Lumos Networks Corp. (NASDAQ:LMOS) Files An 8-K Other Events

Item8.01

On February20, 2017, Lumos Networks Corp. (the Company) issued a
press release announcing that it has entered into a definitive
agreement dated as of February18, 2017 (the Merger Agreement), by
and among the Company, MTN Infrastructure TopCo, Inc. (Parent)
and MTN Infrastructure BidCo, Inc. (Merger Sub), to which it will
be acquired by EQT Infrastructure investment strategy (EQT
Infrastructure). Subject to the terms and conditions of the
Merger Agreement, at the effective time of the Merger, Merger Sub
will merge with and into the Company with the Company surviving
as a wholly-owned subsidiary of Parent (the Merger). to the
Merger Agreement, each outstanding share of common stock of the
Company prior to the effective time of the Merger shall be
automatically converted into the right to receive $18.00 in cash.
A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.

The information required by Item 1.01, including a copy of the
Merger Agreement, will be filed in a separate Current Report on
Form8-K.

Additional Information about the Proposed Transaction and
Where to Find It

In connection with the proposed transaction, the Company will
hold a special meeting to obtain shareholder approval in
connection with the proposed transaction and will file a proxy
statement with the SEC. Additionally, the Company will file other
relevant materials in connection with the proposed transaction.
The definitive proxy statement will be mailed to the Companys
shareholders and will contain important information about the
proposed transaction and related matters. The materials to be
filed by the Company with the SEC may be obtained free of charge
at the SECs web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed
with the SEC by the Company on the Companys website at
www.lumosnetworks.com or by contacting investor relations at
[email protected]. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Certain Information Regarding Participants

The Company and its directors, executive officers and other
persons, may be deemed to be participants in the solicitation of
proxies of the Companys shareholders in connection with the
proposed transaction. Information concerning the interests of the
Companys participants in the solicitation, which may, in some
cases, be different than those of the Companys shareholders
generally, is set forth in the materials filed by the Company
with the SEC, including in the Companys definitive proxy
statement filed with the SEC on March15, 2016, and will be set
forth in the proxy statement relating to the proposed transaction
when it becomes available.

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SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS

Any statements contained in this presentation that are not
statements of historical fact, including statements about the
Companys beliefs and expectations, are forward-looking statements
and should be evaluated as such. The words anticipates, believes,
expects, intends, plans, estimates, targets, projects, should,
may, will and similar words and expressions are intended to
identify forward-looking statements. Such forward-looking
statements reflect, among other things, the Companys current
expectations, plans and strategies, and anticipated financial
results, all of which are subject to known and unknown risks,
uncertainties and factors that may cause the Companys actual
results to differ materially from those expressed or implied by
these forward-looking statements. Many of these risks are beyond
the Companys ability to control or predict. Because of these
risks, uncertainties and assumptions, you should not place undue
reliance on these forward-looking statements. Furthermore,
forward-looking statements speak only as of the date they are
made. The Company does not undertake any obligation to update or
review any forward-looking information, whether as a result of
new information, future events or otherwise. Important factors
with respect to any such forward-looking statements, including
certain risks and uncertainties that could cause actual results
to differ from those contained in the forward-looking statements,
include, but are not limited to: the successful closing of the
announced transaction with EQT Infrastructure, including
obtaining the requisite regulatory, governmental and shareholder
approvals and satisfying other closing conditions; the risk that
required governmental and regulatory approvals may delay the
transaction or result in the imposition of conditions that could
cause the parties to abandon the transaction or materially impact
the financial benefits of the transaction; the timing to
consummate the proposed transaction; any disruption from the
proposed transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the
diversion of management time on transaction-related issues; the
transaction may involve unexpected costs, liabilities or delays;
the outcome of any legal proceedings related to the transaction,
the failure by EQT Infrastructure to obtain the necessary
financing arrangement set forth in commitment letters received in
connection with the merger; the impact of the Companys previous
acquisitions of Clarity Communications and DC 74 on the Companys
operations; rapid development and intense competition with
resulting pricing pressure in the telecommunications and high
speed data transport industry; the Companys ability to grow its
data business on an organic or inorganic basis in order to offset
expected revenue declines in legacy voice and access products;
the Companys ability to obtain new carrier contracts or expand
services under existing carrier contracts at competitive pricing
levels to offset churn and achieve revenue growth from its
carrier businesses; the Companys ability to separate its legacy
business on a timely basis; the Companys ability to effectively
allocate capital and timely implement network expansion plans
necessary to accommodate organic growth initiatives; the Companys
ability to complete customer installations in a timely manner;
adverse economic conditions; operating and financial restrictions
imposed by the Companys senior credit facility and unsecured debt
obligations; the Companys cash and capital requirements; the
Companys ability to maintain and enhance its network; the
potential to experience a high rate of customer turnover; federal
and state regulatory fees, requirements and developments; the
Companys reliance on certain suppliers and vendors; and other
unforeseen difficulties that may occur. These risks and
uncertainties are not intended to represent a complete list of
all risks and uncertainties inherent in the Companys business,
and should be read in conjunction with the more detailed
cautionary statements and risk factors included in the Companys
SEC filings, including its Annual Report filed on Form 10-K.

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About Lumos Networks Corp. (NASDAQ:LMOS)

Lumos Networks Corp. is a fiber-based bandwidth infrastructure and service provider in the Mid-Atlantic region with a network of long-haul fiber, metro Ethernet and Ethernet rings located primarily in Virginia and West Virginia, and portions of Maryland, Pennsylvania, Ohio and Kentucky. The Company serves carrier, business and residential customers over its fiber network offering data, voice and Internet protocol (IP) services. The Company operates through three segments: Data, Residential and Small Business (R&SB), and RLEC Access. The Data segment includes the Company’s enterprise data, transport and Fiber to the Cell (FTTC) product groups. The R&SB segment includes legacy voice and IP services products targeted to its residential and small business customers. The RLEC Access segment provides other carrier customers access to the Company’s network within the Company’s rural local exchange carrier (RLEC) territories through switched access services.

Lumos Networks Corp. (NASDAQ:LMOS) Recent Trading Information

Lumos Networks Corp. (NASDAQ:LMOS) closed its last trading session up +0.09 at 15.23 with 60,115 shares trading hands.