UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Lumos Networks Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
550283105
(CUSIP Number)
Michael Huber
Quadrangle GP Investors LLC
1065 Avenue of the Americas, 34th Floor
New York, New York 10018
(212) 418-1700
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
August 26, 2013
(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 . o
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. 550283105 | SCHEDULE 13D | Page 2 of 16 |
| 1 | NAME OF REPORTING PERSON Quadrangle GP Investors LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,888,939 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 2,888,939 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,888,939 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1% | |
| 14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 550283105 | SCHEDULE 13D | Page 3 of 16 |
| 1 | NAME OF REPORTING PERSON Quadrangle GP Investors II LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,791,898 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 2,791,898 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,791,898 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% | |
| 14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 550283105 | SCHEDULE 13D | Page 4 of 16 |
| 1 | NAME OF REPORTING PERSON Quadrangle GP Investors LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,888,939 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 2,888,939 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,888,939 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1% | |
| 14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 550283105 | SCHEDULE 13D | Page 5 of 16 |
| 1 | NAME OF REPORTING PERSON Quadrangle Capital Partners LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,011,848 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 2,011,848 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,011,848 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% | |
| 14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 550283105 | SCHEDULE 13D | Page 6 of 16 |
| 1 | NAME OF REPORTING PERSON Quadrangle Select Partners LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 109,928 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 109,928 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,928 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% | |
| 14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 550283105 | SCHEDULE 13D | Page 7 of 16 |
| 1 | NAME OF REPORTING PERSON Quadrangle Capital Partners-A LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 767,163 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 767,163 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,163 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% | |
| 14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 550283105 | SCHEDULE 13D | Page 8 of 16 |
| 1 | NAME OF REPORTING PERSON QCP GP Investors II LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,791,898 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 2,791,898 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,791,898 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% | |
| 14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 550283105 | SCHEDULE 13D | Page 9 of 16 |
| 1 | NAME OF REPORTING PERSON Quadrangle (AIV2) Capital Partners II LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,791,898 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 2,791,898 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,791,898 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% | |
| 14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 550283105 | SCHEDULE 13D | Page 10 of 16 |
| 1 | NAME OF REPORTING PERSON Quadrangle NTELOS GP LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,791,898 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 2,791,898 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,791,898 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% | |
| 14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 550283105 | SCHEDULE 13D | Page 11 of 16 |
| 1 | NAME OF REPORTING PERSON Quadrangle NTELOS Holdings II LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,791,898 | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 2,791,898 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,791,898 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% | |
| 14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 550283105 | SCHEDULE 13D | Page 12 of 16 |
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D (this “Statement”) relates to the Schedule 13D filed by Quadrangle GP Investors LLC, Quadrangle GP Investors LP, Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP, QCP GP Investors II LLC, Quadrangle GP Investors II LP, Quadrangle (AIV2) Capital Partners II LP, Quadrangle NTELOS GP LLC and Quadrangle NTELOS Holdings II LP with the Securities and Exchange Commission on October 24, 2011 (the “Schedule 13D”) relating to the common stock, par value US$0.01 per share, of Lumos Networks Corp. Unless set forth below, all Items are unchanged from the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background.
Item 2(b) is hereby amended and restated as follows:
“(b)
The address of the principal business of each of the Reporting Persons and each of the Managing Members is 1065 Avenue of the Americas, 34th Floor, New York, New York 10018.”
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following (before the final paragraph thereof):
“On August 26, 2013, in accordance with the Shareholders Agreement, the Issuer filed a shelf registration statement with the Securities and Exchange Commission. Upon effectiveness of the shelf registration, the Quadrangle Parties and any of their distributees may sell in secondary offerings shares of Common Stock. Following the effectiveness of the shelf registration statement and subject to the considerations described above, the Quadrangle Parties may periodically offer shares in amounts, at prices, and on terms to be announced when, and if, such shares are offered.”
CUSIP No. 550283105 | SCHEDULE 13D | Page 13 of 16 |
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated as follows:
“(a) As of the date hereof, (i) Quadrangle Capital Partners LP holds 2,011,848 shares of Common Stock, or approximately 9.1% of the outstanding Common Stock; (ii) Quadrangle Select Partners LP holds 109,928 shares of Common Stock, or approximately 0.5% of the outstanding Common Stock; (iii) Quadrangle Capital Partners-A LP holds 767,163 shares of Common Stock, or approximately 3.5% of the outstanding Common Stock; and (iv) Quadrangle NTELOS Holdings II LP holds 2,791,898 shares of Common Stock, or approximately 12.7% of the outstanding Common Stock.
Each of Quadrangle GP Investors LP, as the general partner of each of the QCP Funds, and Quadrangle GP Investors LLC, as the general partner of Quadrangle GP Investors LP, may be deemed to beneficially own the 2,888,939 shares of Common Stock held by the QCP Funds, or approximately 13.1% of the outstanding Common Stock.
Each of Quadrangle NTELOS GP LLC, as the general partner Quadrangle NTELOS Holdings II LP; the QCP II Fund, as the managing members of Quadrangle NTELOS GP LLC; Quadrangle GP Investors II LP, as the general partner of each of the QCP II Funds; and QCP GP Investors II LLC, as the general partner of Quadrangle GP Investors II LP, may be deemed to beneficially own the 2,791,898 shares of Common Stock held by Quadrangle NTELOS Holdings II LP, or approximately 12.7% of the outstanding Common Stock.
In the aggregate, the Reporting Persons may be deemed to beneficially own 5,680,837 shares of Common Stock, or approximately 25.8% of the outstanding Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Common Stock not held directly by such Reporting Person.
The percentage interest of the Reporting Persons in this Statement is based on the 22,002,800 shares of Common Stock reported to be outstanding as of July 29, 2013 in the Issuer’s Quarterly Report on Form 10-Q filed on August 1, 2013.”
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
No material change.
Item 7. Material to be Filed as Exhibits.
None.
CUSIP No. 550283105 | SCHEDULE 13D | Page 14 of 16 |
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: September 5, 2013
QUADRANGLE CAPITAL PARTNERS LP | |||
| By: | Quadrangle GP Investors LP, as its General Partner | ||
| By: | Quadrangle GP Investors LLC, as its General Partner | ||
| By: | /s/ Michael Huber | ||
| Name: | Michael Huber | ||
| Title: | Managing Member | ||
QUADRANGLE GP INVESTORS LP | |||
| By: | Quadrangle GP Investors LLC, as its General Partner | ||
| By: | /s/ Michael Huber | ||
| Name: | Michael Huber | ||
| Title: | Managing Member | ||
QUADRANGLE GP INVESTORS LLC | |||
| By: | /s/ Michael Huber | ||
| Name: | Michael Huber | ||
| Title: | Managing Member | ||
QUADRANGLE SELECT PARTNERS LP | |||
| By: | Quadrangle GP Investors LP, as its General Partner | ||
| By: | Quadrangle GP Investors LLC, as its General Partner | ||
| By: | /s/ Michael Huber | ||
| Name: | Michael Huber | ||
| Title: | Managing Member | ||
CUSIP No. 550283105 | SCHEDULE 13D | Page 15 of 16 |
QUADRANGLE CAPITAL PARTNERS-A LP | |||
| By: | Quadrangle GP Investors LP, as its General Partner | ||
| By: | Quadrangle GP Investors LLC, as its General Partner | ||
| By: | /s/ Michael Huber | ||
| Name: | Michael Huber | ||
| Title: | Managing Member | ||
QUADRANGLE NTELOS HOLDINGS II LP | |||
| By: | Quadrangle NTELOS GP LLC, as General Partner | ||
| By: | Quadrangle (AIV2) Capital Partners II LP, as Managing Member | ||
| By: | Quadrangle GP Investors II LP, as General Partner | ||
| By: | QCP GP Investors II LLC, as General Partner | ||
| By: | /s/ Michael Huber | ||
| Name: | Michael Huber | ||
| Title: | Managing Member | ||
| QUADRANGLE NTELOS GP LLC | |||
| By: | Quadrangle (AIV2) Capital Partners II LP, as Managing Member | ||
| By: | Quadrangle GP Investors II LP, as General Partner | ||
| By: | QCP GP Investors II LLC, as General Partner | ||
| By: | /s/ Michael Huber | ||
| Name: | Michael Huber | ||
| Title: | Managing Member | ||
CUSIP No. 550283105 | SCHEDULE 13D | Page 16 of 16 |
QUADRANGLE (AIV2) CAPITAL PARTNERS II LP | |||
| By: | Quadrangle GP Investors II LP, as General Partner | ||
| By: | QCP GP Investors II LLC, as General Partner | ||
| By: | /s/ Michael Huber | ||
| Name: | Michael Huber | ||
| Title: | Managing Member | ||
| QUADRANGLE GP INVESTORS II LP | |||
| By: | QCP GP Investors II LLC, as General Partner | ||
| By: | /s/ Michael Huber | ||
| Name: | Michael Huber | ||
| Title: | Managing Member | ||
| QCP GP INVESTORS II LLC | |||
| By: | /s/ Michael Huber | ||
| Name: | Michael Huber | ||
| Title: | Managing Member | ||