CenturyLink tenders for up to $525 million of six series of notes

By Sarah Lizee

Olympia, Wash., May 15 – CenturyLink, Inc. launched a cash tender offer for up to $525 million of six series notes issued by the company and its subsidiaries, according to a press release.

The following series are included in the offer, listed in order of their acceptance priority level:

• $241,885,000 7¾% notes due 2031 issued by Qwest Capital Funding, Inc. for a total consideration of $930 for each $1,000 principal amount;

• $278.92 million 6 7/8% notes due 2028 issued by Qwest Capital Funding for a total consideration of $925 for each $1,000 principal amount;

• $729,792,000 7.6% series P notes due 2039 issued by CenturyLink for a total consideration of $885 for each $1,000 principal amount;

• $605,267,000 7.65% series U notes due 2042 issued by CenturyLink for a total consideration of $885 for each $1,000 principal amount;

• $150 million 9% notes due 2019 issued by Centel Capital Corp. for a total consideration of $1,000 for each $1,000 principal amount; and

• $250 million 6.15% series Q notes due 2019 issued by CenturyLink for a total consideration of $1,008.75 for each $1,000 principal amount.

The total consideration for each series includes an early tender premium of $30.00 for each $1,000 principal amount.

Holders will also receive accrued interest.

The amounts of each series of notes to be purchased may be prorated.

In connection with the tender offer, CenturyLink also began consent solicitations to amend provisions of the indenture of Qwest Capital Funding dated as of June 29, 1998 or the indenture of the company dated as of March 31, 1994.

The CenturyLink and Centel notes due 2019 are not included in the consent solicitation.

The proposed amendments would eliminate substantially all of the restrictive covenants and some events of default under the indentures and modify some notice requirements for redemption of the applicable series of notes issued under the indentures.

Holders may not tender notes without delivering consents related to the notes and may not deliver consents without tendering the related notes.

The tender offer and the consent solicitation will expire at midnight ET on June 13.

Holders of notes that are validly tendered and not validly withdrawn at or prior to 5 p.m. on May 29 and accepted for purchase will be entitled to receive the applicable tender offer consideration, plus the applicable early tender premium.

Tenders and consents may be revoked at or prior to 5 p.m. ET on May 29.

Early settlement is expected to occur on May 31.

Citigroup Global Markets Inc. (800 558-3745 toll free or 212 723-6106 collect), BofA Securities Inc. (888 292-0070 toll free or 980 386-6026 collect), J.P. Morgan Securities LLC (866 834-4666 toll free or 212 834-6950 collect) and RBC Capital Markets, LLC (877 381-2099 toll free or 212 618-7843 collect) are dealer managers for the tender offers and the solicitation agents.

Global Bondholder Services Corp. (212 430-3774 for banks and brokers only or 866 924-2200 toll free for all others or contact@gbsc-usa.com) is the tender agent and information agent.

CenturyLink is a Monroe, La.-based communications, hosting, cloud and IT services company.

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