- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
September 28 2011 - 5:01AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration no. 333-156101-03
Qwest Corporation
$950,000,000 6.75% Notes due 2021
Pricing Term Sheet
Date: September 27, 2011
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Issuer:
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Qwest Corporation
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Principal Amount:
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$950,000,000
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Security:
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$950,000,000 6.75% Notes due 2021
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Maturity:
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December 1, 2021
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Coupon:
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6.75%
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Issue Price:
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98.181%
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Yield to Maturity:
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7.00%
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Spread to Benchmark Treasury:
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4.996%
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Benchmark Treasury:
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2.125% due August 15, 2021
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Benchmark Treasury Yield:
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2.004%
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Interest Payment Dates:
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June 1 and December 1, commencing June
1, 2012
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Interest Calculation Convention:
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30/360
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Denominations:
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$2,000 minimum x $1,000
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Optional Redemption:
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At any time by the Issuer at greater of Par
or Make-Whole at discount rate of
Treasury plus 50 basis points.
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Settlement Date:
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T+5; October 4, 2011
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CUSIP Number:
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74913GAX3
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ISIN/Common Code:
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US74913GAX34
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Anticipated Ratings*:
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BBB- by Standard & Poors Ratings
Services (Stable outlook); Baa3 by
Moodys Investors Service, Inc. (Negative
outlook); BBB- by Fitch Ratings Ltd.
(Stable outlook)
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Joint Book-Running Managers:
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Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
Mitsubishi UFJ Securities (USA), Inc.
SunTrust Robinson Humphrey, Inc.
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Co-Managers:
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BNY Mellon Capital Markets, LLC
Fifth Third Securities, Inc.
Mizuho Securities USA Inc.
U.S. Bancorp Investments, Inc.
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
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The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Citigroup Global Markets Inc. at 1-877-858-5407 or J.P. Morgan Securities LLC collect at
212-834-4533.
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