Level 3 Communications,Inc. (NYSE:LVLT) Files An 8-K Other Events

Level 3 Communications,Inc. (NYSE:LVLT) Files An 8-K Other Events
Item 8.01 Other Events.

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Level 3 Communications,Inc. (the “Company”) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation (“TRC Capital”) to purchase up to 2 million shares of the Company’s common stock, representing approximately 0.55 percent of the Company’s shares of common stock outstanding. TRC Capital’s offer price of $50.50 per share in cash is approximately 4.3 percent below the $52.77 closing price per share of the Company’s common stock on September22, 2017, the last trading day before the commencement of TRC Capital’s mini-tender offer.

As previously announced, on October31, 2016, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with CenturyLink,Inc. (“CenturyLink”) that provides for the acquisition of the Company by CenturyLink, subject to the satisfaction of the conditions set forth in the Merger Agreement. Under the Merger Agreement, each share of the Company’s common stock will be converted at the effective time of the merger into $26.50 in cash and 1.4286 shares of CenturyLink common stock. The Company and CenturyLink have previously announced that they expect the merger to close in mid-to-late October2017, subject to the satisfaction of the remaining conditions to closing. The Company’s board of directors recommended that stockholders of the Company approve the Merger Agreement and, on March16, 2017, the Company stockholders approved the Merger Agreement. As of September22, 2017, based on the then closing price of CenturyLink shares, the last trading day before the commencement of TRC Capital’s offer, each share of common stock of the Company would convert into merger consideration with a value of approximately $52.99. TRC Capital’s offer price of $50.50 per share is approximately 4.7 percent below this merger consideration value.

On October2, 2017, the Company issued the press release attached to this Current Report as Exhibit99.1, informing its stockholders that the Company does not endorse TRC Capital’s unsolicited mini-tender offer and recommending that stockholders not tender their shares to TRC Capital. Stockholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with TRC Capital’s offering document. TRC Capital’s offer is currently scheduled to expire at 12:01 a.m., New York City time, on Wednesday, October25, 2017. The Company is not associated in any way with TRC Capital, its mini-tender offer, or its mini-tender offer documents.

Additional information concerning mini-tenders is included in the attached press release.

Item 9.01 Financial Statements and Exhibits.

(d)List of Exhibits


LEVEL 3 COMMUNICATIONS INC Exhibit
EX-99.1 2 a17-22744_1ex99d1.htm EX-99.1 Exhibit 99.1     PRESS RELEASE   Level 3 Communications Recommends Stockholders Reject “Mini-Tender” Offer by TRC Capital Corporation   BROOMFIELD,…
To view the full exhibit click here

About Level 3 Communications,Inc. (NYSE:LVLT)

Level 3 Communications, Inc. is a provider of a range of integrated communications services. The Company’s operating segments include North America, EMEA and Latin America. The North America includes operations in Atlanta, Georgia; Littleton, Colorado; Miami, Florida; Montreal, Canada; New York, New York; Phoenix, Arizona; Pittsburgh, Pennsylvania; Southfield, Michigan, and Tulsa, Oklahoma. The Europe segment includes operations in Basingstoke, England; Crewe, England; Dublin, Ireland; London, England; Naarden, The Netherlands, and Paris, France. The Latin America includes operations in Bogota, Colombia; Buenos Aires, Argentina; Caracas, Venezuela; Lima, Peru; Quito, Ecuador; Santiago, Chile, and Sao Paulo, Brazil. The communications services include transport and fiber services, colocation and data center services, Internet Protocol (IP) and data services, security services and voice services. Its wholesale voice services include voice termination and toll free service.

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