MONROE, La., Jan. 17, 2020 /PRNewswire/ -- CenturyLink, Inc.
(NYSE: CTL) (the "Company" or "CenturyLink") announced that it
agreed on Jan. 16, 2020 to sell
$1.25 billion aggregate principal
amount of its newly-issued 4.000% Senior Secured Notes due 2027
(the "2027 Notes") in a private offering that will not be
registered under the Securities Act of 1933 (the "Note
Offering").
The 2027 Notes were priced to investors at par and will mature
on Feb. 15, 2027.
The 2027 Notes will be unconditionally guaranteed by each of
CenturyLink's domestic subsidiaries that guarantees CenturyLink's
2017 senior secured credit facilities, subject to the receipt of
certain regulatory approvals and various exceptions and
limitations. While the 2027 Notes will not be secured by any of the
assets of CenturyLink, the guarantees will be secured by a first
priority security interest in substantially all of the assets of
certain guarantors, which assets also secure obligations under
CenturyLink's 2017 senior secured credit facilities on a pari passu
basis.
CenturyLink plans to use the net proceeds from the offering to
repay a portion of the indebtedness under its existing 2017 senior
secured credit facilities.
The Note Offering is expected to be completed on Jan. 24, 2020, subject to the satisfaction or
waiver of customary closing conditions.
CenturyLink also announced that it had received indications of
interest from lenders to amend and extend its 2017 Revolving Credit
Facility and Term Loan A and A-1 Facilities. CenturyLink further
announced that it had initiated a process through which it plans,
subject to market conditions, to amend, extend and reprice its
existing 2017 Term Loan B facility. CenturyLink currently expects
to effect these changes to its facilities shortly following the
closing of the Note Offering. However, no assurance can be given
that the changes will become effective.
The 2027 Notes will not be registered under the Securities Act
of 1933, as amended (the "Securities Act"), or any state securities
laws in the United States and may
not be offered or sold in the United
States absent registration or an exemption from the
applicable registration requirements. Accordingly, the 2027 Notes
are being offered and sold only to persons reasonably believed to
be qualified institutional buyers in accordance with Rule 144A
promulgated under the Securities Act and to non-U.S. persons
outside the United States in
accordance with Regulation S promulgated under the Securities
Act. The 2027 Notes will not have registration rights. This
announcement will not constitute an offer to sell, or a
solicitation of an offer to buy any securities, nor will there be
any sale of the 2027 Notes, in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About CenturyLink
CenturyLink (NYSE: CTL) is a technology leader delivering hybrid
networking, cloud connectivity, and security solutions to customers
around the world. Through its extensive global fiber network,
CenturyLink provides secure and reliable services to meet the
growing digital demands of businesses and consumers. CenturyLink
strives to be the trusted connection to the networked world and is
focused on delivering technology that enhances the customer
experience.
Forward Looking Statements
Except for historical and factual information, the matters
set forth in this release and other of our oral or written
statements identified by words such as "estimates," "expects,"
"anticipates," "believes," "plans," "intends," and similar
expressions are forward-looking statements. These forward-looking
statements are not guarantees of future results and are based on
current expectations only, are inherently speculative, and are
subject to a number of assumptions, risks and uncertainties, many
of which are beyond our control. Actual events and results
may differ materially from those anticipated, estimated, projected
or implied by us in those statements 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 CenturyLink's failure to satisfy the conditions to
the initial purchasers' obligation to consummate the Note Offering;
the possibility that lenders will not be receptive to completing
the above-described credit facility amendments; corporate
developments that could preclude, impair or delay the
above-described transactions due to restrictions under the federal
securities laws; changes in CenturyLink's credit ratings; changes
in CenturyLink's cash requirements, financial position, financing
plans or investment plans; 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; and other
risks referenced from time to time in CenturyLink's filings with
the Securities and Exchange Commission ("SEC"). For all the reasons
set forth above and in our SEC filings, you are cautioned not to
unduly rely upon our forward-looking statements, which speak only
as of the date made. We undertake no obligation to publicly update
or revise any forward-looking statements for any reason, whether as
a result of new information, future events or developments, changed
circumstances, or otherwise. Furthermore, any information about our
intentions contained in any of our forward-looking statements
reflects our intentions as of the date of such forward-looking
statement, and is based upon, among other things, existing
regulatory, technological, industry, competitive, economic and
market conditions, and our assumptions as of such date. We may
change our intentions, strategies or plans (including our plans
expressed herein) without notice at any time and for any
reason.
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SOURCE CenturyLink, Inc.