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CenturyLink Commences Debt Tender Offer And Concurrent Debt Offering

Stocks in this article: CTL

MONROE, La., Nov. 14, 2013 /PRNewswire/ --  CenturyLink, Inc. (NYSE:  CTL) and its wholly-owned subsidiary Qwest Communications International Inc. ("Qwest Communications") announced today the commencement of a debt tender offer by Qwest Communications and a concurrent public offering of CenturyLink's senior debt securities.  These transactions, when coupled with the proposed redemption transaction discussed below, are intended to enable CenturyLink to:

  • extend the average maturity and reduce the weighted average coupon interest rate of its outstanding consolidated indebtedness; and
  • retire Qwest Communications' outstanding debt securities (excluding indebtedness that will continue to be owed by Qwest Communications' subsidiaries).


Qwest Communications Tender Offer

Qwest Communications has commenced a debt tender offer (the "Offer") to purchase for cash any and all of its $800 million aggregate principal amount of 7.125% Notes due 2018 (the "Notes").  The Offer is being made pursuant to an offer to purchase dated November 14, 2013 (the "Offer to Purchase") and related letter of transmittal.  The Offer will expire at 12:00 midnight, New York City time, on December 12, 2013 (such date and time, as may be extended or earlier terminated, the "Expiration Time").

Holders of Notes that are validly tendered prior to the early tender time of 5:00 p.m., New York City time, on November 26, 2013 (such date and time, as may be extended, the "Early Tender Time") will be entitled to receive total consideration of $1,040 per $1,000 principal amount of Notes validly tendered and accepted for purchase, which includes an early tender premium of $30 per $1,000 principal amount of Notes, plus any accrued and unpaid interest relating to such purchased Notes up to, but not including, the initial settlement date, which is expected to be November 27, 2013. 

Holders of Notes that are validly tendered after the Early Tender Time, but prior to the Expiration Time, and accepted for purchase will be entitled to receive the tender offer consideration of $1,010 per $1,000 principal amount of Notes validly tendered and accepted for payment, plus any accrued and unpaid interest relating to such purchased Notes up to, but not including, the final settlement date, which is expected to be December 13, 2013.  Holders of Notes validly tendered after the Early Tender Time and accepted for purchase will not receive an early tender premium. 

Subject to certain limited exceptions, Notes tendered may only be withdrawn prior to 5:00 p.m., New York City time, on November 26, 2013, unless extended.

Qwest Communications will not be obligated to accept for purchase any Notes pursuant to the Offer unless certain conditions are satisfied, including CenturyLink's sale of at least $500 million principal amount of either the debt securities described below or other similar debt securities.  The Offer is not contingent upon the tender of any minimum principal amount of Notes.  Subject to applicable law, Qwest Communications may amend, extend or terminate the Offer in its sole discretion.

Assuming the debt offering described below is consummated, Qwest Communications presently intends to redeem any Notes not purchased pursuant to the Offer in accordance with the indenture governing the Notes, which currently provides for a redemption price of $1,035.63 per $1,000 principal amount of Notes redeemed, plus any accrued and unpaid interest payable thereon up to, but not including, the redemption date.  This press release shall not constitute, or be deemed to constitute, a notice of redemption of the Notes under the indenture governing the Notes. 

Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC are the dealer managers for the Offer. 

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