UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CenturyLink, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
156700106
(CUSIP Number)
Choo Soo Shen Christina
Director, Legal & Regulatory
Temasek International Pte. Ltd.
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Copy to
Michael W. Sturrock, Esq.
Latham & Watkins LLP
9 Raffles Place #42-02
Singapore 048619
Telephone: (65) 6536 1161
Facsimile: (65) 6536 1171
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 5, 2018
(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
| CUSIP No. 156700106 | Page 2 of 9 |
| 1 |
Names of Reporting Persons
Temasek Holdings (Private) Limited |
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| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ |
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| 3 |
SEC Use Only
|
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| 4 |
Source Of Funds
AF |
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| 5 |
Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e)
☐ |
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| 6 |
Citizenship Or Place Of Organization
Singapore |
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|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
Sole Voting Power
0 |
||||
| 8 |
Shared Voting Power
92,904,239 |
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| 9 |
Sole Dispositive Power
0 |
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| 10 |
Shared Dispositive Power
92,904,239 |
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| 11 |
Aggregate Amount Beneficially Owned By Each Reporting Person
92,904,239 |
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| 12 |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ |
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| 13 |
Percent Of Class Represented By Amount In Row (11)
8.7% (1) |
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| 14 |
Type of Reporting Person
CO |
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| (1) | Percentage calculation based on 1,069,003,333 shares of Common Stock outstanding as of November 2, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2017. |
| CUSIP No. 156700106 | Page 3 of 9 |
| 1 |
Names of Reporting Persons
Singapore Technologies Telemedia Pte Ltd |
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| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ |
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| 3 |
SEC Use Only
|
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| 4 |
Source Of Funds
AF |
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| 5 |
Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e)
☐ |
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| 6 |
Citizenship Or Place Of Organization
Singapore |
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|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
Sole Voting Power
0 |
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| 8 |
Shared Voting Power
0 |
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| 9 |
Sole Dispositive Power
0 |
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| 10 |
Shared Dispositive Power
0 |
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| 11 |
Aggregate Amount Beneficially Owned By Each Reporting Person
0 |
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| 12 |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ |
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| 13 |
Percent Of Class Represented By Amount In Row (11)
0% |
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| 14 |
Type of Reporting Person
CO |
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| CUSIP No. 156700106 | Page 4 of 9 |
| 1 |
Names of Reporting Persons
STT Communications Ltd |
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| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ |
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| 3 |
SEC Use Only
|
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| 4 |
Source Of Funds
AF; WC |
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| 5 |
Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e)
☐ |
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| 6 |
Citizenship Or Place Of Organization
Singapore |
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|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
Sole Voting Power
0 |
||||
| 8 |
Shared Voting Power
0 |
|||||
| 9 |
Sole Dispositive Power
0 |
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| 10 |
Shared Dispositive Power
0 |
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| 11 |
Aggregate Amount Beneficially Owned By Each Reporting Person
0 |
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| 12 |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ |
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| 13 |
Percent Of Class Represented By Amount In Row (11)
0% |
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| 14 |
Type of Reporting Person
CO |
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| CUSIP No. 156700106 | Page 5 of 9 |
| 1 |
Names of Reporting Persons
STT Crossing Ltd |
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| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ |
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| 3 |
SEC Use Only
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| 4 |
Source Of Funds
OO; AF |
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| 5 |
Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e)
☐ |
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| 6 |
Citizenship Or Place Of Organization
Mauritius |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
Sole Voting Power
0 |
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| 8 |
Shared Voting Power
0 |
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| 9 |
Sole Dispositive Power
0 |
|||||
| 10 |
Shared Dispositive Power
0 |
|||||
| 11 |
Aggregate Amount Beneficially Owned By Each Reporting Person
0 |
|||||
| 12 |
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ |
|||||
| 13 |
Percent Of Class Represented By Amount In Row (11)
0% |
|||||
| 14 |
Type of Reporting Person
CO |
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| Page 6 of 9 |
Explanatory Note
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the SEC on November 8, 2017 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Statement”) relating to the common stock, par value $1.00 per share (the “Common Stock”), of CenturyLink, Inc., a Louisiana corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 100 CenturyLink Drive, Monroe, Louisiana 71203.
Capitalized terms used but not defined herein have the meanings given to them in the Statement.
Item 2. Identity and Background
Item 2 is hereby amended by deleting the list of directors and executive officers of Temasek Holdings (Private) Limited (“Temasek Holdings”) in Schedule A referred to in the fourth and fifth paragraphs of Item 2 and replacing it with the list in Schedule A herein.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and supplemented by adding the following:
On February 5, 2018, STT Crossing effected a distribution in-kind to STT Comm, and STT Comm in turn effected a distribution in-kind to STT, and STT in turn effected a distribution in-kind to Temasek Holdings, of 92,904,239 shares of Common Stock. The distribution in-kind to Temasek Holdings was effected by way of a transfer of 46,452,120 and 46,452,119 shares of Common Stock to Everitt Investments Pte. Ltd (“Everitt”) and Aranda Investments Pte. Ltd. (“Aranda”), respectively.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by adding the following:
On February 5, 2018, STT Crossing effected a distribution in-kind to STT Comm, and STT Comm in turn effected a distribution in-kind to STT, and STT in turn effected a distribution in-kind to Temasek Holdings, of 92,904,239 shares of Common Stock. The distribution in-kind to Temasek Holdings was effected by way of a transfer of 46,452,120 and 46,452,119 shares of Common Stock to Everitt and Aranda, respectively. In connection with such distribution in-kind, on February 5, 2018, STT Crossing, Everitt, Aranda and the Issuer entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”), pursuant to which STT Crossing irrevocably assigned and transferred all of its rights and interests under the Shareholder Rights Agreement to Everitt and Aranda, and Everitt and Aranda assumed all of STT Crossing’s obligations under, and agreed to be bound by the provisions of, the Shareholder Rights Agreement, as amended by the Assignment and Assumption Agreement, in each case from and after the date of the transfer of the Common Stock to Everitt and Aranda.
The description of the Assignment and Assumption Agreement herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, which is filed as Exhibit 99.3 hereto and incorporated herein by reference.
| Page 7 of 9 |
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a)-(b) As of February 5, 2018, 46,452,120 shares of the Common Stock, or approximately 4.3% of the outstanding Common Stock, were owned by Everitt. Everitt is wholly owned by Bartley Investments Pte. Ltd. (“Bartley”), which in turn is wholly owned by Tembusu Capital Pte. Ltd. (“Tembusu Capital”). Therefore, as of February 5, 2018, each of Bartley and Tembusu Capital may be deemed to beneficially own the 46,452,120 shares of Common Stock owned by Everitt.
As of February 5, 2018, 46,452,119 shares of the Common Stock, or approximately 4.3% of the outstanding Common Stock, were owned by Aranda. Aranda is wholly owned by Seletar Investments Pte Ltd (“Seletar”), which in turn is wholly owned by Temasek Capital (Private) Limited (“Temasek Capital”). Therefore, as of February 5, 2018, each of Seletar and Temasek Capital may be deemed to beneficially own the 46,452,119 shares of Common Stock owned by Aranda.
Tembusu Capital and Temasek Capital are each wholly owned by Temasek Holdings. Therefore, as of February 5, 2018, Temasek Holdings may be deemed to beneficially own the 92,904,239 shares of Common Stock beneficially owned in aggregate by Tembusu Capital and Temasek Capital.
To the knowledge of the Reporting Persons, the directors and executive officers of the Reporting Persons listed in Schedule A hereto beneficially own in the aggregate less than 1% of the Issuer’s outstanding shares of Common Stock.
The percentages of beneficial ownership of the Reporting Persons and their directors and executive officers listed in Schedule A hereto were calculated based on 1,069,003,333 shares of Common Stock outstanding as of November 2, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.
(c) Except as described in this Statement, there have been no transactions by the Reporting Persons in securities of the Issuer since the last filing on Schedule 13D by the Reporting Persons. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in securities of the Issuer during the last sixty days.
(d) Not applicable.
(e) STT, STT Comm and STT Crossing ceased to be the beneficial owners of more than 5.0% of the Issuer’s outstanding shares of Common Stock on February 5, 2018.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Statement is hereby amended and supplemented by adding the following:
The information set forth in the second and third paragraphs of Item 4 of this Amendment No. 1 is hereby incorporated herein by reference.
| Page 8 of 9 |
Item 7. Material to be Filed as Exhibits
|
Exhibit |
Description |
|
| 99.1 | Joint Filing Agreement, dated November 8, 2017, among Temasek Holdings, STT, STT Comm and STT Crossing (Incorporated by reference to Exhibit 99.1 to the Original Schedule 13D, filed by the Reporting Persons on November 8, 2017). | |
| 99.2 | Shareholder Rights Agreement, dated as of October 31, 2016, between the Issuer and STT Crossing (Incorporated by reference to Exhibit 10.2 of the Form 8-K for the period ended October 31, 2016 filed by the Issuer on November 3, 2016). | |
| 99.3 | Assignment and Assumption Agreement, dated as of February 5, 2018, between STT Crossing, Everitt, Aranda and the Issuer. | |
| Page 9 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Date: February 7, 2018
| TEMASEK HOLDINGS (PRIVATE) LIMITED | ||
| By: |
/s/ Christina Choo Soo Shen |
|
| Name: Christina Choo Soo Shen | ||
| Title: Authorized Signatory | ||
| SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD | ||
| By: |
/s/ Chan Jen Keet |
|
| Name: Chan Jen Keet | ||
| Title: Company Secretary | ||
| STT COMMUNICATIONS LTD | ||
| By: |
/s/ Chan Jen Keet |
|
| Name: Chan Jen Keet | ||
| Title: Company Secretary | ||
| STT CROSSING LTD | ||
| By: |
/s/ Johnny Ong Seng Huat |
|
| Name: Johnny Ong Seng Huat | ||
| Title: Director | ||
SCHEDULE A
The name, present principal occupation and business address of each director and executive officer of the Reporting Persons is set forth below.
The following is a list of the directors and executive officers of Temasek Holdings (Private) Limited:
|
Name, Business Address and Position |
Present Principal Occupation |
Citizenship |
||
|
Lim Boon Heng 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Chairman and Director, Temasek Holdings (Private) Limited) |
Chairman, Temasek Holdings (Private) Limited |
Singaporean | ||
|
Cheng Wai Keung 3 Killiney Road #10-01 Winsland House 1 Singapore 239519
(Deputy Chairman and Director, Temasek Holdings (Private) Limited) |
Chairman and Managing Director, Wing Tai Holdings Limited |
Singaporean | ||
|
Kua Hong Pak 205 Braddell Road East Wing Level 2 Singapore 579701
(Director, Temasek Holdings (Private) Limited) |
Senior Advisor, ComfortDelGro Corporation Limited |
Singaporean | ||
|
Goh Yew Lin 50 Raffles Place #33-00 Singapore Land Tower Singapore 048623
(Director, Temasek Holdings (Private) Limited) |
Managing Director, G.K. Goh Holdings Limited |
Singaporean | ||
|
Teo Ming Kian 250 North Bridge Road #05-01 Raffles City Tower Singapore 179101
(Director, Temasek Holdings (Private) Limited) |
Chairman, Vertex Venture Holdings Ltd. |
Singaporean | ||
|
Name, Business Address and Position |
Present Principal Occupation |
Citizenship |
||
|
Marcus Wallenberg SE-106 40 Stockholm, Sweden
(Director, Temasek Holdings (Private) Limited) |
Chairman, Skandinaviska Enskilda Banken, Saab AB and FAM AB |
Swedish | ||
|
Lien Jown Leam Michael One Raffles Place (formerly known as OUB Centre) #51-00 Singapore 048616
(Director, Temasek Holdings (Private) Limited) |
Executive Chairman, Wah Hin and Company Private Limited |
Singaporean | ||
|
Robert Bruce Zoellick c/o 1875 I Street NW 5th Floor Washington, DC 20006 United States of America
(Director, Temasek Holdings (Private) Limited) |
Chairman, AllianceBernstein |
American | ||
|
Chin Yoke Choong Bobby c/o 1 Joo Koon Circle #13-01 FairPrice Hub Singapore 629117
(Director, Temasek Holdings (Private) Limited) |
Deputy Chairman, NTUC Enterprise Cooperative Limited |
Singaporean | ||
|
Ng Chee Siong Robert 11th - 12th Floors Tsim Sha Tsui Centre Salisbury Road Tsim Sha Tsui, Kowloon, Hong Kong
(Director, Temasek Holdings (Private) Limited) |
Chairman, Sino Land Company Ltd. |
Singaporean / Hong Kong Permanent Resident |
||
|
Peter Robert Voser Affolternstrasse 44 8050 Zurich Switzerland
(Director, Temasek Holdings (Private) Limited) |
Chairman, ABB Ltd |
Swiss | ||
|
Name, Business Address and Position |
Present Principal Occupation |
Citizenship |
||
|
Lee Ching Yen Stephen No.160 Robinson Road #13-06 SBF Center Singapore 068914
(Director, Temasek Holdings (Private) Limited) |
Managing Director Great Malaysia Textile Investments Pte Ltd |
Singaporean | ||
|
Lee Theng Kiat 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Director, Temasek Holdings (Private) Limited) |
Deputy Chairman & CEO, Temasek International Pte. Ltd. |
Singaporean | ||
|
Ho Ching 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Executive Director & CEO, Temasek Holdings (Private) Limited) |
Executive Director & CEO, Temasek Holdings (Private) Limited |
Singaporean | ||
|
Dilhan Pillay Sandrasegara 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Deputy CEO, Joint Head, Enterprise Development Group, Joint Head, Investment Group, Joint Head, Singapore, Head, Americas, Temasek International Pte. Ltd.) |
Deputy CEO, Joint Head, Enterprise Development Group, Joint Head, Investment Group, Joint Head, Singapore, Head, Americas, Temasek International Pte. Ltd. |
Singaporean | ||
|
Chia Song Hwee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(President & Chief Operating Officer, Joint Head, Investment Group, Joint Head, Portfolio Management Group, Joint Head, Singapore, Temasek International Pte. Ltd.) |
President & Chief Operating Officer, Joint Head, Investment Group, Joint Head, Portfolio Management Group, Joint Head, Singapore, Temasek International Pte. Ltd. |
Singaporean | ||
|
Name, Business Address and Position |
Present Principal Occupation |
Citizenship |
||
|
Jonathon Revill Christopher Allaway 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Chief Technology Officer, Temasek International Pte. Ltd.) |
Chief Technology Officer, Temasek International Pte. Ltd |
Australian | ||
|
Syed Fidah Bin Ismail Alsagoff 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Life Sciences, Temasek International Pte. Ltd.) |
Head, Life Sciences, Temasek International Pte. Ltd. |
Singaporean | ||
|
Michael John Buchanan 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Strategy, Senior Managing Director, Portfolio Strategy & Risk Group, Head, Australia & New Zealand, Temasek International Pte. Ltd.) |
Head, Strategy, Senior Managing Director, Portfolio Strategy & Risk Group, Head, Australia & New Zealand, Temasek International Pte. Ltd. |
Australian | ||
|
Chan Wai Ching 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Corporate Development Group, Head, Organisation & People, Temasek International Pte. Ltd.) |
Joint Head, Corporate Development Group, Head, Organisation & People, Temasek International Pte. Ltd. |
Singaporean | ||
|
Gregory Lynn Curl 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(President, Temasek International Pte. Ltd.) |
President, Temasek International Pte. Ltd. |
American | ||
|
Name, Business Address and Position |
Present Principal Occupation |
Citizenship |
||
|
Luigi Feola 23 King Street London SW1Y6QY United Kingdom
(Senior Managing Director, Europe, Joint Head, Consumer, Temasek International (Europe) Limited) |
Senior Managing Director, Europe, Joint Head, Consumer, Temasek International (Europe) Limited |
Italian | ||
|
Nagi Adel Hamiyeh 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Enterprise Development Group, Joint Head, Consumer, Joint Head, Industrials, Head, Real Estate, Head, Africa & Middle East, Temasek International Pte. Ltd.) |
Joint Head, Enterprise Development Group, Joint Head, Consumer, Joint Head, Industrials, Head, Real Estate, Head, Africa & Middle East, Temasek International Pte. Ltd. |
Singaporean | ||
|
Hu Yee Cheng Robin 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Sustainability & Stewardship Group, Temasek International Pte. Ltd.) |
Head, Sustainability & Stewardship Group, Temasek International Pte. Ltd. |
Singaporean | ||
|
Uwe Krueger 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Business Services, Senior Managing Director, Portfolio Management, Temasek International Pte. Ltd.) |
Head, Business Services, Senior Managing Director, Portfolio Management, Temasek International Pte. Ltd. |
German | ||
|
Ravi Lambah 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Telecom, Media & Technology, Joint Head, India, Temasek International Pte. Ltd.) |
Head, Telecom, Media & Technology, Joint Head, India, Temasek International Pte. Ltd. |
Maltese | ||
|
Name, Business Address and Position |
Present Principal Occupation |
Citizenship |
||
|
Leong Wai Leng 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Chief Financial Officer, Joint Head, Corporate Development Group, Temasek Holdings (Private) Limited) |
Chief Financial Officer, Joint Head, Corporate Development Group, Temasek Holdings (Private) Limited |
Singaporean | ||
|
John William Marren 101 California St., Suite 3700 San Francisco, CA 94111 United States of America
(Senior Managing Director, North America, Temasek International (USA) LLC) |
Senior Managing Director, North America, Temasek International (USA) LLC |
American | ||
|
Pek Siok Lan 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(General Counsel, Temasek International Pte. Ltd.) |
General Counsel, Temasek International Pte. Ltd. |
Singaporean | ||
|
Png Chin Yee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Financial Services, Senior Managing Director, China, Temasek International Pte. Ltd.) |
Head, Financial Services, Senior Managing Director, China, Temasek International Pte. Ltd. |
Singaporean | ||
|
Rohit Sipahimalani 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Portfolio Strategy & Risk Group, Joint Head, India, Temasek International Pte. Ltd.) |
Joint Head, Portfolio Strategy & Risk Group, Joint Head, India, Temasek International Pte. Ltd. |
Singaporean | ||
|
Name, Business Address and Position |
Present Principal Occupation |
Citizenship |
||
|
Tan Chong Lee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(President, Joint Head, Portfolio Management Group, Head, Europe, Head, South East Asia, Temasek International Pte. Ltd.) |
President, Joint Head, Portfolio Management Group, Head, Europe, Head, South East Asia, Temasek International Pte. Ltd. |
Singaporean | ||
|
Teo Juet Sim Juliet 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Transportation & Logistics, Senior Managing Director, Portfolio Management, Temasek International Pte. Ltd.) |
Head, Transportation & Logistics, Senior Managing Director, Portfolio Management, Temasek International Pte. Ltd. |
Singaporean | ||
|
Alan Raymond Thompson 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Private Equity & Fund Investments, Senior Managing Director, Enterprise Development Group, Temasek International Pte. Ltd.) |
Head, Private Equity Fund Investments, Senior Managing Director, Enterprise Development Group, Temasek International Pte. Ltd. |
Singaporean | ||
|
Benoit Louis Marie Francois Valentin 23 King Street London SW1Y 6QY United Kingdom
(Senior Managing Director, Europe, Joint Head, Industrials, Temasek International (Europe) Limited) |
Senior Managing Director, Europe, Joint Head, Industrials, Temasek International (Europe) Limited |
French | ||
|
John Joseph Vaske 375 Park Avenue, 14th Floor New York, New York 10152 United States of America
(Joint Head, North America, Temasek International (USA) LLC) |
Joint Head, North America, Temasek International (USA) LLC |
American | ||
|
Name, Business Address and Position |
Present Principal Occupation |
Citizenship |
||
|
Wu Yibing 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Portfolio Strategy & Risk Group, Joint Head, China, Temasek International Pte. Ltd.) |
Joint Head, Portfolio Strategy & Risk Group, Joint Head, China, Temasek International Pte. Ltd. |
American | ||
EXHIBIT INDEX
|
Exhibit |
Description |
|
| 99.1 | Joint Filing Agreement, dated November 8, 2017, among Temasek Holdings, STT, STT Comm and STT Crossing (Incorporated by reference to Exhibit 99.1 to the Original Schedule 13D, filed by the Reporting Persons on November 8, 2017). | |
| 99.2 | Shareholder Rights Agreement, dated as of October 31, 2016, between the Issuer and STT Crossing (Incorporated by reference to Exhibit 10.2 of the Form 8-K for the period ended October 31, 2016 filed by the Issuer on November 3, 2016). | |
| 99.3 | Assignment and Assumption Agreement, dated as of February 5, 2018, between STT Crossing, Everitt, Aranda and the Issuer. | |
Exhibit 99.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of February 5, 2018 and is entered into by and between STT Crossing Ltd., a company incorporated under the laws of the Republic of Mauritius (“Assignor”), Everitt Investments Pte. Ltd, a company organized under the laws of Singapore (“Everitt”) and Aranda Investments Pte. Ltd. (“Aranda” and, together with Everitt, the “Assignees”), and CenturyLink, Inc., a Louisiana corporation (“CenturyLink”).
RECITALS
WHEREAS, Assignor is a party to the Shareholder Rights Agreement dated as of October 31, 2016 (the “SRA”) entered into by and between Assignor and CenturyLink;
WHEREAS, Assignor desires to transfer all shares of Common Stock that it Beneficially Owns to Assignees, each an Affiliate of the Assignor (the “Stock Transfer” and the date of such transfer, the “Stock Transfer Date”);
WHEREAS, in connection with the Stock Transfer, Assignor desires to assign and transfer its rights and obligations under the SRA to Assignees; and
WHEREAS, each Assignee desires to assume and accept the assignment and transfer of all of Assignor’s rights and obligations under the SRA, and agrees to be bound under the SRA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
AGREEMENT
| 1. | Definitions . Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the meanings set forth in the SRA. |
| 2. | Assignment and Assumption of the SRA . (i) Assignor hereby irrevocably assigns and transfers all of its rights and interests under the SRA to the Assignees from and after the Stock Transfer Date and (ii) each Assignee hereby irrevocably accepts the assignment and transfer of such rights and interests and hereby irrevocably assumes all of the Assignor’s obligations under and agrees to be bound by the provisions of the SRA, in each case from and after the Stock Transfer Date and with the SRA modified as provided in Section 3. For purposes of the exercise of any rights granted to Shareholder under the SRA and any notice required or permitted to be given by Shareholder pursuant to the SRA, such exercise of rights or notice given by Everitt individually shall suffice as being effected by the Assignees. |
| 3. | Amendments to the SRA . The Assignees and CenturyLink hereby agree that the SRA shall be amended as follows with effect from the Stock Transfer Date: |
| (i) | Section 1(a) of the SRA shall be amended and restated in its entirety to read as follows: |
““Affiliate” shall mean, (i) with respect to the Shareholder, any entity within the T+I Group, it being understood that for so long as an information wall is maintained between the T+I Group (as defined below) and the Temasek Portfolio Companies (as defined below), any shares of Common Stock Beneficially Owned by a Temasek Portfolio Company shall not be considered to be Beneficially Owned by any entity within the T+I Group; and (ii) with respect to (x) any other Person and (y) the Shareholder, if it fails to maintain an information wall as described above in clause (i) of this definition, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition:
| (1) | “control” when used with respect to any Person has the meaning specified in Rule 12b-2 under the Exchange Act; and the terms “controlling” and “controlled” have meanings correlative to the foregoing; |
| (2) | “T+I Group” refers to Temasek Holdings (Private) Limited and its investment holding companies, being its direct and indirect wholly-owned subsidiaries whose boards of directors or equivalent governing bodies comprise employees or nominees of (a) Temasek Holdings (Private) Limited, (b) Temasek Pte. Ltd., a wholly-owned subsidiary of Temasek Holdings (Private) Limited, and/or (c) wholly-owned subsidiaries of Temasek Pte. Ltd. The principal activities of Temasek Holdings (Private) Limited and its investment holdings companies described above are that of investment holding, financing and/or the provision of investment advisory and consultancy services; and |
| (3) | “Temasek Portfolio Companies” refers to entities in which Temasek Holdings (Private) Limited holds, directly and/or indirectly, an interest, other than entities within the T+I Group.” |
| (ii) | Section 4.2 of the SRA shall be amended to include the following language at the end of the provision: |
“so long as each such Affiliate agrees in writing to assume all of Assignor’s obligations under and agrees to be bound by the provisions of this Agreement”.
| (iii) | Section 5.12(ii) of the SRA shall be amended to include the following proviso language at the end of the provision: |
“ provided, however, the Shareholder shall not be subject to such Insider Trading Policy for so long as the Shareholder maintains an information wall between itself and the Shareholder Employee Director that is designed to prevent the flow of information relating to Parent from the Shareholder Employee Director to the Shareholder”.
| (iv) | Section 9.4(c) of the SRA shall be amended and restated in its entirety to read as follows: |
“All correspondence to the Shareholder shall be addressed as follows:
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Everitt Investments Pte. Ltd
c/o 60B Orchard Road, #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Telecopy/Facsimile: + 65 681 2288
Attention: Company Secretary
with a copy to (which shall not constitute notice):
Latham & Watkins LLP
9 Raffles Place
#42-02 Republic Plaza
Singapore 048619
Telecopy/Facsimile: +65 6537-1171
Attention: Michael W. Sturrock”
| 4. | Release of Assignor; Compliance with SRA . CenturyLink hereby irrevocably releases Assignor from all obligations under the SRA that are incurred or that are to be performed on and after the Stock Transfer Date. CenturyLink acknowledges and agrees that the Stock Transfer is deemed not to be in violation of the Insider Trading Policy, including for purposes of Section 5.12 of the SRA. |
| 5. | Counterparts . This Agreement may be signed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument. |
| 6. | Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to conflict of law principles thereof. |
[ Signature page follows ]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
| ASSIGNOR: | ||
|
STT Crossing Ltd. |
||
| By: | /s/ Johnny Ong Seng Huat | |
| Name: | Johnny Ong Seng Huat | |
| Title: | Director | |
| ASSIGNEES: | ||
|
Everitt Investments Pte. Ltd |
||
| By: | /s/ Poy Weng Chuen | |
| Name: | Poy Weng Chuen | |
| Title: | Authorised Signatory | |
|
Aranda Investments Pte. Ltd. |
||
| By: | /s/ Han Sack Teng | |
| Name: | Han Sack Teng | |
| Title: | Authorised Signatory | |
ACKNOWLEDGED AND AGREED TO BY:
| CenturyLink, Inc. | ||
| By: | /s/ Stacey Goff | |
| Name: | Stacey Goff | |
| Title: | General Counsel | |
[Signature page to Assignment and Assumption Agreement]