MONROE, La., May 19, 2017 /PRNewswire/ -- CenturyLink,
Inc. (NYSE: CTL) today announced that the lead arrangers for its
new proposed senior secured credit facilities have allocated the
loans to be made under its $6.0
billion term loan B facility (the "Term Loan B
Facility"). CenturyLink expects that the Term Loan B Facility
will bear interest at LIBOR plus 2.75% and will be offered at 99.5%
of par (or with an original issue discount of 0.5%).
"CenturyLink took advantage of the strong loan market and was
able to significantly upsize this financing from our original Term
Loan B Facility target of $4.5
billion and achieve a lower interest rate than anticipated
last October when we announced the Level 3 transaction," said
Stewart Ewing, CenturyLink executive
vice president and chief financial officer. "This Facility
completes the full debt financing required for the Level 3
acquisition and we are pleased we were able to place a full debt
package that is expected to result in more than $75 million lower annual interest expense than
originally forecast. We are grateful for the ongoing support of our
investors."
CenturyLink will use the proceeds of the Term Loan B Facility,
together with other funds and borrowings, to finance its pending
acquisition (the "Acquisition") of Level 3 Communications, Inc.
("Level 3"). The commitments in respect of the Term Loan B
Facility and the terms and conditions thereof (including the
applicable interest rates) remain subject to the execution of the
definitive documentation. The Term Loan B Facility may
be funded in advance of the Acquisition, in which case it is
expected that a newly formed subsidiary of CenturyLink will be the
initial borrower of the loans thereunder and will hold the proceeds
in escrow pending consummation of the Acquisition.
The company continues to expect the acquisition to close by the
end of the third quarter this year.
About CenturyLink
CenturyLink (NYSE: CTL) is a global communications and IT
services company focused on connecting its customers to the power
of the digital world. CenturyLink offers network and data systems
management, big data analytics, managed security services, hosting,
cloud and IT consulting services. The company provides broadband,
voice, video, advanced data and managed network services over a
robust 265,000-route-mile U.S. fiber network and a
360,000-route-mile international transport network. Visit
CenturyLink for more information.
Forward-Looking Statements
Except for the historical and factual information contained
herein, the matters set forth in this communication, including
statements regarding the expected timing and benefits of the
proposed transaction, such as efficiencies, cost savings, enhanced
revenues, growth potential, market profile and financial strength,
and the competitive ability and position of the combined company,
and other statements identified by words such as "will,"
"estimates," "anticipates," "believes," "expects," "projects,"
"plans," "intends," "may," "should," "could," "seeks" and similar
expressions, are forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are
subject to a number of risks, uncertainties and assumptions, many
of which are beyond our control. These forward-looking
statements, and the assumptions upon which they are based, (i) are
not guarantees of future results, (ii) are inherently speculative
and (iii) are subject to a number of risks and uncertainties.
Actual events and results may differ materially from those
anticipated, estimated, projected or implied in those statements 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: the ability of
the parties to timely and successfully receive the required
approvals for the combination from regulatory agencies free of
conditions materially adverse to the parties; the possibility that
the anticipated benefits from the proposed transaction cannot be
fully realized or may take longer to realize than expected; the
possibility that costs, difficulties or disruptions related to the
integration of Level 3's operations with those of CenturyLink
will be greater than expected; the ability of the combined company
to retain and hire key personnel; the effects of competition from a
wide variety of competitive providers, including lower demand for
CenturyLink's legacy offerings; the effects of new, emerging or
competing technologies, including those that could make the
combined company's products less desirable or obsolete; the effects
of ongoing changes in the regulation of the communications
industry, including the outcome of regulatory or judicial
proceedings relating to intercarrier compensation, interconnection
obligations, access charges, universal service, broadband
deployment, data protection and net neutrality; adverse changes in
CenturyLink's or the combined company's access to credit markets on
favorable terms, whether caused by changes in its financial
position, lower debt credit ratings, unstable markets or otherwise;
the combined company's ability to effectively adjust to changes in
the communications industry, and changes in the composition of its
markets and product mix; possible changes in the demand for, or
pricing of, the combined company's products and services, including
the combined company's ability to effectively respond to increased
demand for high-speed broadband service; changes in the operating
plans, capital allocation plans or corporate strategies of the
combined company, whether based on changes in market conditions,
changes in the cash flows or financial position of the combined
company, or otherwise; the combined company's ability to
successfully maintain the quality and profitability of its existing
product and service offerings and to introduce new offerings on a
timely and cost-effective basis; the adverse impact on the combined
company's business and network from possible equipment failures,
service outages, security breaches or similar events impacting its
network; the combined company's ability to maintain favorable
relations with key business partners, suppliers, vendors, landlords
and financial institutions; the ability of the combined company to
utilize net operating losses in amounts projected; changes in the
future cash requirements of the combined company; and other risk
factors and cautionary statements as detailed from time to time in
each of CenturyLink's and Level 3's reports filed with the U.S.
Securities and Exchange Commission (the "SEC"). Due to these risks
and uncertainties, there can be no assurance that the proposed
combination or any other transaction described above will in fact
be completed in the manner described or at all. You should be
aware that new factors may emerge from time to time and it is not
possible for us to identify all such factors nor can we predict the
impact of each such factor on the proposed combination or the
combined company. You should not place undue reliance on
these forward‑looking statements, which speak only as of the date
of this communication. Unless legally required, CenturyLink
and Level 3 undertake no obligation and each expressly
disclaim any such obligation, to update publicly any
forward-looking statements, whether as a result of new information,
future events, changed events or otherwise.
Additional Information
In connection with the proposed combination, CenturyLink and
Level 3 have filed a registration statement on Form S-4 with the
SEC (Registration Statement No. 333-215121), containing a joint
proxy statement of CenturyLink and Level 3 that also constitutes a
prospectus of CenturyLink. The registration statement was declared
effective by the SEC on February 13,
2017. CenturyLink and Level 3 began mailing the definitive
joint proxy statement/prospectus to their respective security
holders on or about February 13,
2017. The definitive joint proxy statement/prospectus, dated
as of February 13, 2017, contains
important information about CenturyLink, Level 3, the proposed
combination and related matters. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED COMBINATION OR INCORPORATED
BY REFERENCE IN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain the definitive joint proxy
statement/prospectus and the filings that are incorporated by
reference in the definitive joint proxy statement/prospectus, as
well as other filings containing information about CenturyLink and
Level 3, free of charge, at the website maintained by the SEC at
www.sec.gov. Investors and security holders may also obtain
these documents free of charge by directing a request to
CenturyLink, 100 CenturyLink Drive, Monroe, Louisiana 71203, Attention: Corporate
Secretary, or to Level 3, 1025 Eldorado Boulevard, Broomfield, Colorado 80021, Attention:
Investor Relations.
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SOURCE CenturyLink, Inc.