13D Filing: Corvex Capital and Centurylink Inc (CTL)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

CENTURYLINK, INC.

(Name of Issuer)

COMMON STOCK, $1.00 PAR VALUE

(Title of Class of Securities)

156700106

(CUSIP Number)

Keith Meister

Patrick J. Dooley, Esq.

Corvex Management LP

667 Madison Avenue

New York, NY 10065

(212) 474-6700

Jeffrey L. Kochian

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-8069

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 4, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The Reporting Persons acquired the Shares over which they exercise beneficial ownership in the belief that the Shares are undervalued and are an attractive investment.

On May 8, 2017, Keith Meister gave a presentation at the Sohn Conference in New York which discussed Corvex’s view of the transformational opportunities which Corvex believes can be created for the Issuer as a result of its proposed combination with Level 3 Communications, Inc. (“Level 3”).  A copy of the written materials prepared by Corvex and presented at the Sohn Conference is attached as Exhibit 3.

Mr. Meister expressed the view that the combination with Level 3 presents the unprecedented opportunity to: (i) drive significant free cash flow accretion and secure the Issuer’s dividend, (ii) enhance its EBITDA outlook including growth through cost synergies, and (iii) improve the Issuer’s long-term revenue trajectory.  However, Mr. Meister also noted that it is critical to the success of the combined company that the Issuer ensure that the Chief Executive Officers of both companies — Glen Post, who is 64 years old and has served as CEO of the Issuer for 25 years, and Jeff Storey — who is 56 years old and has served as CEO of Level 3 for 4 years — have senior executive roles at the Issuer as of the closing of the combination.  Corvex believes that Mr. Post should continue to serve as Chief Executive Officer of the Issuer and Mr. Storey should join the Issuer in a senior role as President of the Issuer for an initial integration period of approximately 1 year after the closing of the combination, and that after such period, as part of the succession plan for the Issuer, Mr. Storey should step into the role of Chief Executive Officer, with Mr. Post becoming Chairman of the Issuer.  Corvex urges the Board of Directors of the Issuer (the “Board”) to promptly consider and then implement a plan consistent with this proposal, and to announce it in the near future.

The Reporting Persons expect to have conversations with the Issuer and may also have conversations with third parties and shareholders of the Issuer and others regarding this proposal.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investments in the Issuer as they deem appropriate.  These actions may include, without limitation:  (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The equity forward purchase contracts referenced above provide for the purchase of the number of Shares set forth in Exhibit 2 at the prices listed in such Exhibit on May 31, 2018, unless earlier exercised by Corvex.  Corvex expects to promptly seek the requisite clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and thereafter to promptly exercise the equity forward purchase contracts referenced in this Item 5.

(c) Except as set forth in Exhibit 2 attached hereto, there have been no transactions in the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.