CenturyLink, Inc. (NYSE:CTL) Files An 8-K Other Events
Item8.01
Other Events.
As previously disclosed, CenturyLink, Inc. (the Company or
CenturyLink) has agreed to appoint to its board of directors, on
or prior to the closing date of the Companys pending acquisition
(the Combination) of Level 3 Communications, Inc. (Level 3), (i)
one member of Level 3s board of directors designated by Level 3s
principal stockholder, STT Crossing Ltd. (STT Crossing), in
accordance with the terms of the Companys shareholder rights
agreement with STT Crossing, and (ii) three members of Level 3s
board of directors selected by the Company from any of Level 3s
directors who are not affiliated with STT Crossing.
The Company has announced today that it expects T. Michael Glenn,
retired executive vice president of FedEx Corporation, and Kevin
P. Chilton, former commander of U.S. Strategic Command, to join
the Companys board of directors upon completion of the
Combination. As previously disclosed, the Company expects Jeff K.
Storey, Level 3s chief executive officer and president, and
Steven T. Clontz, senior executive vice president of Singapore
Technologies Telemedia Pte. Ltd., to join the Companys board of
directors upon completion of the Combination, with Mr.Clontz
serving as STT Crossings designee.
For additional information about the Combination, the agreements
entered into in connection therewith and the above-named
individuals that the Company expects to join its board of
directors upon completion of the Combination, please see the
joint proxy statement/prospectus filed with the U.S. Securities
and Exchange Commission on February13, 2017, together with the
information incorporated by reference therein.
Forward Looking Statements
Except for the historical and factual information contained
herein, the matters set forth in this communication, including
statements regarding the expected timing and benefits of the
proposed transaction, such as efficiencies, cost savings,
enhanced revenues, growth potential, market profile and financial
strength, and the competitive ability and position of the
combined company, and other statements identified by words such
as will, estimates, anticipates, believes, expects, projects,
plans, intends, may, should, could, seeks and similar
expressions, are forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject
to a number of risks, uncertainties and assumptions, many of
which are beyond our control. These forward-looking statements,
and the assumptions upon which they are based, (i)are not
guarantees of future results, (ii)are inherently speculative and
(iii)are subject to a number of risks and uncertainties. Actual
events and results may differ materially from those anticipated,
estimated, projected or implied in those statements if one or
more of these risks or uncertainties materialize, or if
underlying assumptions prove incorrect. Factors that could affect
actual results include but are not limited to: the ability of the
parties to timely and successfully receive the required approvals
for the Combination from regulatory agencies free of conditions
materially adverse to the parties and from their respective
shareholders; the possibility that the anticipated benefits from
the proposed transaction cannot be fully realized or may take
longer to realize than expected; the possibility that costs,
difficulties or disruptions related to the integration of Level
3s operations with those of CenturyLink will be greater than
expected; the ability of the combined company to retain and hire
key personnel; the effects of competition from a wide variety of
competitive providers, including lower demand for CenturyLinks
legacy offerings; the effects of new, emerging or competing
technologies, including those that could make the combined
companys products less desirable or
obsolete; the effects of ongoing changes in the regulation of the
communications industry, including the outcome of regulatory or
judicial proceedings relating to intercarrier compensation,
interconnection obligations, access charges, universal service,
broadband deployment, data protection and net neutrality; adverse
changes in CenturyLinks or the combined companys access to credit
markets on favorable terms, whether caused by changes in its
financial position, lower debt credit ratings, unstable markets
or otherwise; the combined companys ability to effectively adjust
to changes in the communications industry, and changes in the
composition of its markets and product mix; possible changes in
the demand for, or pricing of, the combined companys products and
services, including the combined companys ability to effectively
respond to increased demand for high-speed broadband service;
changes in the operating plans, capital allocation plans or
corporate strategies of the combined company, whether based on
changes in market conditions, changes in the cash flows or
financial position of the combined company, or otherwise; the
combined companys ability to successfully maintain the quality
and profitability of its existing product and service offerings
and to introduce new offerings on a timely and cost-effective
basis; the adverse impact on the combined companys business and
network from possible equipment failures, service outages,
security breaches or similar events impacting its network; the
combined companys ability to maintain favorable relations with
key business partners, suppliers, vendors, landlords and
financial institutions; the ability of the combined company to
utilize net operating losses in amounts projected; changes in the
future cash requirements of the combined company; and other risk
factors and cautionary statements as detailed from time to time
in each of CenturyLinks and Level 3s reports filed with the U.S.
Securities and Exchange Commission (the SEC). Due to these risks
and uncertainties, there can be no assurance that the proposed
Combination or any other transaction described above (including
the appointment of the above-named individuals to CenturyLinks
board) will in fact be completed in the manner described or at
all. You should be aware that new factors may emerge from time to
time and it is not possible for us to identify all such factors
nor can we predict the impact of each such factor on the proposed
Combination or the combined company. You should not place undue
reliance on these forward looking statements, which speak only as
of the date of this communication. Unless legally required,
CenturyLink and Level3 undertake no obligation and each expressly
disclaim any such obligation, to update publicly any
forward-looking statements, whether as a result of new
information, future events, changed events or otherwise.
Additional Information
In connection with the proposed Combination, CenturyLink filed a
registration statement on Form S-4 with the SEC (Registration
Statement No.333-215121) which was declared effective by the SEC
on February13, 2017. CenturyLink and Level3 have filed a joint
proxy statement/prospectus and will file other relevant documents
concerning the proposed transaction with the SEC. CenturyLink and
Level3 began mailing the definitive joint proxy
statement/prospectus to their respective security holders on or
about February13, 2017. The definitive joint proxy
statement/prospectus, dated as of February13, 2017, contains
important information about CenturyLink, Level3, the proposed
Combination and related matters. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED COMBINATION OR INCORPORATED BY REFERENCE IN THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain the definitive joint proxy
statement/prospectus and the filings that are incorporated by
reference in the definitive joint proxy statement/prospectus, as
well as other filings containing information about CenturyLink
and Level3, free of charge, at the website maintained by the SEC
at www.sec.gov. Investors and security holders may also obtain
these documents free of charge by directing a request to
CenturyLink, 100 CenturyLink Drive, Monroe, Louisiana 71203,
Attention: Corporate Secretary, or to Level3, 1025 Eldorado
Boulevard, Broomfield, Colorado 80021, Attention: Investor
Relations.
Participants in the Solicitation
CenturyLink, Level3, their respective directors and executive
officers and other persons may be deemed to be participants in
the solicitation of proxies from CenturyLink and Level3 security
holders in respect of the proposed transaction. Information
regarding the interests of persons who may, under the rules of
the SEC, be deemed participants in the solicitation of
CenturyLink and Level3 stockholders in connection with the
proposed transaction is set forth in the definitive joint proxy
statement/prospectus, which was filed with the SEC on February13,
2017. More detailed information regarding CenturyLinks directors
and executive officers is available in its proxy statement filed
with the SEC by CenturyLink on April5, 2016, and information
regarding Level 3s directors and executive officers is available
in its proxy statement filed with the SEC by Level3 on April7,
2016. These documents can be obtained free of charge from the
sources indicated above. This communication is not intended to
and does not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section10 of the Securities Act of 1933, as
amended.
Item9.01
Financial Statements and Exhibits.
The exhibits to this Current Report on Form 8-K are listed in the Exhibit
Index, which appears at the end of this Current Report on Form
8-K and is incorporated herein by reference.
About CenturyLink, Inc. (NYSE:CTL)
CenturyLink, Inc. is a United States-based integrated communications company, which is engaged in providing a range of communications services to its residential and business customers. The Company operates through two segments: Business, which includes provision of strategic, legacy and data integration products and services to small, medium and enterprise business, wholesale and governmental customers, including other communication providers, and Consumer, which includes provision of strategic and legacy products and services to residential customers. The Business segment includes strategic products and services, such as Ethernet, colocation, hosting and broadband; legacy services, such as local and long-distance voice, and data integration offerings, which include sale of telecommunications equipment located on customers’ premises. The Consumer segment includes strategic products and services, such as broadband and video, and legacy services, such as local and long-distance voice. CenturyLink, Inc. (NYSE:CTL) Recent Trading Information
CenturyLink, Inc. (NYSE:CTL) closed its last trading session up +0.03 at 24.61 with 6,721,022 shares trading hands.
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