MONROE, La., Oct. 2, 2017 /PRNewswire/ -- The U.S.
Department of Justice has agreed to clear CenturyLink, Inc.'s
(NYSE: CTL) pending acquisition of Level 3 Communications, Inc.
(NYSE: LVLT) subject to conditions outlined in a consent decree,
including court approval of certain provisions. The acquisition
remains subject to regulatory approval from the Federal
Communications Commission and the California Public Utilities
Commission, along with other customary closing conditions.
The consent decree requires the combined company to divest
certain Level 3 metro network assets and certain dark fiber assets.
These divestitures are not expected to have a material impact on
the pro-forma operating revenue and operating cash flows of the
combined company.
Metro Network Asset Divestiture
Under the consent decree, the combined company is required to
divest Level 3 metro network assets in three metro areas:
Albuquerque, N.M.; Boise, Idaho; and Tucson, Ariz. The combined company will
continue to serve all current Level 3 customers unless they choose
to be served by the buyer of divested assets in each metro area.
Where needed to provide uninterrupted service to customers,
CenturyLink may purchase some network services from the buyer of
divested assets in each metro area. CenturyLink retains all of its
existing networks and business operations in these three metro
areas and will continue to provide a full suite of
telecommunications and data services to residential and business
customers.
Dark Fiber Asset Divestiture
The consent decree also provides that the combined company will
divest 24 strands of dark fiber connecting 30 specified city-pairs
across the country in the form of an Indefeasible Right of Use, a
customary structure for such transactions. Because the fibers are
not currently in commercial use, this divestiture will not affect
any current customers or services.
"We are pleased that the Department of Justice has conditionally
cleared CenturyLink's acquisition of Level 3. It is an important
milestone in our overall approval process," said CenturyLink Senior
Vice President for Public Policy and Government Relations John F.
Jones. "We anticipate court
approval of our agreed resolution with the Department of Justice as
early as this week. We are focused on meeting our targeted
transaction closing timeframe of mid-to-late October."
The states of Alaska,
Colorado, Delaware, Georgia, Hawaii, Maryland, Minnesota, Mississippi, New
Jersey, New York,
Ohio, Pennsylvania, Utah, Virginia, Washington, West
Virginia and the District of
Columbia have already approved the acquisition. The
transaction has also received regulatory clearance from
Connecticut, Indiana, Louisiana, Montana, Nevada, Texas
and Puerto Rico.
The combined company will offer customers a broader and more
complementary range of services and solutions, and enable the
advanced technology and growing bandwidth needs of its business,
government and consumer customers.
Persons interested in acquiring the assets to be divested can
direct expressions of interest to divestiture@centurylink.com or
318-582-3088.
About CenturyLink
CenturyLink (NYSE: CTL) is a global
communications and IT services company focused on connecting its
customers to the power of the digital world. CenturyLink offers
network and data systems management, big data analytics, managed
security services, hosting, cloud, and IT consulting services. The
company provides broadband, voice, video, advanced data and managed
network services over a robust 265,000-route-mile U.S. fiber
network and a 360,000-route-mile international transport network.
Visit CenturyLink for more information.
Forward Looking Statements
Except for the historical
and factual information contained herein, the matters set forth in
this communication, including statements regarding the expected
timing and benefits of the proposed transaction, such as
efficiencies, cost savings, enhanced revenues, growth potential,
market profile and financial strength, and the competitive ability
and position of the combined company, and other statements
identified by words such as "will," "estimates," "anticipates,"
"believes," "expects," "projects," "plans," "intends," "may,"
"should," "could," "seeks" and similar expressions, are
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to a
number of risks, uncertainties and assumptions, many of which are
beyond our control. These forward-looking statements, and the
assumptions upon which they are based, (i) are not guarantees of
future results, (ii) are inherently speculative and (iii) are
subject to a number of risks and uncertainties. Actual events and
results may differ materially from those anticipated, estimated,
projected or implied 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: the ability of the parties to timely
and successfully receive the required approvals for the combination
from regulatory agencies free of conditions materially adverse to
the parties; the possibility that the anticipated benefits from the
proposed transaction cannot be fully realized or may take longer to
realize than expected; the possibility that costs, difficulties or
disruptions related to the integration of Level 3's operations
with those of CenturyLink will be greater than expected; the
ability of the combined company to retain and hire key personnel;
the effects of competition from a wide variety of competitive
providers, including lower demand for CenturyLink's legacy
offerings; the effects of new, emerging or competing technologies,
including those that could make the combined company's products
less desirable or obsolete; the effects of ongoing changes in the
regulation of the communications industry, including the outcome of
regulatory or judicial proceedings relating to intercarrier
compensation, interconnection obligations, access charges,
universal service, broadband deployment, data protection and net
neutrality; adverse changes in CenturyLink's or the combined
company's access to credit markets on favorable terms, whether
caused by changes in its financial position, lower debt credit
ratings, unstable markets or otherwise; the combined company's
ability to effectively adjust to changes in the communications
industry, and changes in the composition of its markets and product
mix; possible changes in the demand for, or pricing of, the
combined company's products and services, including the combined
company's ability to retain customers and effectively respond to
increased demand for high-speed broadband service; changes in the
operating plans, capital allocation plans or corporate strategies
of the combined company, whether based on changes in market
conditions, changes in the cash flows or financial position of the
combined company, or otherwise; the combined company's ability to
successfully maintain the quality and profitability of its existing
product and service offerings and to introduce new offerings on a
timely and cost-effective basis; the adverse impact on the combined
company's business and network from possible equipment failures,
service outages, security breaches or similar events impacting its
network; the combined company's ability to maintain favorable
relations with key business partners, customers, suppliers,
vendors, landlords and financial institutions; the ability of the
combined company to utilize net operating losses in amounts
projected; changes in the future cash requirements of the combined
company; and other risk factors and cautionary statements as
detailed from time to time in each of CenturyLink's and Level 3's
reports filed with the U.S. Securities and Exchange Commission (the
"SEC"). Due to these risks and uncertainties, there can be no
assurance that the proposed combination or any other transaction
described above will in fact be completed in the manner described
or at all. You should be aware that new factors may emerge
from time to time and it is not possible for us to identify all
such factors nor can we predict the impact of each such factor on
the proposed combination or the combined company. You should
not place undue reliance on these forward‑looking statements, which
speak only as of the date of this communication. Unless
legally required, CenturyLink and Level 3 undertake no
obligation and each expressly disclaim any such obligation, to
update publicly any forward-looking statements, whether as a result
of new information, future events, changed events or otherwise.
Additional Information
In connection with the proposed
combination, CenturyLink filed a registration statement on Form S-4
with the SEC (Registration Statement No. 333-215121) which was
declared effective by the SEC on February
13, 2017. CenturyLink and Level 3 have filed a joint
proxy statement/prospectus and will file other relevant documents
concerning the proposed transaction with the SEC. CenturyLink and
Level 3 began mailing the definitive joint proxy
statement/prospectus to their respective security holders on or
about February 13, 2017. The
definitive joint proxy statement/prospectus, dated as of
February 13, 2017, contains important
information about CenturyLink, Level 3, the proposed combination
and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED COMBINATION OR INCORPORATED BY REFERENCE IN THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain
the definitive joint proxy statement/prospectus and the filings
that are incorporated by reference in the definitive joint proxy
statement/prospectus, as well as other filings containing
information about CenturyLink and Level 3, free of charge, at the
website maintained by the SEC at www.sec.gov. Investors and
security holders may also obtain these documents free of charge by
directing a request to CenturyLink, 100 CenturyLink Drive,
Monroe, Louisiana 71203,
Attention: Corporate Secretary, or to Level 3, 1025 Eldorado
Boulevard, Broomfield, Colorado
80021, Attention: Investor Relations.
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SOURCE CenturyLink, Inc.
