UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 12, 2006
BROADWING CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction)
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0-30989
(Commission File Number)
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52-2041343
(I.R.S. Employer of
Incorporation Identification No.) |
1122 Capital of Texas Highway
Austin, Texas 78746
(Address of principal executive offices)
Registrants telephone number, including area code: (512) 742-3700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement
On June 12, 2006, Broadwing Corporation (the Company) closed the private placement of an
additional $30,000,000 in aggregate principal amount of its 3.125% Convertible Senior Debentures
due 2026 (the Debentures) pursuant to the exercise in full of an additional purchase option that
the Company had granted to the initial purchasers (the Initial Purchasers) in the Companys
previously announced private placement of $150,000,000 in aggregate principal amount of Debentures.
The terms of the Debentures were previously described in our Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 18, 2006 and such disclosure is incorporated herein
by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Reference is made to the disclosure provided in response to Item 1.01 of this Form 8-K, with
respect to the issuance by the Company of the additional Debentures to the Initial Purchasers,
which disclosure is incorporated herein by this reference.
Item 3.02. Unregistered Sales of Equity Securities
Reference is made to the disclosure provided in response to Item 1.01 of this Form 8-K, with
respect to the issuance by the Company of the Debentures to the Initial Purchasers, which
disclosure is incorporated herein by this reference.
The Company offered and sold the additional Debentures, the guarantees and the shares of
common stock issuable upon conversion of the Debentures to the Initial Purchasers in reliance on
the exemption from registration provided by Section 4(2) of the Securities Act. The Initial
Purchasers then sold the securities to qualified institutional buyers pursuant to Rule 144A and to
certain persons in offshore transactions pursuant to Regulation S under the Securities Act of 1933.
The Company relied on these exemptions from registration based in part on representations made by
the Initial Purchasers in the related purchase agreement.
The additional Debentures, the guarantees and the shares of common stock issuable upon
conversion of the Debentures have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable exemption from
registration requirements. This report on Form 8-K does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.
Item 7.01. Regulation FD Disclosure
On June 12, 2006, the Company announced in a press release the exercise of additional purchase
option by the Initial Purchasers. The Companys press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
99.1
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Press Release dated June 12, 2006 |
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