OVERLAND PARK, Kan., July 25 /PRNewswire-FirstCall/ -- Embarq Corporation (NYSE: EQ) announced that two of its employee benefit plans intend to sell, in the aggregate, approximately 3.5 million shares of common stock of Sprint Nextel Corporation (valued at approximately $68 million, based upon the closing price of Sprint Nextel common stock on the New York Stock Exchange of $19.55 per share on July 25, 2006) allocated to the accounts of participants in the plans. The employee benefit plans will use the proceeds from the sales to purchase approximately 1.63 million shares of common stock of EMBARQ (based upon the closing price of EMBARQ common stock on the NYSE of $41.92 per share on July 25, 2006), or approximately 1.1% of outstanding shares based upon the number of shares outstanding as of July 25, 2006. The transactions are required under applicable federal tax regulations and the terms of the benefit plans as a result of the spin-off of EMBARQ by Sprint Nextel.
EMBARQ expects that the sales of Sprint Nextel common stock and purchase of EMBARQ common stock by the two plans will commence on or about July 28, 2006, and be completed no later than August 15, 2006. To effectuate the transactions, the two plans intend to enter into an agreement with Fidelity Management Trust Company, the trustee of the plans. The agreement is intended to qualify as a trading plan under Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended, and to comply with the safe harbor under Rule 10b-18 of the Act. The sales of Sprint Nextel common stock and purchases of EMBARQ common stock will be effected from time to time during the transaction period on the open market and/or in privately negotiated transactions, as determined by Fidelity.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This news release contains "forward-looking statements" within the meaning of the securities laws, including statements relating to EMBARQ's outlook or expectations for future financial or business performance, strategies or expectations. The words "estimate," "plan," "project," "forecast," "intend," "anticipate," "believe," "seek," "target" and similar expressions are intended to identify forward-looking statements. These statements reflect management's judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. With respect to these forward- looking statements, management has made assumptions regarding, among other things, customer and network usage, customer growth and retention, pricing, operating costs, technology and the economic and regulatory environment. Future performance cannot be ensured. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include: economic, competitive, regulatory, technological, capital market and other factors, and the risks that are described in the sections entitled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" contained in EMBARQ's Registration Statement on Form 10, as amended, as filed with the Securities and Exchange Commission (SEC) and in EMBARQ's other filings with the SEC.
Forward-looking statements speak only as of the date they were made, and EMBARQ undertakes no obligation to update or revise any forward-looking statements in light of new information or future events. You should not place undue reliance on any forward-looking statements, which speak only as of the date of this press release. EMBARQ is not obligated to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this news release.
EMBARQ (NYSE: EQ) provides a complete suite of communications services to customers in its local service territories. EMBARQ, which is expected to rank among the Fortune 500, brings common-sense ideas, reliable service and a renewed commitment to the communities it serves. EMBARQ focuses on offering its customers practical, innovative products and competitive pricing. The company has approximately 20,000 employees and operates in 18 states offering local and long distance voice, data, high-speed Internet, wireless, and entertainment services. For more information, visit http://www.embarq.com .
SOURCE Embarq Corporation