UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 16, 2011
CenturyLink, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Louisiana
|
|
1-7784
|
|
72-0651161 |
| (State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| of incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
|
| 100 CenturyLink Drive |
|
|
| Monroe, Louisiana
|
|
71203 |
| (Address of principal executive offices)
|
|
(Zip Code) |
(318) 388-9000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
On June 16, 2011, CenturyLink, Inc. (“CenturyLink”) completed its previously-announced public
sale of $2.0 billion aggregate principal amount of its unsecured senior notes, consisting of (i)
$400,000,000 aggregate principal amount of 7.60% Senior Notes, Series P, due 2039 (the “Series P
Notes”), (ii) $350,000,000 aggregate principal amount of 5.15% Senior Notes, Series R, due 2017
(the “Series R Notes”), and (iii) $1,250,000,000 aggregate principal amount of 6.45% Senior Notes,
Series S, due 2021 (the “Series S Notes” and, together with the Series P Notes and the Series R
Notes, the “Senior Notes”). The Series P Notes constitute a further issuance of, and form a single
fungible series with, the 7.60% Senior Notes, Series P, due 2039 that CenturyLink issued on
September 21, 2009 in the aggregate principal amount of $400,000,000. The Series P Notes sold on
June 16, 2011 have the same CUSIP number and will trade interchangeably with the previously issued
7.60% Senior Notes, Series P, due 2039. The Series R Notes and the Series S Notes are newly issued
debt securities of CenturyLink.
The public offering prices of the Series P Notes, Series R Notes and Series S Notes were
95.377% (plus accrued interest from and including March 15, 2011 to and excluding June 16, 2011),
99.750% and 99.659% of their respective principal amounts. After deducting underwriting discounts
and CenturyLink’s estimated expenses, CenturyLink expects to receive net proceeds from the sale of
the Senior Notes of approximately $1.959 billion. CenturyLink intends to use these net proceeds,
together with cash on hand and any necessary borrowings under its credit facility, to (i) fund the
payment of the cash portion of the merger consideration payable in connection with CenturyLink’s
pending acquisition of SAVVIS, Inc. (“Savvis”), (ii) refinance the credit facility debt of Savvis
and (iii) pay fees and expenses to be incurred by it in connection with the merger. Subject to the
satisfaction of closing conditions, CenturyLink anticipates closing the acquisition of Savvis in
the second half of 2011.
The Senior Notes were sold pursuant to an underwriting agreement dated June 9, 2011 among
CenturyLink and the underwriters named therein (the “Underwriting Agreement”), and a related price
determination agreement dated June 9, 2011 among the same parties (the “Price Determination
Agreement”). The Senior Notes have been registered under the Securities Act of 1933, as amended,
pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-157188),
filed by CenturyLink with the Securities and Exchange Commission on February 9, 2009, as
supplemented by a prospectus supplement dated June 9, 2011 (together, the “Registration
Statement”).
The Senior Notes were issued pursuant to an indenture dated as of March 31, 1994 between
CenturyLink and Regions Bank (successor to Regions Bank of Louisiana and First American Bank &
Trust of Louisiana), as trustee (the “Trustee”), as heretofore amended by and supplemented through
the Fifth Supplemental Indenture dated as of September 21, 2009 between CenturyLink and the Trustee
(the “Fifth Supplemental Indenture”), in the case of the Series P Notes, and the Sixth Supplemental
Indenture dated as of June 16, 2011 between CenturyLink and the Trustee, in the case of the Series
R Notes and Series S Notes (the “Sixth Supplemental Indenture” and, together with the Fifth
Supplemental Indenture, the “Supplemental Indentures”). CenturyLink will pay interest on the
Series P Notes semi-annually in arrears on March 15 and September 15 of each year, beginning
September 15, 2011. CenturyLink will pay interest on the Series R Notes and Series S Notes
semi-annually in arrears on June 15 and December 15 of each
2
year, beginning December 15, 2011. CenturyLink may redeem each series of the Senior Notes, in
whole or in part, at any time, at its option, at a redemption price equal to 100% of the principal
amount of the Senior Notes to be redeemed plus the sum of the present values of the remaining
scheduled payments of principal and interest on the Senior Notes to be redeemed (exclusive of
interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual
basis at the then current Treasury Rate (as defined in the Supplemental Indentures) applicable to
each series of Senior Notes plus 50 basis points. The Senior Notes are CenturyLink’s senior
unsecured obligations and will rank senior to any of its future subordinated debt and rank equally
in right of payment with all of its existing and future unsecured and unsubordinated debt.
The above descriptions are qualified in their entirety by reference to the Underwriting
Agreement, the Price Determination Agreement, the Supplemental Indentures and forms of the Senior
Notes, copies of which are filed as exhibits hereto and incorporated herein by reference. Each of
these exhibits (as well as the opinion of counsel also filed as an exhibit hereto), is incorporated
by reference into the Registration Statement.
Forward-Looking Statements
This report includes certain forward-looking statements that are based on current expectations
only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond
our control. Actual events and results may differ materially from those anticipated 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 our ability to successfully
complete our pending acquisition of Savvis, including receiving all required regulatory and
stockholder approvals; changes in our financial position or cash requirements; our continued access
to credit markets or borrowings under our credit facility on favorable terms; and other risks
referenced from time to time in our filings with the Securities and Exchange Commission. You are
cautioned not to place undue reliance on our forward-looking statements, which speak only as of the
date of this report. We undertake no obligation to update any of our forward-looking statements for
any reason.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The exhibits to this current report on Form 8-K are listed in the Exhibit Index, which appears at
the end of this report and is incorporated by reference herein.
3