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): March 22, 2012
CenturyLink, Inc.
(Exact name of registrant as specified in its charter)
Louisiana | 1-7784 | 72-0651161 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Qwest Communications International Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-15577 | 84-1339282 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Qwest Corporation
(Exact name of registrant as specified in its charter)
Colorado | 001-03040 | 84-0273800 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 CenturyLink Drive Monroe, Louisiana |
71203 | |||
(Address of principal executive offices of each Registrant) | (Zip Code of each Registrant) |
(318) 388-9000
(Telephone number, including area code, of each Registrant)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On March 22, 2012, CenturyLink, Inc. issued a press release announcing that its wholly-owned subsidiary, Qwest Corporation, agreed to sell $500 million aggregate principal amount of 7.00% Notes due 2052. Qwest Corporation also granted the underwriters an option to acquire up to an additional $25 million aggregate principal amount of these notes to cover over-allotments.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits |
The exhibit to this current report on Form 8-K is listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc., Qwest Communications International Inc. and Qwest Corporation have duly caused this current report to be signed on their behalf by the undersigned officer hereunto duly authorized.
CenturyLink, Inc. | ||
By: | /s/ Stacey W. Goff | |
Stacey W. Goff Executive Vice President, General Counsel and Secretary |
Qwest Communications International Inc. | ||
By: | /s/ Stacey W. Goff | |
Stacey W. Goff Executive Vice President, General Counsel and Assistant Secretary |
Qwest Corporation | ||
By: | /s/ Stacey W. Goff | |
Stacey W. Goff Executive Vice President and General Counsel |
Dated: March 22, 2012
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Exhibit Index
Exhibit No. |
Description | |
99.1 | Press release dated March 22, 2012 announcing pricing of debt offering. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE: | FOR MORE INFORMATION CONTACT: | |
March 22, 2012 | Kristina Waugh 318.340.5627 | |
kristina.r.waugh@centurylink.com |
QWEST CORPORATION PRICES DEBT SECURITIES
MONROE, La. . . . CenturyLink (CenturyLink, Inc., NYSE: CTL) announced today that its wholly-owned subsidiary, Qwest Corporation, agreed to sell $500 million aggregate principal amount of 7.00% Notes due 2052. Qwest also granted the underwriters of this offering an option to acquire up to an additional $25 million principal amount of these notes to cover over-allotments. The closing of this offering is expected to occur on April 2, 2012.
We intend to apply to list the notes on the New York Stock Exchange. If the application is approved, we expect trading in the notes to begin within 30 days after the initial issuance of the notes.
Following completion of the offering, Qwest anticipates using the net proceeds from this offering, together with available cash or additional borrowings available to it under CenturyLinks revolving credit facility, to fund its tender offer announced yesterday to purchase its outstanding notes due 2016 and 2015 for an aggregate purchase price of up to $500 million.
Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC are the joint book-running managers for this debt offering. The notes are being offered pursuant to Qwests existing shelf registration statement, which became automatically effective upon filing with the Securities and Exchange Commission. A prospectus supplement and accompanying prospectus describing the terms of this offering will be filed with the Securities and Exchange Commission. When available, copies of the prospectus supplement and accompanying prospectus for this offering may be obtained from: Citigroup Global Markets Inc. at 877-858-5407, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 800-294-1322, UBS Securities LLC at 877-827-6444 ext. 561-3884 or Wells Fargo Securities, LLC at 800-326-5897. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, and this offering will not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About CenturyLink
CenturyLink is the third largest telecommunications company in the United States. The company provides broadband, voice, wireless and managed services to consumers and businesses across the country. It also offers advanced entertainment services under the CenturyLink Prism TV and DIRECTV brands. In addition, the company provides data, voice and managed services to enterprise, government and wholesale customers in local, national and select international markets through its high-
quality advanced fiber optic network and multiple data centers. CenturyLink is recognized as a leader in the network services market by key technology industry analyst firms, and is a global leader in cloud infrastructure and hosted IT solutions for enterprises through Savvis, a CenturyLink company. CenturyLinks customers range from Fortune 500 companies in some of the countrys largest cities to families living in rural America. Headquartered in Monroe, La., CenturyLink is an S&P 500 company and is included among the Fortune 500 list of Americas largest corporations.
Forward Looking Statements
This press release 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 Qwest. 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 the possibility that Qwests existing noteholders will not be receptive to the pending tender offer on the terms described above or at all; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; changes in the terms or availability of CenturyLinks credit facility; changes in Qwests credit ratings; changes in Qwests cash requirements or financial position; changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of Qwest to consummate the above-described transactions on the terms described above or at all; Qwests continued access to credit markets on favorable terms; and other risks referenced from time to time in CenturyLinks or Qwests filings with the Securities and Exchange Commission. There can be no assurances that the above-described transactions will be consummated on the terms described above or at all. You should be aware that new factors may emerge from time to time and it is not possible for CenturyLink or Qwest to identify all such factors, nor can CenturyLink or Qwest 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 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 press release. Neither CenturyLink nor Qwest undertakes any obligation to update any of its forward-looking statements for any reason.
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