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EX-99.1 - EX-99.1 - Lumos Networks Corp.d57224dex991.htm
EX-99.2 - EX-99.2 - Lumos Networks Corp.d57224dex992.htm

 

 

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): August 5, 2015

 

 

Lumos Networks Corp.

(Exact Name of Registrant as Specified in 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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On August 5, 2015, Lumos Networks Corp. (the “Company”) issued a press release (the “Earnings Release”) announcing its results of operations and financial condition for the three and six months ended June 30, 2015. A copy of the Earnings Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01 Regulation FD Disclosure.

On August 5, 2015, the Company disclosed in the Earnings Release that it has entered into a definitive agreement providing for an investment by affiliates of Pamplona Capital Management LLC (“Pamplona”) in the Company. In connection with the investment, affiliates of Pamplona will invest $150 million in cash in debt securities to be issued by the Company and will be granted warrants to acquire up to 5.5 million shares of the Company’s common stock.

A copy of the Earnings Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a copy of the materials that the Company will present in connection with upcoming presentations to investors is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information in this Report will not be deemed as an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.

  

Description

99.1    Press release issued by Lumos Networks Corp. dated August 5, 2015 (furnished herein pursuant to Items 2.02 and 7.01)
99.2    Company Presentation – Second Quarter 2015 Update (furnished herein pursuant to Item 7.01)

 

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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.

Date: August 5, 2015

 

LUMOS NETWORKS CORP.
By:   /s/ Johan G. Broekhuysen
 

Johan G. Broekhuysen

Executive Vice President, Chief Financial Officer and Chief Accounting Officer

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press release issued by Lumos Networks Corp. dated August 5, 2015 (furnished herein pursuant to Items 2.02 and 7.01)
99.2    Company Presentation – Second Quarter 2015 Update (furnished herein pursuant to Item 7.01)

 

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