Sale of Debt Securities
. On August 22, 2016, Qwest
Corporation (QC), an indirect wholly-owned subsidiary of CenturyLink, Inc. (CenturyLink), completed its previously-announced issuance and public sale of unsecured 6.5% Notes due 2056 (the Notes). On such date, QC
sold $977.5 million aggregate principal amount of its Notes, including $127.5 million principal amount that was sold pursuant to an over-allotment option granted to the underwriters referenced below.
The public offering price of the Notes was 100% of the principal amount. After deducting underwriting discounts and QCs estimated
expenses, QC expects to receive net proceeds from the sale of the Notes of approximately $946 million. QC intends to use these net proceeds to redeem at par, as of August 27, 2016, all of the $661.25 million aggregate principal amount of its
7.375% Notes due 2051, including accrued and unpaid interest on such notes, and anticipates using the remainder of these net proceeds for additional debt repayments.
The Notes were sold pursuant to an underwriting agreement, dated August 11, 2016 (the Underwriting Agreement), among QC and
the underwriters named therein (the Underwriters) and a related price determination agreement, dated August 11, 2016, among the same parties (the Price Determination Agreement). Pursuant to the Underwriting Agreement, QC
agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by QC. It also provides for customary
indemnification by each of QC and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Notes have been registered under the Securities Act of 1933, as amended, pursuant to an automatic shelf registration statement on Form S-3
(Registration No. 333-202411-01), filed by CenturyLink and QC with the Securities and Exchange Commission (the SEC) on March 2, 2015, as supplemented by a prospectus supplement dated August 11, 2016 (together, the
Registration Statement).
The Notes were issued pursuant to an indenture dated as of October 15, 1999 between QC and Bank
of New York Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A. and J.P. Morgan Trust Company, National Association), as amended and supplemented through the date hereof, including by the Sixteenth
Supplemental Indenture between QC and U.S. Bank National Association, as trustee, dated as of August 22, 2016 (the Supplemental Indenture). The specific terms of the Notes, including QCs right to redeem the Notes under certain
circumstances, are set forth in the Supplemental Indenture.
The Notes are expected to be listed for trading on the New York Stock
Exchange on or about August 23, 2016.
The above descriptions are qualified in their entirety by reference to the Underwriting Agreement, the Price
Determination Agreement, the Supplemental Indenture, the form of the Notes, and each of the other documents filed as exhibits hereto, all of which are incorporated by reference into this current report on Form 8-K and the Registration Statement.
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Other Information
. In reviewing the agreements included as exhibits to this report,
please note that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about QC or the other parties to the agreements. Certain of the agreements contain
representations and warranties by one or more of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
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should not in any instance be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
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may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
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may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
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were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
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Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other
time. Additional information about QC may be found elsewhere in the Registration Statement and QCs other public filings, which are available without charge through the SECs website at http://www.sec.gov.
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 QC. 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 changes in QCs cash requirements or financial position; unanticipated delays in listing the Notes
for trading; changes in general market, economic, tax, regulatory or industry conditions; and other risks referenced from time to time in CenturyLinks or QCs filings with the Securities and Exchange Commission. You should be aware that
new factors may emerge from time to time and it is not possible for CenturyLink or QC to identify all such factors, nor can CenturyLink or QC 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 QC undertakes any obligation to publicly update any of its forward-looking statements for any reason.
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