CenturyLink, Inc. (NYSE:CTL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders. |
On March16, 2017, CenturyLink, Inc. (CenturyLink) held a special
meeting of shareholders to vote on (1)a proposal to approve the
issuance of CenturyLink common stock to stockholders of Level3
Communications, Inc. (Level3) in connection with the merger
transactions contemplated by CenturyLink and Level3 under the
terms of the Agreement and Plan of Merger, dated as of October31,
2016 (the stock issuance proposal); and (2)a proposal to approve
the adjournment of the special meeting, if necessary, to solicit
additional proxies if there were not sufficient votes for the
stock issuance proposal (the adjournment proposal).
Both proposals were approved at the special meeting by the
following votes:
1.Stock Issuance Proposal
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
335,561,714 |
12,616,972 | 2,856,157 | N/A |
2.Adjournment Proposal
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
324,649,584 |
24,630,111 | 1,755,148 | N/A |
Although sufficient votes were received from the shareholders of
CenturyLink to approve the adjournment proposal, no motion to
adjourn was made because the stock issuance proposal was
approved.
For additional information about the matters described above, see
the definitive joint proxy statement/prospectus filed by
CenturyLink and Level3 with the U.S. Securities and Exchange
Commission on February13, 2017.
| Item8.01 | Other Events. |
On March16, 2017, shareholders of CenturyLink and Level3 approved
all proposals related to CenturyLinks acquisition of Level3 (the
combination). For additional information, see the accompanying
press release included herein as Exhibit 99.1.
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; 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 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.
| Item9.01 | Financial Statements and Exhibits. |
The exhibit to this Current Report on Form 8-K is 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 down -0.39 at 23.37 with 10,716,116 shares trading hands.