CenturyLink, Inc. (NYSE:CTL) Files An 8-K Other Events
Item8.01
Other Events. |
As described in a Current Report on Form 8-K of CenturyLink, Inc.
(CenturyLink) and its indirect wholly-owned subsidiary Qwest
Corporation (QC) filed on April27, 2017 (the Prior 8-K), QC sold
on such date $575 million aggregate principal amount of its
unsecured 6.75% Notes due 2057 (the 6.75% Notes). On May5, 2017,
QC sold an additional $85 million aggregate principal amount of
its 6.75% Notes (the Option Securities) in connection with the
partial exercise of the over-allotment option granted to the
underwriters of the 6.75% Notes to the underwriting agreement
described below.
The Option Securities (i)were sold on the same terms as the 6.75%
Notes sold on April27, 2017 (the Initial Securities), (ii)were
sold to an underwriting agreement, dated April18, 2017 (the
Underwriting Agreement), among QC and the underwriters named
therein and a related price determination agreement, dated
April18, 2017, among the same parties (the Price Determination
Agreement), (iii)were registered under the Securities Act of
1933, as amended, to an automatic shelf registration statement on
Form S-3 filed by CenturyLink and QC with the Securities and
Exchange Commission on March2, 2015, as supplemented by a
prospectus supplement dated April18, 2017 (together, the
Registration Statement), (iv)were issued to an indenture dated as
of October15, 1999 between QC and Bank of New York Trust Company,
National Association (as successor in interest to Bank One Trust
Company, N.A. and J.P. Morgan Trust Company, National
Association), as amended and supplemented through the date
hereof, including by the Seventeenth Supplemental Indenture dated
as of April27, 2017 between QC and U.S. Bank National
Association, as trustee (the Supplemental Indenture), and (v)are
listed for trading on the New York Stock Exchange.
QC intends to use all of the approximately $82 million of
anticipated net proceeds from the sale of the Option Securities,
coupled with a portion of the net proceeds from the sale of the
Initial Securities and available cash or intercompany borrowings,
to redeem a portion of the remaining (following an earlier
partial redemption) $288.5 million aggregate principal amount of
its outstanding 7.50% Notes due 2051, including accrued and
unpaid interest on such redeemed notes, as further described in
the Prior 8-K.
The above descriptions are qualified in their entirety by
reference to the Underwriting Agreement, the Price Determination
Agreement, the Supplemental Indenture, the form of the 6.75%
Notes, and each of the other documents filed as exhibits hereto,
all of which are incorporated by reference into this current
report on Form 8-K and the Registration Statement.
For additional information about the sale of the 6.75% Notes, the
Underwriting Agreement and certain of the documents filed as
exhibits to this current report on Form 8-K, please see the Prior
8-K, which is incorporated by reference into this current report
on Form 8-K.
Forward Looking Statements
This report includes certain forward-looking statements,
estimates and projections that are based on current expectations
only, and are subject to a number of risks, uncertainties and
assumptions, many of which are beyond the control of CenturyLink
and QC. Actual events and
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results may differ materially from those anticipated,
estimated or projected if one or more of these risks or
uncertainties materialize, or if underlying assumptions prove
incorrect. Factors that could affect actual results include but
are not limited to changes in QCs cash requirements or financial
position; unanticipated delays in listing the Option Securities
for trading; unanticipated delays in redeeming our outstanding
debt securities as described above; changes in general market,
economic, tax, regulatory or industry conditions; and other risks
referenced from time to time in CenturyLinks or QCs filings with
the Securities and Exchange Commission. You should be aware that
new factors may emerge from time to time and it is not possible
for CenturyLink or QC to identify all such factors, nor can
CenturyLink or QC predict the impact of each such factor on its
plans, or the extent to which any one or more factors may cause
actual results to differ from those reflected in any of their
forward-looking statements. You are further cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this report. Neither CenturyLink nor
QC undertakes any obligation to publicly update any of its
forward-looking statements for any reason.
Item9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
The exhibits to this current report on Form 8-K are listed in the
Exhibit Index, which appears at the end of this report and is
incorporated by reference herein.
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About CenturyLink, Inc. (NYSE:CTL)
CenturyLink, Inc. is a United States-based integrated communications company, which is engaged in providing a range of communications services to its residential and business customers. The Company operates through two segments: Business, which includes provision of strategic, legacy and data integration products and services to small, medium and enterprise business, wholesale and governmental customers, including other communication providers, and Consumer, which includes provision of strategic and legacy products and services to residential customers. The Business segment includes strategic products and services, such as Ethernet, colocation, hosting and broadband; legacy services, such as local and long-distance voice, and data integration offerings, which include sale of telecommunications equipment located on customers’ premises. The Consumer segment includes strategic products and services, such as broadband and video, and legacy services, such as local and long-distance voice. CenturyLink, Inc. (NYSE:CTL) Recent Trading Information
CenturyLink, Inc. (NYSE:CTL) closed its last trading session down -0.07 at 23.67 with 28,643,399 shares trading hands.