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CTL

CenturyLink

$14.70

0.15 (1.03%)

16:49
02/13/19
02/13
16:49
02/13/19
16:49

CenturyLink adopts plan designed to protect NOLs

CenturyLink announced that its Board of Directors has adopted a Section 382 Rights Agreement. The NOL Rights Plan is designed to protect CenturyLink's net operating loss carryforwards available under Section 382 of the Internal Revenue Code. At Dec. 31, 2018, CenturyLink had $7.3B of NOLs available for use to offset CenturyLink's future federal taxable income. CenturyLink's ability to use its NOLs would be substantially limited if CenturyLink experienced an "ownership change" as defined under Section 382 of the Internal Revenue Code. In general, an ownership change would occur if CenturyLink's shareholders who are deemed to be owners of 5% or more of its shares under Section 382 collectively increase their aggregate ownership of CenturyLink's shares by more than 50 percent (measured over a three-year period beginning with the completion of the Level 3 transaction on Nov. 1, 2017). To protect CenturyLink's NOLs from being limited or permanently lost under Section 382, the NOL Rights Plan seeks to deter trading that would result in an ownership change and to protect CenturyLink's ability to use its NOLs in the future, in order to prevent the reduction in stockholder value that would result from any loss of the NOLs. The NOL Rights Plan has not been adopted as an anti-takeover measure. Under the NOL Rights Plan, one right will be distributed for each share of CenturyLink's common stock outstanding as of the close of business on Feb. 25, 2019, and will trade with the common stock until the rights expire or detach as noted below. The distribution of the rights is not taxable to shareholders, and shareholders are not required to take any action to receive the rights. The NOL Rights Plan will have a limited term and the rights will expire upon the earliest of (1) Dec. 1, 2020; (2) the first anniversary of adoption of the NOL Rights Plan if shareholder approval is not obtained by that date; (3) the determination by CenturyLink's independent directors that the NOLs have been fully utilized or that an ownership change under IRC Section 382 would not materially adversely affect CenturyLink's ability to use the NOLs in certain specified manners; or (4) certain other events described in the NOL Rights Plan, including if the CenturyLink's independent directors determine that expiration of the plan is in the company's best interest. If at any time after the Board's adoption of the NOL Rights Plan a person or group obtains beneficial ownership of 4.9% or more of CenturyLink's common stock outstanding at the time of such acquisition, or an existing holder with greater than 4.9% ownership acquires additional shares representing at least an additional 0.5% of CenturyLink's common stock outstanding at the time of such acquisition, there would be a triggering event causing significant dilution in the economic and voting interests of that person or group. CenturyLink's independent directors have the discretion to exempt any person or group for purposes of the NOL Rights Plan if they determine the acquisition by that person or group will not jeopardize tax benefits or is otherwise in the company's best interests.

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CTL CenturyLink
$14.70

0.15 (1.03%)

01/29/19
JPMS
01/29/19
NO CHANGE
Target $38
JPMS
Overweight
CenturyLink deal for Zayo Group could be difficult, says JPMorgan
JPMorgan analyst Philip Cusick says within the potential reported bidders for Zayo Group (ZAYO), he remains "somewhat skeptical" of a strategic transaction by a customer. He sees many of the customers as either not really needing to own the asset or not wanting to own parts of the assets. However, a deal with CenturyLink (CTL) could make strategic sense, says Cusick, who models $280M of annual synergies in his base case. The analyst, though, feels CenturyLink acquiring Zayo could be difficult given CenturyLink's "stretched balance sheet and very expensive cost of equity." Regardless of a potential deal, Cusick continues to recommend Zayo shares with an Overweight rating and $38 target, mostly based on fundamental improvements from here with the potential for a "faster return through M&A."
02/05/19
SBSH
02/05/19
DOWNGRADE
SBSH
Sell
CenturyLink downgraded to Sell from Neutral at Citi
Citi analyst Michael Rollins downgraded CenturyLink to Sell.
02/05/19
SBSH
02/05/19
DOWNGRADE
Target $11
SBSH
Sell
Citi sees 50% dividend cut for CenturyLink in 2020, downgrades to Sell
Citi analyst Michael Rollins downgraded CenturyLink to Sell from Neutral and cut his price target for the shares to $11 from $19. The analyst expects headwinds on revenue and cash flow, a possible dividend cut, and the likelihood for capex upgrades to lead to further multiple contraction. CenturyLink will face a "growing tug of war" on cash flow beginning in 2019, which will result in a dividend payout level "well above its previously articulated comfort zone," Rollins tells investors in a research note. The analyst forecasts a 50% dividend cut in 2020 for CenturyLink. Further, he believes a sum-of-parts approach "is not compelling" given that the heritage CenturyLink operations are experiencing mid-single digit revenue declines and Level 3 hasn't grown revenue over the last two years.
02/05/19
02/05/19
DOWNGRADE

Fly Intel: Top five analyst downgrades
Catch up on today's top five analyst downgrades with this list compiled by The Fly: 1. Rent-A-Center (RCII) downgraded to Neutral from Buy at Janney Montgomery Scott with analyst John Rowan citing the stock's 50% rise from its intra-day low of $11.98 on December 18, 2018. 2. Equifax (EFX) downgraded to Hold from Buy at Deutsche Bank with analyst Ashish Sabadra saying the shares have rallied significantly off the bottom and outperformed the market year-to-date due to expectations for improving mortgage originations and overall consumer lending. 3. Kraft Heinz (KHC) downgraded to Hold from Buy at Deutsche Bank with analyst Rob Dickerson saying his analysis shows store brands continue to increase distribution points and take share in the majority of Kraft Heinz's largest categories. 4. CenturyLink (CTL) downgraded to Sell from Neutral at Citi with analyst Michael Rollins saying he expects headwinds on revenue and cash flow, a possible dividend cut, and the likelihood for capex upgrades to lead to further multiple contraction. 5. Cronos Group (CRON) downgraded to Hold from Buy at GMP Securities with analyst Martin Landry citing valuation. This list is just a portion of The Fly's full analyst coverage. To see The Fly's full Street Research coverage, click here.

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