Qwest sets pricing in tender for $904 million of notes

New York, June 20 - Qwest Communications International Inc. said it and its Qwest Corp. and Qwest Services Corp. subsidiaries have set pricing in their tender offer for up to $904 million principal amount of their debt.

For Qwest Services' $504.103 million of 13% senior subordinated secured notes due 2007, the price is $1,082.62 per $1,000 principal amount, for Qwest Corp.'s $250 million of 6 5/8% notes due 2005 it is $981.50 per $1,000 principal amount and for Qwest Corp.'s $150 million of 6 1/8% notes due 2005 it is $984.17 per $1,000 principal amount.

All prices include a $25.00 per $1,000 early participation payment.

Qwest announced the offer on June 7.

It said pricing for each series of notes will be set at 2 p.m. ET on June 20 to give a yield to maturity or yield to the first call date of 50 basis points over the yield on the reference Treasury, minus accrued interest up to the first purchase date, expected to be June 21.

The total includes a $25.00 per $1,000 early participation payment that will only be paid to holders who tender by 5 p.m. ET on June 20. The tender ends at midnight ET on July 5.

Qwest will also pay accrued interest up to but excluding the settlement date.

For the Qwest Services 13% notes, the reference security is the 1.875% Treasury due Nov. 30, 2005 and the earliest redemption date is Dec. 15, 2005. For the Qwest Corp. 6 5/8% notes, the reference security is the 2% Treasury due Aug. 31, 2005 and the maturity date is Sept. 15, 2005 while for the Qwest Corp. 6 1/8% notes the reference security is the 5.75% Treasury due Nov. 15, 2005 and the maturity date is Nov. 15, 2005.

The Denver-based telecommunications company said that there is no minimum condition to the tender but the offers are subject to completion of an offering of $1.25 billion of new notes.

Qwest Services previously started an offer to exchange the 13% notes for registered securities. That offer is now being amended to the cash tender offer. Similar exchange offers for its 13½% notes due 2010 and 14% notes due 2014 will continue.

The company also noted that Qwest Capital Funding, Inc. has a maturity of $179 million of 6¼% notes due on July 15 and Qwest Corp. can prepay any portion or all of its $1.25 billion term loan due 2007 after June 9.

The information agent is Global Bondholder Services Corp. (866 488-1500 or call collect 212 430-3774).

Merrill Lynch and Co. (888 ML4-TNDR or call collect 212 449-4914) and Deutsche Bank Securities (call collect 212 250-4270) are dealer managers.

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