizon Communications Inc. (“Verizon”), Verizon New England Inc. (“Verizon New England”) and Verizon Information Technologies LLC (“Verizon Technologies”). | a09-4709_18k.htm |
| 2009-01-22 | 8-K | 2009-01-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 – Entry into a Material Definitive Agreement. | a09-3344_18k.htm |