Page 4 of 10 – SEC Filing
| Item 1. | Security and Issuer |
The title of the class of equity security to which this statement on Schedule 13D relates is the common stock, par value $1.00 per share (the “Shares”), of CenturyLink, Inc., a Louisiana corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 100 CenturyLink Drive, Monroe, Louisiana 71203.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
| Item 2. | Identity and Background |
This statement on Schedule 13D is filed on behalf of Corvex Management LP, a Delaware limited partnership (“Corvex”), and Keith Meister, a U.S. citizen (collectively, the “Reporting Persons”). This statement relates to Shares held for the accounts of certain private investment funds for which Corvex acts as investment adviser, including Corvex Master Fund, LP and Corvex Select Equity Master Fund LP, each a Cayman Islands limited partnership, the general partner of each of which is controlled by Mr. Meister (collectively, the “Corvex Funds”). The general partner of Corvex is controlled by Mr. Meister. The principal business address of each of Corvex and Mr. Meister is 667 Madison Avenue, New York, NY 10065. The principal business of Corvex is serving as the investment adviser of private investment funds, whose principal business is investing in securities. Mr. Meister’s principal occupation is serving as the Managing Partner of Corvex. A joint filing agreement of Corvex and Mr. Meister is attached hereto as Exhibit 1.
During the last five years, none of Corvex, Mr. Meister or any of the Corvex Funds has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons used the working capital of the Corvex Funds to purchase the 2,726,702 Shares reported herein and to acquire the call options and equity forward purchase contracts referenced in Item 5. The total purchase price for the Shares reported herein was approximately $67,163,207, the purchase price to acquire such call options was approximately $2,029,564, and the purchase price to acquire such equity forward purchase contracts was $382,736,553.
Various of the Reporting Persons may effect purchases of securities through margin accounts maintained for the Corvex Funds with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts.
| Item 4. | Purpose of Transaction |
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.
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