e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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):
April 26, 2011
CenturyLink, Inc.
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Louisiana
|
|
1-7784
|
|
72-0651161 |
(State or Other Jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
of Incorporation)
|
|
|
|
Identification Number) |
|
|
|
100 CenturyLink Drive, Monroe, Louisiana
|
|
71203 |
(Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrants
telephone number, including area code (318) 388-9000
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 (see General
Instruction A.2. below):
|
|
|
þ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Merger Agreement
CenturyLink, Inc. (CenturyLink) has entered into an Agreement and Plan of Merger, dated as
of April 26, 2011 (the Merger Agreement), with SAVVIS, Inc., a Delaware corporation (Savvis),
and Mimi Acquisition Company, a Delaware corporation and wholly owned subsidiary of CenturyLink
(Merger Sub).
The Merger Agreement provides for Merger Sub to merge with and into Savvis (the Merger),
with Savvis continuing as a wholly owned subsidiary of CenturyLink. The Boards of Directors of each
of Savvis and CenturyLink have approved the Merger.
Under the Merger Agreement, at the effective time of the Merger, each outstanding share of
Savvis common stock, other than shares held by holders who properly exercise dissenters rights,
will be converted into the right to receive (a) $30.00 in cash and (b) a fraction of a share of
CenturyLink common stock equal to (x) $10.00 divided by (y) the volume-weighted average trading
price of CenturyLink common stock over a thirty-day trading period ending three trading days prior
to the closing, provided that if this average price is less than or equal to $34.42, each such
Savvis share will be converted into the right to receive $30.00 in cash and 0.2905 of a CenturyLink
share (the Merger Consideration). No fractional shares of CenturyLink common stock will be issued
in the Merger, and Savvis stockholders who would otherwise have been entitled to receive a fraction
of a share (after taking into account all Savvis shares exchanged by such holder) will receive cash
in lieu of any fractional shares.
The Merger is subject to the approval of the stockholders of Savvis and other customary
closing conditions including among other things:
|
|
|
the expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; approval under new
Indian competition regulations (if required); and any authorization required to be
obtained from the Federal Communications Commission; |
|
|
|
|
the receipt of other governmental approvals required to be obtained in connection
with the Merger, unless failure to obtain those approvals would not have a material
adverse effect on CenturyLink or on Savvis; |
|
|
|
|
the effectiveness of a registration statement on Form S-4 to be filed with the
Securities and Exchange Commission covering the shares of CenturyLink common stock to
be issued in the Merger; |
|
|
|
|
the approval for listing on the New York Stock Exchange of the shares of CenturyLink
common stock to be issued in the Merger; and |
|
|
|
|
the absence of litigation by any governmental entity seeking to prohibit the Merger
or limiting CenturyLinks ability to control Savvis following the closing or that could
otherwise have a material adverse effect on the parties. |
For each of Savvis and CenturyLink, the obligation to close the Merger is also subject to the
accuracy of representations and warranties of, and compliance with covenants by, the other party as
set forth in the Merger Agreement, subject to specified materiality exceptions.
The Merger Agreement provides that CenturyLink and Savvis may mutually agree to terminate the
Merger Agreement before completing the Merger. In addition, either CenturyLink or Savvis may
decide to terminate the Merger Agreement if:
|
|
|
the merger is not consummated by January 31, 2012 (subject to extension if Savvis
stockholders have adopted the Merger Agreement but certain other conditions have not
been met); |
|
|
|
|
a court or other governmental entity issues a final and nonappealable order
prohibiting the Merger; |
|
|
|
|
Savvis stockholders fail to adopt the Merger Agreement; or |
|
|
|
|
the other party breaches the Merger Agreement in a way that would entitle the party
seeking to terminate the agreement not to consummate the Merger, subject to the right
of the breaching party to cure the breach. |
CenturyLink may also terminate the Merger Agreement prior to the adoption of the Merger
Agreement by the Savvis stockholders if the Savvis board of directors withdraws, modifies or
proposes publicly to withdraw or modify its approval or recommendation with respect to the Merger
Agreement or approves, recommends or proposes to approve or recommend any alternative takeover
proposal with a third party.
The Merger Agreement also prohibits Savvis from soliciting, or participating in discussions or
negotiations or providing information with respect to, alternative takeover proposals, subject to
certain exceptions.
The Merger Agreement further provides that, upon termination of the Merger Agreement under
certain circumstances, Savvis may be obligated to pay CenturyLink a termination fee of $85 million.
Savvis and CenturyLink have agreed to customary representations, warranties and covenants in
the Merger Agreement, including, among others, covenants (i) with respect to the conduct of its
business during the interim period between the execution of the Merger Agreement and consummation
of the Merger and (ii) to refrain from engaging in certain kinds of transactions during such period.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and incorporated herein by
reference. The foregoing description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Merger Agreement.
In connection with the execution of the Merger Agreement, Bank of America Merrill Lynch and
Barclays Bank PLC provided a debt commitment letter to CenturyLink, in which they committed to lend
CenturyLink up to $2 billion to fund a portion of the acquisition and refinancing of Savvis
current debt.
Voting Agreement
In connection with the execution of the Merger Agreement, Welsh, Carson, Anderson & Stowe
VIII, L.P. and certain related parties who collectively own approximately 23% of the outstanding
common stock of Savvis (the WCAS Stockholders), have entered into a Voting Agreement, dated as of
April 26, 2011. The WCAS Stockholders have agreed in the Voting Agreement to vote all shares of
Savvis common stock owned by them (i) in favor of the adoption of the Merger
Agreement and any action reasonably requested by CenturyLink in furtherance thereof, and
(ii) against any alternative takeover proposals with a third party and any action involving Savvis that is intended,
or would reasonably be expected, to interfere with or delay the Merger, among other things. The Voting Agreement also prohibits the WCAS Stockholders from soliciting, or participating in
discussions or negotiations or providing information with respect to, alternative takeover
proposals, subject to certain exceptions. The
WCAS Stockholders also have agreed to comply with restrictions on the disposition and encumbrance of their shares
and to refrain from taking certain other actions. The WCAS Stockholders have waived their dissenters rights with
respect to the Merger.
Pursuant to its terms, the Voting Agreement will terminate upon the earlier of (i) receipt of
Savvis stockholder approval; (ii) termination of the Merger Agreement in accordance with its terms;
(iii) a change in the Savvis board of directors favorable recommendation with respect to the
Merger Agreement in response to a superior proposal; and (iv) the effective date of any waiver,
amendment or other modification of the Merger Agreement that reduces the per share Merger
Consideration, or changes the cash/equity per share allocation of the consideration to be received
(other than by adding cash consideration).
A
copy of the Voting Agreement is attached hereto as Exhibit 10.1 and incorporated herein by
reference. The foregoing description of the Voting Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Voting Agreement.
Other
The above descriptions of the Merger Agreement and the Voting Agreement and the copies of the
Merger Agreement and the Voting Agreement attached hereto have been included to provide investors
with information regarding their terms. The Merger Agreement and the Voting Agreement contain
representations and warranties made by and to the parties thereto as of specific dates. The
statements embodied in those representations and warranties were made for purposes of the contracts
between the parties and are subject to qualifications and limitations agreed by the parties in
connection with negotiating the terms of that contract. In addition, certain representations and
warranties were made as of a specified date, may be subject to a contractual standard of
materiality different from those generally applicable to investors, or may have been used for the
purpose of allocating risk between the parties rather than establishing matters as facts.
Item 8.01 Other Events
CenturyLink and Savvis have also issued a joint press release announcing, among other things,
the execution of the Merger Agreement.
The
joint press release filed herewith as Exhibit 99.1 is incorporated herein by reference and
the foregoing description of the joint press release is qualified in its entirety by reference
thereto.
Cautionary Statements Regarding Forward Looking Information
Except for the historical and factual information contained herein, the matters set forth in
this release, including statements regarding the expected timing and benefits of the acquisition
such as efficiencies, cost savings, accretion and growth potential, and the competitive ability and
position of the combined company, and other statements identified by words such as estimates,
expects, projects, plans, 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. Actual events and results may differ materially from those
anticipated, estimated or projected 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 of regulatory agencies and Savvis stockholders; the possibility that the anticipated
benefits from the acquisition cannot be fully realized or may take longer to realize than expected;
the possibility that costs or difficulties related to the integration of Savvis operations into
CenturyLink will be greater than expected; the ability of the combined company to retain and hire
key personnel; the timing, success and overall effects of competition from a wide variety of
competitive enterprises; the risks inherent in rapid technological change; the ability of the
combined company to successfully introduce new product or service offerings on a timely and
cost-effective basis; the effects on ongoing changes in the regulation of the communications
industry; any adverse developments in customer relationships, commercial disputes or legal
proceedings; and other risk factors and cautionary statements as detailed from time to time in each
of CenturyLinks and Savvis reports filed with the Securities and Exchange Commission (SEC). There
can be no assurance that the proposed acquisition will in fact be consummated. 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 acquisition or the combined
company. You should not place undue reliance on these forward-looking statements, which speak only
as of the date of this press release. Unless legally required, CenturyLink and Savvis undertake no
obligation to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise with the SEC, which contain and identify important factors
that could cause the actual results to differ materially from those contained in the
forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction between CenturyLink and Savvis, CenturyLink plans
to file with the SEC a registration statement on Form S-4 that will include a prospectus of
CenturyLink that will also constitute a proxy statement of Savvis. CenturyLink and Savvis also plan
to file with the SEC other relevant documents in connection with the proposed merger. The
registration statement and the proxy statement/prospectus will contain important information about
CenturyLink, Savvis, the proposed merger and related matters. Investors and security holders are
urged to read the registration statement and the proxy statement/prospectus carefully when they are
available. Investors and security holders will be able to obtain free copies of the registration
statement and the proxy statement/prospectus and other documents
filed with the SEC by CenturyLink and Savvis through the web site maintained by the SEC at
www.sec.gov. Investors and security holders will be able to obtain free copies of the documents
filed with the SEC by CenturyLink on CenturyLinks website at www.CenturyLink.com or by contacting
CenturyLink Investor Relations at (318) 340-5627. Investors and security holders will be able to
obtain free copies of the documents filed with the SEC by Savvis on Savvis website at
www.Savvis.com or by contacting Savvis Investor Relations at (314) 628-7433.
Participants in the Solicitation of Proxies
CenturyLink and Savvis and their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders of Savvis in respect of the
proposed merger. Information regarding CenturyLinks directors and executive officers is available
in its proxy statement filed with the SEC by CenturyLink on April 6, 2011, and information
regarding Savvis directors and executive officers is available in its proxy statement filed with
the SEC by Savvis on April 1, 2011. Other information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of Savvis stockholders in
connection with the proposed merger will be set forth in the proxy statement/prospectus described
above when it is filed with the SEC. You can obtain free copies of these documents free of charge
using the contact information above. This communication shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
|
|
|
Exhibit No. |
|
Document Designation |
2.1
|
|
Agreement and Plan of Merger, dated as of April 26, 2011. |
10.1
|
|
Voting Agreement, dated as of April 26, 2011. |
99.1
|
|
Joint Press Release, issued on April 27, 2011. |
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.
Dated: April 27, 2011
|
|
|
|
|
|
CENTURYLINK, INC.
|
|
|
By: |
/s/ Stacey W. Goff
|
|
|
|
Stacey W. Goff |
|
|
|
Executive Vice President, General Counsel & Secretary |
|
|
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description |
2.1
|
|
Agreement and Plan of Merger, dated as of April 26, 2011. |
10.1
|
|
Voting Agreement, dated as of April 26, 2011. |
99.1
|
|
Joint Press Release, issued on April 27, 2011. |