MONROE, La., Oct. 30, 2017 /PRNewswire/ -- The Federal
Communications Commission (FCC) has approved CenturyLink, Inc.'s
(NYSE: CTL) pending acquisition of Level 3 Communications, Inc.
(NYSE: LVLT). The FCC's approval follows prior approvals from the
U.S. Department of Justice and the California Public Utilities
Commission. With this final approval, CenturyLink has obtained the
last regulatory clearance required to close the acquisition,
pending other customary closing conditions.
"The FCC's approval of CenturyLink's acquisition of Level 3 is
great news and means we now have all the regulatory approvals we
need to close the transaction," said CenturyLink Senior Vice
President for Public Policy and Government Relations John F.
Jones. "We anticipate closing the
transaction effective November 1,
2017."
On Oct. 4, 2017, the U.S. District
Court for the District of Columbia
adopted an asset preservation stipulation and order among the
parties as part of the consent decree with the U.S. Department of
Justice.
The California Public Utilities Commission (CPUC) approved the
acquisition at a meeting on Oct. 12,
2017. California was the
final state regulatory approval required.
In addition to California, the
states of Alaska, Colorado, Delaware, Georgia, Hawaii, Maryland, Minnesota, Mississippi, New
Jersey, New York,
Ohio, Pennsylvania, Utah, Virginia, Washington and West
Virginia, and the District of
Columbia approved the acquisition. The transaction has also
received regulatory clearance from Connecticut, Indiana, Louisiana, Montana, Nevada, Texas
and Puerto Rico.
The combined company will offer customers a broader and more
complementary range of services and solutions and enable the
advanced technology and growing bandwidth needs of its business,
government and consumer customers.
About CenturyLink
CenturyLink (NYSE: CTL) is a global communications and IT
services company focused on connecting its customers to the power
of the digital world. CenturyLink offers network and data systems
management, big data analytics, managed security services, hosting,
cloud, and IT consulting services. The company provides broadband,
voice, video, advanced data and managed network services over a
robust 265,000-route-mile U.S. fiber network and a
360,000-route-mile international transport network. Visit
CenturyLink for more information.
Forward Looking Statements
Except for the historical and factual information contained herein,
the matters set forth in this communication, including statements
regarding the expected timing and benefits of the proposed
transaction, such as efficiencies, cost savings, enhanced revenues,
growth potential, market profile and financial strength, and the
competitive ability and position of the combined company, and other
statements identified by words such as "will," "estimates,"
"anticipates," "believes," "expects," "projects," "plans,"
"intends," "may," "should," "could," "seeks" and similar
expressions, are forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are
subject to a number of risks, uncertainties and assumptions, many
of which are beyond our control. These forward-looking
statements, and the assumptions upon which they are based, (i) are
not guarantees of future results, (ii) are inherently speculative
and (iii) are subject to a number of risks and uncertainties.
Actual events and results may differ materially from those
anticipated, estimated, projected or implied in those statements 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 the anticipated benefits from the proposed transaction cannot
be fully realized or may take longer to realize than expected; the
possibility that costs, difficulties or disruptions related to the
integration of Level 3's operations with those of CenturyLink
will be greater than expected; the ability of the combined company
to retain and hire key personnel; the effects of competition from a
wide variety of competitive providers, including lower demand for
CenturyLink's legacy offerings; the effects of new, emerging or
competing technologies, including those that could make the
combined company's products less desirable or obsolete; the effects
of ongoing changes in the regulation of the communications
industry, including the outcome of regulatory or judicial
proceedings relating to intercarrier compensation, interconnection
obligations, access charges, universal service, broadband
deployment, data protection and net neutrality; adverse changes in
CenturyLink's or the combined company's access to credit markets on
favorable terms, whether caused by changes in its financial
position, lower debt credit ratings, unstable markets or otherwise;
the combined company's ability to effectively adjust to changes in
the communications industry, and changes in the composition of its
markets and product mix; possible changes in the demand for, or
pricing of, the combined company's products and services, including
the combined company's ability to retain customers and effectively
respond to increased demand for high-speed broadband service;
changes in the operating plans, capital allocation plans or
corporate strategies of the combined company, whether based on
changes in market conditions, changes in the cash flows or
financial position of the combined company, or otherwise; the
combined company's ability to successfully maintain the quality and
profitability of its existing product and service offerings and to
introduce new offerings on a timely and cost-effective basis; the
adverse impact on the combined company's business and network from
possible equipment failures, service outages, security breaches or
similar events impacting its network; the combined company's
ability to maintain favorable relations with key business partners,
customers, suppliers, vendors, landlords and financial
institutions; the ability of the combined company to utilize net
operating losses in amounts projected; changes in the future cash
requirements of the combined company; and other risk factors and
cautionary statements as detailed from time to time in each of
CenturyLink's and Level 3's reports filed with the U.S. Securities
and Exchange Commission (the "SEC"). Due to these risks and
uncertainties, there can be no assurance that the proposed
combination or any other transaction described above will in fact
be completed in the manner described or at all. You should be
aware that new factors may emerge from time to time and it is not
possible for us to identify all such factors nor can we predict the
impact of each such factor on the proposed combination or the
combined company. You should not place undue reliance on these
forward‑looking statements, which speak only as of the date of this
communication. Unless legally required, CenturyLink and
Level 3 undertake no obligation and each expressly disclaim
any such obligation, to update publicly any forward-looking
statements, whether as a result of new information, future events,
changed events or otherwise.
Additional Information
In connection with the proposed combination, CenturyLink filed a
registration statement on Form S-4 with the SEC (Registration
Statement No. 333-215121) which was declared effective by the SEC
on February 13, 2017.
CenturyLink and Level 3 have filed a joint proxy
statement/prospectus and will file other relevant documents
concerning the proposed transaction with the SEC. CenturyLink and
Level 3 began mailing the definitive joint proxy
statement/prospectus to their respective security holders on or
about February 13, 2017. The
definitive joint proxy statement/prospectus, dated as of
February 13, 2017, contains important
information about CenturyLink, Level 3, the proposed combination
and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED COMBINATION OR INCORPORATED BY REFERENCE IN THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain
the definitive joint proxy statement/prospectus and the filings
that are incorporated by reference in the definitive joint proxy
statement/prospectus, as well as other filings containing
information about CenturyLink and Level 3, free of charge, at the
website maintained by the SEC at www.sec.gov. Investors and
security holders may also obtain these documents free of charge by
directing a request to CenturyLink, 100 CenturyLink Drive,
Monroe, Louisiana 71203,
Attention: Corporate Secretary, or to Level 3, 1025 Eldorado
Boulevard, Broomfield, Colorado
80021, Attention: Investor Relations.
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SOURCE CenturyLink, Inc.
