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Section 1: 8-K (FORM 8-K)

Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 of 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 17, 2017

 

 

Lumos Networks Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35180   80-0697274

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

One Lumos Plaza, P.O. Box 1068, Waynesboro, Virginia 22980

(Address of principal executive offices) (Zip Code)

(540) 946-2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 7.01 Regulation FD Disclosure

A copy of the press release, dated November 17, 2017, announcing the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of February 18, 2017, among Lumos Networks Corp., a Delaware corporation (the “Company”), 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”), pursuant to which Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation, is included as Exhibit 99.1 to this Current Report on Form 8-K and is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

 

Item 9.01 Financial Statements and Exhibits

(d)     Exhibits.

 

Exhibit

No.

  

Description

99.1    Press Release, dated November 17, 2017.

 

2


EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    Press Release, dated November 17, 2017.

 

3


SIGNATURE

Pursuant 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.

 

LUMOS NETWORKS CORP.
By:  

/s/ Johan G. Broekhuysen

Name:   Johan G. Broekhuysen
Title:   Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Date:    November 17, 2017

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO

Lumos Networks Completes Sale to EQT Infrastructure

EQT Infrastructure to Support Lumos Networks in becoming a broader Telecommunications Infrastructure Platform in the U.S.

WAYNESBORO, Va., Nov. 17, 2017 (GLOBE NEWSWIRE) — Lumos Networks Corp. (“Lumos Networks”), a leading fiber-based service provider in the mid-Atlantic region, today announced the completion of its sale to EQT Infrastructure. Under the terms of the merger agreement, Lumos Networks stockholders are receiving $18.00 in cash for each share of Lumos Networks common stock they hold.

As a result of the completion of the transaction, shares of Lumos Networks common stock were removed from listing on the NASDAQ Global Select Market, with trading in Lumos Networks shares suspended prior to the opening of business today.

Jan Vesely, Director at EQT Partners, Investment Advisor to the fund, said, “Lumos is the ideal fiber platform for EQT in the US. We are excited to begin working with the team in supporting the business and its growth plans going forward.”

“I, along with the rest of the Lumos team, am excited to begin to work with EQT Infrastructure to innovate and expand Lumos’s network, products and service offerings to our customers,” stated Timothy G. Biltz, President and CEO.

Wells Fargo Securities, LLC and UBS Investment Bank served as co-financial advisors to Lumos Networks in connection with the transaction. Troutman Sanders LLP and Lawler, Metzger, Keeny and Logan, LLC served as legal advisors to Lumos Networks in connection with this transaction. Morgan Stanley & Co. LLC acted as exclusive financial advisor to EQT Infrastructure, and Simpson Thacher & Bartlett LLP and Morgan, Lewis, & Bockius LLP served as legal advisors to EQT Infrastructure. Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA served as joint lead arrangers and joint bookrunners for the financing of the transaction.

Media and Investor Contacts

For Lumos Networks:

Will Davis

SVP of Marketing and Investor Relations and Chief of Staff

917-519-6994

davisw@lumosnet.com

For EQT:

U.S. Media:

Daniel Yunger or Ross Lovern

KEKST

212.521.4800

daniel.yunger@kekst.com

European Media:

EQT Press Office

+46 8 506 55 334

press@eqtpartners.com


About Lumos Networks

Lumos Networks is a leading fiber-based service provider in the Mid-Atlantic region serving Carrier, Enterprise and Data Center customers, offering end-to-end connectivity in 26 markets in Virginia, West Virginia, North Carolina, Pennsylvania, Maryland, Ohio and Kentucky. With a fiber network of 11,028 fiber route miles and 517,244 total fiber strand miles, Lumos Networks connects 1,310 unique Fiber to the Cell sites, 1,684 total FTTC connections, 2,230 on-net buildings and over 3,500 total on-net locations. The Company also connects 44 total data centers, including five data centers acquired from DC74, two acquired from Clarity Communications and seven company owned co-location facilities. In 2016, Lumos Networks generated over $123 million in Data revenue over our fiber network. Detailed information about Lumos Networks is available at www.lumosnetworks.com.

About EQT

EQT is a leading alternative investments firm with approximately EUR 37 billion in raised capital across 24 funds. EQT funds have portfolio companies in Europe, Asia and the U.S. with total sales of more than EUR 19 billion and approximately 110,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership. For more information please visit www.eqtpartners.com.

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