CenturyLink and Embarq have offered to purchase for cash up to
Principal Acceptance Full Original CUSIP Title of Amount Priority Tender Offer Issuer Number Security Outstanding Level Consideration -------- ------ -------- ----------- ----- ------------- Embarq 29078EAC9 6.738% Notes $1,000,000,000 1 $1,092.50 Corporation due June 1, 2013 CenturyTel, 156700AK2 5.5% Senior $250,000,000 2 $1,052.50 Inc. Notes, Series O, due April 1, 2013
In addition, CenturyLink has offered to purchase for cash up to
Principal Acceptance Full Original CUSIP Title of Amount Priority Tender Offer Issuer Number Security Outstanding Level Consideration -------- ------ -------- ----------- ----- ------------- CenturyTel, 156700AG1 7.875% Senior $500,000,000 1 $1,117.50 Inc. Notes, Series L, due August 15, 2012 CenturyTel, 156700AA4 8.375% Senior $500,000,000 2 $1,065.00 Inc. Notes, Series H, due October 15, 2010
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 table above. The amounts of each series of notes that are purchased may be prorated as set forth in the Joint Offer to Purchase dated
If the aggregate amount of notes tendered in an Offer exceeds the maximum aggregate principal amount applicable to that Offer, CenturyLink or Embarq will accept for payment only the applicable maximum aggregate principal amount of its respective notes for that Offer, and the notes will be purchased in accordance with their respective acceptance priority levels (in numerical priority order) listed in the table above. In no event will CenturyLink or Embarq be required to purchase notes in an Offer in excess of the maximum aggregate principal amount of notes applicable to that Offer. All notes tendered in an Offer having the "1" acceptance priority level will be accepted for purchase before any tendered notes having the "2" acceptance priority level are accepted for purchase in that Offer.
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 in 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will be prorated based on the aggregate principal amount of notes of that series validly tendered and not validly withdrawn in that Offer.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 use 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.
Holders of notes that are validly tendered and not validly withdrawn on or before
The Offers are scheduled to expire at 12:00 midnight,
CenturyLink expects to record a charge to net income in the fourth quarter of 2009 relating to the premiums that may be paid to tendering holders of notes and estimated costs associated with the Offers, which charge may be material.
BofA Merrill Lynch,
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 tender offer documents carefully when they become available. Copies of these documents may be obtained from the Information Agent for the Offers,
CenturyLink announced today that it expects to sell fixed-rate senior notes in an aggregate principal amount of
BofA Merrill Lynch,
The senior notes are being offered pursuant to CenturyLink's existing shelf registration statement, which became automatically effective upon filing with the
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
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 the possibility that CenturyLink's existing or potential noteholders will not be receptive to the Offers or the Debt Offering 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 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