TW TELECOM INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-11-05: Form 8-K; Period of report 2014-10-31; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2014-10-28: Form 8-K; Period of report 2014-10-28; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2014-07-30: Form 8-K; Period of report 2014-07-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2014-06-17: Form 8-K; Period of report 2014-06-16; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-11-05 | 8-K | 2014-10-31 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s common stock, par value $0.01 per share (“Company Common Stock”), was converted into (i) 0.7 shares (the “Stock Consideration”) of Level 3’s common stock, par value $0.01 per share (“Level 3 Common Stock”) and (ii) the right to receive $10.00 in cash (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”), resulting in the issuance of approximately 96,868,883 aggregate shares of Level 3 Common Stock. 3.01 The NASDAQ Global Select Market (“NASDAQ”) as of the close of trading on October 31, 2014 and be delisted from NASDAQ. 3.03 As a result of the Merger and at the Effective Time, each issued and outstanding share of Company Common Stock, other than dissenting shares, was cancelled and automatically converted into the right to receive the Merger Consideration. 5.01 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company became a wholly owned subsidiary of Level 3 and, accordingly, a change in control of the Company occurred. 5.02 At the Effective Time, all of the officers and directors of the Company ceased to serve as the officers and directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, at the effective time of the Subsequent Merger, the certificate of formation and the operating agreement of Merger Sub 2, attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference, became the certificate of formation and operating agreement of the Surviving Company, which is named tw telecom, llc. 8.01 On October 31, 2014, tw telecom holdings inc., a wholly owned subsidiary of the Company distributed notices of redemption to holders of its 5.375% Senior Notes due 2022 and 6.375% Senior Notes due 2023. | a14-23570_18k.htm |
| 2014-10-28 | 8-K | 2014-10-28 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On October 28, 2014, tw telecom inc. | body.htm |
| 2014-07-30 | 8-K | 2014-07-30 | 2.02 Results of Operations and Financial Condition | 2.02 On July 30, 2014, tw telecom inc. issued a press release setting forth its results of operations for the second quarter of 2014 and its financial condition as at June 30, 2014. | a8k2q14.htm |
| 2014-06-17 | 8-K | 2014-06-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 15, 2014, tw telecom inc., a Delaware corporation (“tw telecom”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Level 3 Communications, Inc., a Delaware corporation (“Level 3”), Saturn Merger Sub 1, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Level 3 (“Merger Sub 1”) and Saturn Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Level 3 (“Merger Sub 2”). | a14-15605_18k.htm |
| 2014-06-16 | 8-K | 2014-06-16 | 8.01 Other Events | 8.01 On June 16, 2014, Level 3 Communications, Inc. (“Level 3”) and tw telecom inc. | body.htm |
| 2014-06-11 | 8-K | 2014-06-05 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On June 5, 2014, tw telecom inc. held its Annual Meeting of Stockholders (the "Annual Meeting"). 8.01 Following the Annual Meeting, the Board determined that Mr. Young's committee membership would rotate from the Audit Committee to the Nominating and Governance Committee. | a8k2014annualmeetingvote.htm |
| 2014-05-08 | 8-K | 2014-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2014, tw telecom inc. issued a press release setting forth its results of operations for the first quarter of 2014 and its financial condition as at March 31, 2014. | a8k1q14.htm |
| 2014-02-12 | 8-K | 2014-02-11 | 2.02 Results of Operations and Financial Condition | 2.02 On February 11, 2014, tw telecom inc. issued a press release setting forth its results of operations for the fourth quarter of 2013 and full year 2013 and its financial condition as at December 31, 2013. | a8k4q13.htm |
| 2014-01-30 | 8-K | 2014-01-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On January 27, 2014, tw telecom inc. 8.01 On January 30, 2014, tw telecom holdings inc. | a8k2014blountpromo.htm |