Lumos Networks Corp. (NASDAQ:LMOS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Agreement and Plan of Merger

On February18, 2017, Lumos Networks Corp., a Delaware corporation
(the Company), entered into an Agreement and Plan of Merger with
MTN Infrastructure TopCo,Inc., a Delaware corporation (Parent),
and MTN Infrastructure BidCo,Inc., a Delaware corporation and a
wholly owned subsidiary of Parent (Merger Sub), to which, subject
to the satisfaction or waiver of the conditions set forth
therein, Merger Sub will be merged with and into the Company,
with the Company surviving the merger as a wholly-owned
subsidiary of Parent (the Merger). Parent and Merger Sub are
subsidiaries of an investment fund advised by EQT Partners Inc.,
a Swedish-based private equity firm (EQT).

to the Merger Agreement, at the effective time of the Merger, and
as a result of the Merger:

Lumos Investment Holdings, Ltd., an affiliate of Pamplona Capital
Management (Pamplona), the holder of a warrant to purchase the
Companys common stock dated August5, 2015 (the Warrant) has
agreed, subject to the effectiveness of the Merger, to exercise
the Warrant. Upon exercise, Pamplona will receive 1,225,278
shares of Company common stock that will be exchanged for the
Merger Consideration.

All members of the board of directors of the Company voting on
the Merger approved, and declared to be in the best interest of
the Company and its stockholders, the Merger Agreement and the
transactions contemplated thereby, including the Merger.

Assuming the satisfaction of the conditions set forth in the
Merger Agreement, the Company expects the transactions
contemplated thereby to close in the third quarter of 2017.

The stockholders of the Company will be asked to vote on the
adoption of the Merger Agreement and the Merger at a special
stockholder meeting that will be held on a date to be announced
as promptly as reasonably practicable following the customary SEC
review process. Consummation of the Merger is not subject to a
financing condition, but is subject to customary closing
conditions, including (i)approval of the Companys stockholders,
(ii)the expiration or earlier termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, (iii)consents of the Federal Communications
Commission (including any review by the Team Telecom Agencies),
approval of the interagency Committee on Foreign Investment in
the United States (CFIUS), and approvals of applicable state
public utility commissions shall have been obtained, (iv)absence
of any

order or injunction prohibiting the consummation of the Merger,
(iv)the absence of a material adverse effect on the Company and
(v)subject to customary materiality qualifiers, the accuracy of
the representations and warranties contained in the Merger
Agreement and compliance with the covenants contained in the
Merger Agreement.

The Merger Agreement contains customary representations,
warranties and covenants, including, among others, covenants by
the Company to conduct its businesses in the ordinary course
between the execution and delivery of the Merger Agreement and
the effective time of the Merger, not to engage in certain kinds
of transactions during such period (including the payment of
dividends), to convene and hold a meeting of its stockholders to
consider and vote upon the Merger Agreement and the Merger, to
cooperate with Parent in connection with obtaining financing for
the transaction, to obtain regulatory approvals, and, subject to
certain customary exceptions, for its board of directors to
recommend that its stockholders approve and adopt the Merger
Agreement.The Merger Agreement also contains customary
representations, warranties and covenants of Parent and Merger
Sub, including a covenant to use reasonable best efforts to
obtain the financing described below.The Company is subject to a
customary no shop provision that restricts the Companys ability
to solicit Acquisition Proposals (as defined in the Merger
Agreement) from third parties and to provide non-public
information to and engage in discussions or negotiations with
third parties regarding Acquisition Proposals. The no shop
provision allows the Company, under certain circumstances and in
compliance with certain obligations, to provide non-public
information and engage in discussions and negotiations with
respect to an unsolicited Acquisition Proposal that would
reasonably be expected to lead to a Superior Proposal (as defined
in the Merger Agreement).

Parent and Merger Sub have obtained committed financing,
consisting of a combination of equity to be provided by an
investment fund affiliated with EQT and debt to be provided by
Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA,
the aggregate proceeds of which will be sufficient for Parent to
pay all closing payments and related fees and expenses.

The Merger Agreement contains certain termination rights for both
the Company and Parent. Upon termination of the Merger Agreement
under specified circumstances, the Company will be required to
pay Parent a termination fee of $16,069,000.Upon termination of
the Merger Agreement under specified circumstances, Parent will
be required to pay the Company a termination fee in the amount of
$32,138,000.An investment fund affiliated with EQT has provided
Parent with committed equity sufficient to fund the payment of
the termination fee in the event it becomes payable by Parent.The
Merger Agreement also provides that either party may specifically
enforce the other partys obligations under the Merger Agreement,
except that the Company may only cause Parent to close the
transaction if certain conditions are satisfied, including the
funding or availability of the debt financing.

In addition to the foregoing termination rights, and subject to
certain limitations, the Company or Parent may terminate the
Merger Agreement if the Merger is not consummated by November18,
2017 (subject to an extension to a date not beyond February18,
2018 if regulatory approvals have not been obtained, but only to
the extent that a corresponding extension of the debt commitment
letter has also been obtained by Parent).

A copy of the Merger Agreement is attached hereto as Exhibit2.1
and is incorporated herein by reference. The foregoing
description of the Merger Agreement is only a summary, does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement.

The Merger Agreement has been attached as an exhibit to provide
investors and stockholders with information regarding its terms.
It is not intended to provide any other factual information about
the Company, Parent or Merger Sub. The representations,
warranties and covenants contained in the Merger Agreement were
made only for the purposes of the Merger Agreement and as of
specified dates, were solely for the benefit of the parties to
the Merger Agreement, and may be subject to limitations agreed
upon by the contracting parties. The representations and
warranties may have been made for the purposes of allocating
contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors.

Investors and stockholders accordingly should not rely on the
representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company, Parent, Merger Sub or any of their
respective subsidiaries or affiliates. In addition, the
assertions embodied in the representations and warranties
contained in the Merger Agreement are qualified by information in
confidential disclosure schedules

that the Company exchanged with Parent and Merger Sub in
connection with the execution of the Merger Agreement. Moreover,
information concerning the subject matter of the representations
and warranties may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in
the Companys public disclosures. The Merger Agreement should not
be read alone, but should instead be read in conjunction with the
other information regarding the parties to the Merger Agreement
and the Merger that will be contained in, or incorporated by
reference into, the proxy statement that the Company will be
filing in connection with the Merger, as well as in the Annual
Report on Form10-K, Quarterly Reports on Form10-Q, Current
Reports on Form8-K and other documents that the Company has filed
or may file with the Securities and Exchange Commission (the
SEC).

If the Merger is consummated, the Companys common stock will be
delisted from the NASDAQ Global Select Market and deregistered
under the Securities Exchange Act of 1934.

Additional Information about the Merger and Where to Find
It

In connection with Merger, the Company will hold a special
meeting to obtain stockholder approval in connection with the
Merger and will file a proxy statement with the SEC.
Additionally, the Company will file other relevant materials in
connection with the Merger. The definitive proxy statement will
be mailed to the Companys stockholders and will contain important
information about the Merger 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
MERGER 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 stockholders in connection with the
Merger. Information concerning the interests of the Companys
participants in the solicitation, which may, in some cases, be
different than those of the Companys stockholders 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 Merger when it becomes available.

SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS

Any statements contained in this Current Report on Form 8-K 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 Merger with EQT, including obtaining the requisite
regulatory, governmental and stockholder approvals and satisfying
other closing conditions; the risk that required governmental and
regulatory approvals may delay the Merger or result in the
imposition of conditions that could cause the parties to abandon
the Merger or materially impact the financial benefits of the

Merger; the timing to consummate the Merger; any disruption from
the Merger making it more difficult to maintain relationships
with customers, employees or suppliers; the diversion of
management time on Merger-related issues; the Merger may involve
unexpected costs, liabilities or delays; the outcome of any legal
proceedings related to the Merger, the failure by EQT 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
Form10-K.

to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated:February22, 2017

EXHIBIT INDEX

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 +0.06 at 17.71 with 6,482,264 shares trading hands.