As filed with the Securities and Exchange Commission on December 18, 2019
Registration No. 333-206725
Registration No. 333-17015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-4 REGISTRATION STATEMENT NO. 333-206725
FORM S-4 REGISTRATION STATEMENT NO. 333-17015
UNDER
THE SECURITIES ACT OF 1933
CENTURYLINK, INC.
(Exact name of registrant as specified in its charter)
Louisiana | 4813 | 72-0651161 | ||
(State or other jurisdiction of incorporation) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
100 CenturyLink Drive
Monroe, LA 71203
(318) 388-9000
(Address, including zip code and telephone number, including area code of registrants principal executive offices)
Stacey W. Goff, Esq.
CenturyLink, Inc.
100 CenturyLink Drive
Monroe, LA 71203
(318) 388-9000
(Name, address, including zip code and telephone number, including area code of agent for service)
with a copy to:
Kelly C. Simoneaux, Esq.
Hope M. Spencer, Esq.
Jones Walker LLP
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
Approximate date of commencement of proposed sale of the securities to the public: Not applicable
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this Post-Effective Amendment) to each of the following Registration Statements on Form S-4 (collectively, the Prior Registration Statements) of CenturyLink, Inc. (the Registrant) is being filed to terminate all offerings under the Prior Registration Statements and deregister any and all securities that remain unsold pursuant to the Prior Registration Statements:
1. | Registration Statement No. 333-206725 on Form S-4, filed with the Securities and Exchange Commission (the Commission) on September 2, 2015, registering the offer to exchange up to $500,000,000 aggregate principal amount of registered 5.625% Senior Notes, Series X, due 2025 for all $500,000,000 aggregate principal amount of the Registrants outstanding unregistered 5.625% Senior Notes, Series X, due 2025; and |
2. | Registration Statement No. 333-17015 on Form S-4, filed with the Commission on November 27, 1996, registering the offer and sale of 200,000 shares of preferred stock, $25.00 par value per share, and 2,388,994 shares of common stock, $1.00 par value per share, and accompanying preference share purchase rights. |
DEREGISTRATION OF UNSOLD SECURITIES
The Registrant has terminated all offerings of its securities pursuant to the Prior Registration Statements. In accordance with an undertaking made by the Registrant in the Prior Registration Statements to remove from registration by means of a post-effective amendment any securities registered under the Prior Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration any securities registered under the Prior Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Prior Registration Statements on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monroe, State of Louisiana, on December 18, 2019.
CENTURYLINK, INC. | ||
By: | /s/ Stacey W. Goff | |
Stacey W. Goff | ||
Executive Vice President, General Counsel and Secretary |
Note: No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act.