DENVER, Feb. 24, 2010Qwest Communications International Inc. (NYSE:Q) and its Qwest Capital Funding (QCF) subsidiary announced today an offer by QCF to purchase for cash any and all of two series of outstanding QCF debt securities with an aggregate principal amount of approximately $1.2 billion. Qwest Communications International Inc. (QCII) has unconditionally guaranteed the obligations of QCF under the notes. 

The table below shows each series of notes included in the offer and the consideration offered therefor:

 

Notes

Outstanding Principal ($M)

Tender Offer Consideration*

Early Participation Payment*

Total Consideration*

QCF 7.90% Notes due 2010

$402,923,000.00

$996.25

$30.00

$1,026.25

QCF 7.25% Notes due 2011

$800,980,000.00

$1,016.25

$30.00

$1,046.25

* Per $1,000 principal amount of notes accepted for purchase.

 

The consideration for each $1,000.00 principal amount of notes validly tendered (and not validly withdrawn) and accepted for payment pursuant to the offer is equal to the purchase price set forth in the column entitled “Tender Offer Consideration” in the table above, plus an early participation payment of $30.00 per $1,000.00 principal amount of Notes (the “Early Participation Payment”) for those holders who validly tender (and do not validly withdraw) their notes prior to 5:00 p.m. EST, on Tuesday, March 9, 2010 (the “Early Participation Payment Deadline”).  Accrued interest to, but not including, the applicable payment date will also be paid in cash on all validly tendered and accepted notes.  Holders who validly tender their notes after the Early Participation Payment Deadline will not receive the Early Participation Payment.

The offer is scheduled to expire at 5:00 p.m. EDT on Wednesday, March 24, 2010, unless extended or earlier terminated.  The offer is subject to the satisfaction or waiver of certain conditions.  The offer is not subject to the receipt of any minimum amount of tenders. 

 

style="margin: 0in 0in 0pt; line-height: normal">Holders who validly tender (and do not validly withdraw) their notes at or prior to the Early Participation Payment Deadline and whose notes are accepted for purchase will receive payment on the initial payment date, which is expected to be March 10, 2010.  Holders who validly tender (and do not validly withdraw) their notes after the Early Participation Payment Deadline and whose notes are accepted for purchase will receive payment on the final payment date, which is expected to be March 25, 2010.

 

The complete terms and conditions of the offer are set forth in an Offer to Purchase and related Letter of Transmittal that are being sent to holders of notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the Offer, D.F. King & Co., Inc., at (800) 829-6551 (US toll-free) or qwest@dfking.com (email).

 

BofA Merrill Lynch and Morgan Stanley are the Dealer Managers for the tender offer. Questions regarding the offer may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) and (646) 855-3401 (collect) or Morgan Stanley at (800) 624-1808 (US toll-free) and (212) 761-5384 (collect).

 

This press release does not constitute an offer to sell, or the solicitation of an offer to purchase, securities. The tender offer will be made solely by the Offer to Purchase dated Feb. 24, 2010 and the related Letter of Transmittal.

 

About Qwest

Customers coast-to-coast turn to Qwest's industry-leading national fiber-optic network and world-class customer service to meet their communications and entertainment needs. For residential customers, Qwest offers a new generation of fiber-optic-fast Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV services.  Qwest is also the choice of 95 percent of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by leading technology industry analyst firms.

 

 

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Forward-Looking Statement Note

 

This release may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives, among others; our substantial indebtedness, and our inability to complete any efforts to further de-lever our balance sheet; adverse results of increased review and scrutiny by media and others (including any internal analyses) of financial reporting issues and practices or otherwise; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the effects of consolidation in our industry; changes in demand for our products and services; acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; changes in the outcome of future events from the assumed outcome included in our significant accounting policies; our ability to utilize net operating losses in projected amounts; and continued unfavorable general economic conditions. 

 

The information contained in this release is a statement of Qwest’s present intention, belief or expectation and is based upon, among other things, the existiconditions, market conditions and prices, the economy in general and Qwest’s assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest’s assumptions or otherwise. The cautionary statements contained or referred to in this release should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This release may include analysts’ estimates and other information prepared by third parties for which Qwest assumes no responsibility.

 

Qwest undertakes no obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements and other statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

By including any information in this release, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

 

The marks that comprise the Qwest logo are registered trademarks of Qwest Communications International Inc. in the U.S. and certain other countries.


Contact Information:

 

Media Contact
Stephanie Walkenshaw      

303-992-2352

stephanie.walkenshaw@qwest.com

Investor Contact
Rahn Porter
303-896-0263
rahn.porter@qwest.com