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) November 8, 2006
BROADWING CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction)
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0-30989
(Commission File Number)
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52-2041343
(I.R.S. Employer of Incorporation
Identification No.) |
1122 Capital of Texas Highway
Austin, Texas 78746
(Address of principal executive offices)
Registrants telephone number, including area code: (512) 742-3700
Not Applicable
(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:
o 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 8.01 Other Events
In connection with that certain Agreement and Plan of Merger by and among Broadwing
Corporation (Broadwing), Level 3 Communications, Inc. (Level 3), Level 3 Services, LLC (Merger
Sub) and Level 3 Colorado, Inc., dated as of October 16, 2006 (the Merger Agreement), on
November 8, 2006, Broadwing commenced a solicitation of consents from holders of record as of
November 7, 2006 of its outstanding $180.0 million principal amount of 3.125% Convertible Senior
Debentures due 2026 (the Debentures) for the amendment of certain provisions in the indenture for
the Debentures. The consents are being sought in connection with the Merger Agreement pursuant to
which, if the requisite consents are obtained (and the other conditions set forth in the Merger
Agreement are satisfied or waived), Broadwing will merge with and into Merger Sub, a Delaware
limited liability company that is a wholly-owned subsidiary of Level 3. The amendments seek to (i)
permit the merger of Broadwing into a limited liability company (since the indenture currently only
permits a forward merger of Broadwing into a corporation), which would allow for consummation of
the merger under this structure; and (ii) eliminate Broadwings obligation to provide the holders
of the Debentures with periodic disclosure documents after it becomes a wholly owned subsidiary of
Level 3 (which is a public reporting company and is required to continue filing periodic disclosure
documents under the terms of its debt agreements). If the requisite consents are not obtained, the
merger would, pursuant to the terms of the Merger Agreement, be consummated under an alternative
structure that may be effected under the indenture and, accordingly, does not require any consent
of the holders of the Debentures.
On the terms and subject to the conditions of the consent solicitation, if Broadwing receives
the requisite consents and the amendments become effective, Broadwing will pay, promptly following
the effective time of the merger and the satisfaction of the other conditions contained in the
consent solicitation, to each holder of Debentures which has validly delivered (and has not
revoked) a valid consent on or prior to the expiration of the solicitation of consents, $2.50 for
each $1,000 in principal amount of such Debentures. If the amendments become effective, it will be
binding on all holders of the Debentures, including non-consenting holders, and such non-consenting
holders will not be entitled to receive the consent payment unless such non-consenting holders have
validly consented to the consent solicitation on or prior to the expiration of the consent
solicitation.
The proposed amendments require the consent of holders of at least a majority of aggregate
principal amount of the Debentures outstanding. The consent solicitation will expire at 5:00pm,
New York City Time, on November 17, 2006, unless such deadline is extended in Broadwings sole
discretion to a date not later than November 30, 2006. The terms and conditions of the consent
solicitation are described in a Consent Solicitation Statement dated November 8, 2006, which is
being sent to all holders of record of the Debentures as of November 7, 2006 (the Consent
Solicitation Statement). Requests for additional copies of the Consent Solicitation Statement or
related documents should be directed to Global Bondholder Services Corporation, the information and
tabulation agent, at (866) 804-2200. Questions regarding the consent solicitation should be
directed to Jefferies & Company, Inc., the solicitation agent, at (203) 708-5858.
The disclosure contained herein is not a solicitation of consents with respect to any
securities. The consent solicitation is being made solely by the Consent Solicitation Statement
dated November 8, 2006.
In addition, Level 3 has advised Broadwing that (based on the current value of the merger
consideration under the Merger Agreement) it currently intends to treat the Debentures upon
consummation of the merger as follows:
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