8-K 1 d383050d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2017

 

 

CenturyLink, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Louisiana   001-07784   72-0651161

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

Qwest Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Colorado   001-03040   84-0273800

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

100 CenturyLink Drive

Monroe, Louisiana

  71203
(Address of principal executive offices of each Registrant)   (Zip Code of each Registrant)

(318) 388-9000

(Telephone number, including area code, of each Registrant)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of either registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01 Other Events.

Sale of Debt Securities. On April 27, 2017, Qwest Corporation (“QC”), an indirect wholly-owned subsidiary of CenturyLink, Inc. (“CenturyLink”), completed its previously-announced public sale of $575 million aggregate principal amount of its unsecured 6.75% Notes due 2057 (the “Notes”).

The public offering price of the Notes was 100% of the principal amount. After deducting underwriting discounts and QC’s estimated expenses, QC expects to receive net proceeds from the sale of the Notes of approximately $555 million. QC intends to use these net proceeds, together with available cash or intercompany borrowings, to redeem (i) as of May 4, 2017, all $500 million aggregate principal amount of its 6.5% Notes due 2017 and (ii) as of May 9, 2017, a portion of the remaining (following an earlier partial redemption) $288.5 million aggregate principal amount of its outstanding 7.50% Notes due 2051, including in each case accrued and unpaid interest on all such redeemed notes.

The Notes were sold pursuant to an underwriting agreement, dated April 18, 2017 (the “Underwriting Agreement”), among QC and the underwriters named therein (the “Underwriters”) and a related price determination agreement, dated April 18, 2017, 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 grants the Underwriters an option exercisable through May 18, 2017 to purchase up to an additional $86.25 million aggregate principal amount of Notes solely to cover any over-allotments. 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 April 18, 2017 (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 Seventeenth Supplemental Indenture between QC and U.S. Bank National Association, as trustee, dated as of April 27, 2017 (the “Supplemental Indenture”). The specific terms of the Notes, including QC’s 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 April 28, 2017.

 

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The above descriptions are qualified in their entirety by reference to the Underwriting Agreement, the Price Determination Agreement, the form of 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.

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:

 

    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;

 

    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;

 

    may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

    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.

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 QC’s other public filings, which are available without charge through the SEC’s 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 QC’s cash requirements or financial position; unanticipated delays in listing the Notes for trading; unanticipated delays in redeeming our outstanding debt securities on the dates described above; changes in general market, economic, tax, regulatory or industry conditions; and other risks referenced from time to time in CenturyLink’s or QC’s 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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Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

The exhibits to this current report on Form 8-K are listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc. and Qwest Corporation have duly caused this current report to be signed on their behalf by the undersigned officer hereunto duly authorized.

 

CenturyLink, Inc.
By:  

/s/ Stacey W. Goff

  Stacey W. Goff
  Executive Vice President, Chief
  Administrative Officer, General
  Counsel and Secretary
Qwest Corporation
By:  

/s/ Stacey W. Goff

  Stacey W. Goff
  Executive Vice President,
  General Counsel and Secretary

Dated: April 27, 2017


Exhibit Index

 

Exhibit

No.

  

Description

  1.1*    Underwriting Agreement, dated April 18, 2017, between Qwest Corporation and the underwriters named therein.
  1.2*    Price Determination Agreement, dated April 18, 2017, between Qwest Corporation and the underwriters named therein.
 4.1    Indenture, dated October 15, 1999, by and between Qwest Corporation (formerly named U.S. WEST Communications, Inc.) and Bank of New York Trust Company, National Association (successor-in-interest to Bank One Trust Company, N.A. and J.P. Morgan Trust Company, National Association), as Trustee (incorporated by reference to Exhibit 4(b) to Qwest Corporation’s Annual Report on Form 10-K for the year ended December 31, 1999, File No. 001-03040), as amended and supplemented by the First Supplemental Indenture, dated August 19, 2004, between Qwest Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.22 to Qwest Communications International Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, File No. 001-15577).
  4.2    Seventeenth Supplemental Indenture, dated as of April 27, 2017, between Qwest Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.18 to Qwest Corporation’s Form 8-A filed April 27, 2017, File No. 001-03040).
  4.3    Form of Qwest Corporation 6.75% Notes due 2057 (included in Exhibit 4.2).
    5.1*    Opinion of Arthur J. Saltarelli, Senior Associate General Counsel of CenturyLink, Inc.
23.1    Consent of Arthur J. Saltarelli (included in Exhibit 5.1).

 

* Filed herewith.