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LVLT > SEC Filings for LVLT > Form 8-K on 23-Dec-2013All Recent SEC Filings

Show all filings for LEVEL 3 COMMUNICATIONS INC



Other Events

Item 8.01 Other Events
Effective December 23, 2013, the Board of Directors (the "Board") of Level 3 Communications, Inc. (the "Company") determined that Fidelity Management & Research Company and certain of its subsidiaries and affiliates (collectively, "FMR"), and FIL Limited and certain of its subsidiaries and affiliates (collectively, "FIL", and together with FMR, the "Fidelity Advisors") as the manager and/or investment advisor of various investment funds and separately managed accounts (collectively, the "Funds" and, together with the Fidelity Advisors, the "Fidelity Investors") are "Exempt Persons" pursuant to clause (iv) of the definition of that term in the Company's Rights Agreement, dated as of April 10, 2011, between the Company and Wells Fargo Bank, N.A., as rights agent (as amended effective as of March 15, 2012, the "Rights Agreement").

The Rights Agreement is in place to deter acquisitions of the Company's common stock, par value $.01 per share (the "Common Stock"), that would potentially limit the Company's ability to use its built-in losses and any resulting net loss carryforwards ("NOLs") to reduce potential future federal income tax obligations. In general terms, the rights issued under the Rights Agreement impose a significant penalty to any person, together with its Affiliates (as defined in the Rights Agreement), that acquires 4.9% or more of the Common Stock.

The Board's determination will include the Fidelity Investors within the definition of "Exempt Person," so long as (i) no individual Fidelity Advisor shall make any acquisition of Common Stock for its own account or on behalf of an individual Fund if on the date of such purchase such Fidelity Advisor or such Fund is or would become, as a result of such purchase, a "5 percent shareholder" of the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and (ii) the Board continues to conclude that none of the Funds have any formal or informal understanding among themselves, including through any Fidelity Advisor, to make "coordinated acquisitions" of Common Stock, and therefore be treated as a single "entity" within the meaning of
Section 1.382-3(a)(1) of the Treasury Regulations.

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