CenturyLink Announces Early Tender Results of Debt Tender Offers
September 28 2009 - 10:40AM
PR Newswire (US)
MONROE, La., Sept 28 /PRNewswire-FirstCall/ -- CenturyLink
(CenturyTel, Inc., NYSE: CTL) and its wholly-owned subsidiary,
Embarq Corporation ("Embarq" and, together with CenturyLink, the
"Companies"), announced today the early tender results of their
previously announced debt tender offers commenced on September 14,
2009 (each, an "Offer" and collectively, the "Offers"). As of 5:00
p.m., New York City time, on Friday, September 25, 2009 (the "Early
Tender Date"), in the related Offer to purchase for cash up to $600
million aggregate principal amount of Embarq's outstanding 6.738%
Notes due June 1, 2013 and CenturyLink's outstanding 5.5% Senior
Notes, Series O, due April 1, 2013, the Companies received valid
tenders from holders of each series of those notes as set forth in
the table below: Principal Amount Tendered as of Principal
Acceptance Early Original CUSIP Title of Amount Priority Tender
Issuer Number Security Outstanding Level Date -------- ------
-------- ----------- ---------- ---------- Embarq 29078EAC9 6.738%
$1,000,000,000 1 $471,364,000 Corporation Notes due June 1, 2013
CenturyTel, 156700AK2 5.5% $250,000,000 2 $74,335,000 Inc. Senior
Notes, Series O, due April 1, 2013 As of 5:00 p.m., New York City
time, on the Early Tender Date, in the related Offer to purchase
for cash up to $200 million aggregate principal amount of
CenturyLink's outstanding 7.875% Senior Notes, Series L, due August
15, 2012 and its outstanding 8.375% Senior Notes, Series H, due
October 15, 2010, CenturyLink received valid tenders from holders
of each series of those notes as set forth in the table below:
Principal Amount Tendered as of Principal Acceptance Early Original
CUSIP Title of Amount Priority Tender Issuer Number Security
Outstanding Level Date -------- ------ -------- -----------
---------- ---------- CenturyTel, 156700AG1 7.875% $500,000,000 1
$182,470,000 Inc. Senior Notes, Series L, due August 15, 2012
CenturyTel, 156700AA4 8.375% $500,000,000 2 $131,310,000 Inc.
Senior Notes, Series H, due October 15, 2010 The aggregate
principal amounts of the 6.738% Notes due 2013, the 5.5% Senior
Notes, Series O, due 2013, the 7.875% Senior Notes, Series L, due
2012 and the 8.375% Senior Notes, Series H, due 2010 validly
tendered and not validly withdrawn in the Offers as of the Early
Tender Date represent approximately 47%, 30%, 36% and 26% of the
respective outstanding principal amount of those notes. The amounts
of each series of Notes that are purchased in an Offer will be
determined in accordance with the priorities applicable to that
Offer identified in the column "Acceptance Priority Level" in the
tables above. The amounts of each series of notes that are
purchased may be prorated as set forth in the Joint Offer to
Purchase dated September 14, 2009 relating to the Offers (the
"Joint Offer to Purchase"). If there are sufficient funds to
purchase only a portion of the notes of a series subject to a
particular Offer, the amount of notes purchased of that series will
be prorated based on the aggregate principal amount of notes of
that series validly tendered and not validly withdrawn in that
Offer. If CenturyLink or Embarq uses the full applicable maximum
aggregate principal amount for an Offer to purchase a series of
notes with a higher acceptance priority level, notes of the other
series with the lower acceptance priority level will not be
accepted for purchase. CenturyLink expects that its 8.375% Senior
Notes, Series H, due 2010 validly tendered and not validly
withdrawn in the related Offer will be prorated as described above
because the combined aggregate principal amount of its 7.875%
Senior Notes, Series L, due 2012 and its 8.375% Senior Notes,
Series H, due 2010 validly tendered and not validly withdrawn as of
the Early Tender Date exceeded the maximum aggregate principal
amount applicable to that Offer. CenturyLink expects to promptly
return to holders tendered 8.375% Senior Notes, Series H, due 2010
that won't be accepted by it due to the proration described in the
prior sentence. Holders of notes that have been validly tendered
and not validly withdrawn on or before the Early Tender Date and
accepted for purchase will receive the Full Tender Offer
Consideration specified in the Joint Offer to Purchase. Holders of
notes that are validly tendered after 5:00 p.m., New York City
time, on the Early Tender Date but before 12:00 midnight, New York
City time, on October 9, 2009 (the "Expiration Date") and accepted
for purchase will receive the Full Tender Offer Consideration minus
an amount in cash equal to $30.00 for each $1,000 principal amount
of notes. Previously tendered notes may no longer be withdrawn
unless required by law. The Offers are scheduled to expire at 12:00
midnight, New York City time, on the Expiration Date, unless
extended or earlier terminated. The Offers are not subject to the
receipt of any minimum amount of notes tendered and CenturyLink and
Embarq may increase or decrease the amount of notes subject to the
Offers. The completion of the Offers is subject to the satisfaction
or waiver of certain conditions set forth in the Joint Offer to
Purchase. BofA Merrill Lynch, Barclays Capital Inc., J.P. Morgan
Securities Inc. and Wells Fargo Securities, LLC are the lead
dealer-managers for the Offers. This press release is neither an
offer to purchase, nor a solicitation of an offer to sell, any
securities. CenturyLink and Embarq are making the Offers only by,
and pursuant to the terms and conditions of, the Joint Offer to
Purchase. The complete terms and conditions of the Offers are set
forth in the Joint Offer to Purchase and related letter of
transmittal that is being furnished to holders of notes. Holders
are urged to read the Joint Offer to Purchase and related tender
offer documents carefully. Copies of these documents may be
obtained from the Information Agent for the Offers, Global
Bondholder Services Corporation, at 866-470-3900 (US toll-free) and
212-430-3774 (collect). About CenturyLink CenturyLink is a leading
provider of high-quality voice, broadband and video services over
its advanced communications networks to consumers and businesses in
33 states. CenturyLink, headquartered in Monroe, La., is an S&P
500 Company and expects to be listed in the Fortune 500 list of
America's largest corporations. For more information on
CenturyLink, visit http://www.centurylink.com/. 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. 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, corporate developments
that could preclude, impair or delay the above-described
transactions due to restrictions under the federal securities laws;
changes in the terms of our credits facilities or ratings; changes
in the CenturyLink's cash requirements or financial position;
changes in general market, economic, tax, regulatory or industry
conditions that impact the ability or willingness of CenturyLink to
consummate the above-described transactions on the terms described
above or at all; the CenturyLink's continued access to credit
markets on favorable terms; and other risks referenced from time to
time in the CenturyLink's 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 to identify all such
factors, nor can CenturyLink 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. CenturyLink undertakes
no obligation to update any of its forward-looking statements for
any reason. DATASOURCE: CenturyLink CONTACT: Tony Davis of
CenturyTel, Inc., +1-318-388-9525, Web Site:
http://www.centurytel.com/
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