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):
June 8, 2011
CenturyLink, Inc.
(Exact name of registrant as specified in its charter)
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| Louisiana
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1-7784
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72-0651161 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
Qwest Communications International Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-15577
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84-1339282 |
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
Qwest Corporation
(Exact name of registrant as specified in its charter)
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| Colorado
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001-03040
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84-0273800 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 100 CenturyLink Drive |
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| Monroe, Louisiana
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71203 |
| (Address of principal executive offices of each Registrant)
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(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 the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On June 8, 2011, Qwest Corporation (“QC”), an indirect wholly owned subsidiary of both
CenturyLink, Inc. (“CenturyLink”) and CenturyLink’s wholly owned subsidiary, Qwest Communications
International Inc. (“QCII”), publicly sold $661,250,000 aggregate principal amount of 7.375% Notes
due 2051 (the “Notes”), including $86,250,000 principal amount that was sold pursuant an
over-allotment option granted to the underwriters for the transaction.
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 approximately $643 million. QC intends to use these net proceeds, together with borrowings
from CenturyLink, to provide the total amount of funds required to redeem $825 million aggregate
principal amount of QC’s 7.875% Notes due 2011, and to pay related fees and expenses.
The Notes were sold pursuant to an underwriting agreement dated June 1, 2011 among QC and the
underwriters listed therein (the “Underwriting Agreement”), and a related price determination
agreement dated June 1, 2011 among the same parties (the “Price Determination Agreement”). 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. 333-156101-03), filed by QCII, QC and
certain of their affiliates with the Securities and Exchange Commission on December 12, 2008, as
supplemented by a prospectus supplement dated June 1, 2011 (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, National Association), as heretofore amended and supplemented, including by the Seventh
Supplemental Indenture between QC and U.S. Bank National Association, as trustee, dated as of June
8, 2011 (the “Supplemental Indenture”). The Notes are listed for trading on the New York Stock
Exchange. QC will pay interest on the Notes quarterly in arrears on March 1, June 1, September 1,
and December 1 of each year, beginning September 1, 2011. QC may redeem the Notes, in whole or in
part, at any time on and after June 1, 2016 at a redemption price equal to 100% of the principal
amount redeemed plus accrued and unpaid interest to the redemption date. The Notes are QC’s senior
unsecured obligations and will rank senior to any of its future subordinated debt and rank equally
in right of payment with all of its existing and future unsecured and unsubordinated debt.
The above descriptions are qualified in their entirety by reference to the Underwriting
Agreement, the Price Determination Agreement, the form of the Supplemental Indenture and the form
of the Notes, copies of which are filed as exhibits hereto and incorporated herein by reference.
Each of these exhibits (as well as the opinion of counsel also filed as an exhibit hereto), is
incorporated by reference into the Registration Statement.
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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