CenturyLink, Inc. (NYSE:CTL) Files An 8-K Other Events
Item8.01
| Other Events. |
Sale of Debt Securities. On April27,
2017, Qwest Corporation (QC), an indirect wholly-owned subsidiary
of CenturyLink, Inc. (CenturyLink), completed its
previously-announced public sale of $575million aggregate
principal amount of its unsecured 6.75% Notes due 2057 (the
Notes).
The public offering price of the Notes was 50% of the principal
amount. After deducting underwriting discounts and QCs estimated
expenses, QC expects to receive net proceeds from the sale of the
Notes of approximately $555million. QC intends to use these net
proceeds, together with available cash or intercompany
borrowings, to redeem (i)as of May4, 2017, all $500million
aggregate principal amount of its 6.5% Notes due 2017 and (ii)as
of May9, 2017, a portion of the remaining (following an earlier
partial redemption) $288.5million aggregate principal amount of
its outstanding 7.50% Notes due 2051, including in each case
accrued and unpaid interest on all such redeemed notes.
The Notes were sold to an underwriting agreement, dated April18,
2017 (the Underwriting Agreement), among QC and the underwriters
named therein (the Underwriters) and a related price
determination agreement, dated April18, 2017, among the same
parties (the Price Determination Agreement). to the Underwriting
Agreement, QC agreed to sell the Notes to the Underwriters, and
the Underwriters agreed to purchase the Notes for resale to the
public. The Underwriting Agreement grants the Underwriters an
option exercisable through May18, 2017 to purchase up to an
additional $86.25million aggregate principal amount of Notes
solely to cover any over-allotments. The Underwriting Agreement
includes customary representations, warranties and covenants by
QC. It also provides for customary indemnification by each of QC
and the Underwriters against certain liabilities and customary
contribution provisions in respect of those liabilities.
The Notes have been registered under the Securities Act of 1933,
as amended, to an automatic shelf registration statement on Form
S-3 (Registration
No.333-202411-01), filed by CenturyLink and QC with the
Securities and Exchange Commission (the SEC) on March2, 2015, as
supplemented by a prospectus supplement dated April18, 2017
(together, the Registration Statement).
The Notes 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 between QC and U.S. Bank
National Association, as trustee, dated as of April27, 2017 (the
Supplemental Indenture). The specific terms of the Notes,
including QCs right to redeem the Notes under certain
circumstances, are set forth in the Supplemental
Indenture.
The Notes are
expected to be listed for trading on the New York Stock Exchange
on or about April28, 2017.
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The above
descriptions are qualified in their entirety by reference to the
Underwriting Agreement, the Price Determination Agreement, the
form of Supplemental Indenture, the form of the 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.
Other
Information. In reviewing the agreements included as
exhibits to this report, please note that they are included to
provide you with information regarding their terms and are not
intended to provide any other factual or disclosure information
about QC or the other parties to the agreements. Certain of the
agreements contain representations and warranties by one or more
of the parties to the applicable agreement. These representations
and warranties have been made solely for the benefit of the other
parties to the applicable agreement and:
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should not in any instance be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
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may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
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may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
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were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these
representations and warranties may not describe the actual state
of affairs as of the date they were made or at any other time.
Additional information about QC may be found elsewhere in the
Registration Statement and QCs other public filings, which are
available without charge through the SECs website at
http://www.sec.gov.
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
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 Notes for trading;
unanticipated delays in redeeming our outstanding debt securities
on the dates 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.
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| 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 up +0.03 at 25.90 with 8,972,261 shares trading hands.