Current Report Filing (8-k)
20 April 2017 - 4:43AM
Edgar (US Regulatory)
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):
April 19, 2017
CenturyLink,
Inc.
(Exact name of registrant as specified in its charter)
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Louisiana
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001-7784
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72-0651161
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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Qwest Corporation
(Exact name of registrant as specified in its charter)
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Colorado
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001-03040
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84-0273800
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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100 CenturyLink Drive
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Monroe, Louisiana
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71203
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(Address of principal executive offices of each Registrant)
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(Zip Code of each Registrant)
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(318) 388-9000
(Telephone number, including area code, of each Registrant)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On April 18, 2017, CenturyLink, Inc. (CenturyLink) issued a press release announcing that its wholly-owned subsidiary, Qwest
Corporation (Qwest), agreed to sell $575,000,000 aggregate principal amount of its 6.75% unsecured senior notes due 2057. Qwest also granted the underwriters of this offering an option to acquire up to an additional $86,250,000 principal
amount of these notes to cover any over-allotments. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward Looking Statements
This report 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 and Qwest. 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 Qwests failure to satisfy the conditions to the underwriters obligation to consummate the
offering; the possibility that corporate developments could preclude, impair or delay the above-described offering due to restrictions under the federal securities laws; changes in Qwests credit ratings; changes in Qwests cash
requirements or financial position; changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of Qwest to consummate the above-described offering or listing on the terms described herein or at
all; Qwests continued access to credit markets on favorable terms; and other risks referenced from time to time in CenturyLinks or Qwests filings with the Securities and Exchange Commission. There can be no assurances that the
above-described offering will be consummated or the notes will be listed on the terms described herein or at all. You should be aware that new factors may emerge from time to time and it is not possible for CenturyLink or Qwest to identify all such
factors, nor can CenturyLink or Qwest 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 of their 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 report. Neither CenturyLink nor Qwest undertakes any obligation to publicly update any of its forward-looking statements for
any reason.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The exhibit to
this current report on Form 8-K is listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc. and Qwest Corporation have duly caused this current
report to be signed on their behalf by the undersigned officer hereunto duly authorized.
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CenturyLink, Inc.
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By:
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/s/ Stacey W. Goff
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Stacey W. Goff
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Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary
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Qwest Corporation
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By:
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/s/ Stacey W. Goff
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Stacey W. Goff
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Executive Vice President,
General Counsel and Secretary
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Dated: April 18, 2017
Exhibit Index
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Exhibit No.
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Description
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99.1
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Press release dated April 18, 2017 announcing the pricing of Qwest Corporations debt offering.
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