UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2019
CenturyLink, Inc.
(Exact name of registrant as specified in its charter)
Louisiana | 001-7784 | 72-0651161 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 CenturyLink Drive Monroe, Louisiana | 71203 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (318)388-9000
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Common Stock, par value $1.00 per share | CTL | New York Stock Exchange |
Item 8.01 Other Events.
On May 9, 2019, CenturyLink, Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent, amended and restated the Section 382 Rights Agreement (as so amended and restated, the “NOL Rights Plan”) that they originally entered into on February 13, 2019, which was described in (i) the Company’s Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2019 and (ii) the Company’s definitive proxy statement filed on Schedule 14A with the SEC on April 10, 2019. As so amended and restated, the NOL Rights Plan (i) allows STT Crossing Ltd. and its affiliates to acquire a relatively small percentage of additional shares of the Company’s outstanding common stock subject to certain terms and conditions contained therein and (ii) reflects certain other ministerial, clarifying and conforming changes.
The foregoing description of the NOL Rights Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the NOL Rights Plan, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit:
Exhibit No. | Description | |
4.1 | Amended and Restated Section 382 Rights Agreement, dated as of May 9, 2019, by and between CenturyLink, Inc. and Computershare Trust Company, N.A., as rights agent. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc. has duly caused this Current Report to be signed on its behalf by the undersigned officer hereunto duly authorized.
CENTURYLINK, INC. | ||
By: | /s/ Stacey W. Goff | |
Stacey W. Goff | ||
Executive Vice President, General Counsel | ||
and Secretary |
Dated: May 10, 2019