Business Context and Reporting Period
This Form 8-K Current Report, dated September 21, 2015, is filed by CenturyLink, Inc. and its indirect wholly-owned subsidiary, Qwest Corporation (QC). The filing reports the completion of a public debt offering by QC.
Key Financial Metrics
- Debt Issuance: QC completed the sale of $400 million aggregate principal amount of unsecured 6.625% Notes due 2055.
- Offering Price: 100% of the principal amount.
- Net Proceeds: Approximately $386 million after deducting underwriting discounts and estimated expenses.
- Over-Allotment Option: Underwriters hold an option to purchase up to an additional $60 million of Notes through October 10, 2015.
Material Changes and Use of Proceeds
The filing details a refinancing strategy where QC intends to use the net proceeds in mid-October 2015 to retire existing debt:
- Redeem all $250 million aggregate principal amount of outstanding 7.20% Debentures due 2026.
- Redeem a portion of the $1.0 billion aggregate principal amount of outstanding 6.875% Debentures due 2033.
The Notes are expected to be listed for trading on the New York Stock Exchange on or about September 22, 2015.
Guidance, Risks, and Contingencies
The filing includes standard forward-looking statements cautioning that actual results may differ due to risks such as changes in cash requirements, financial position, market conditions, or unanticipated delays in listing the Notes. The document explicitly states it is not a notice of redemption for the securities being retired.
Investor Verification Checklist
- Verify the final listing date of the 6.625% Notes on the New York Stock Exchange.
- Confirm the execution of the redemption of the 7.20% Debentures due 2026 and the partial redemption of the 6.875% Debentures due 2033 in mid-October 2015.
- Monitor whether the underwriters exercise the $60 million over-allotment option by October 10, 2015.
- Review the Supplemental Indenture (Exhibit 4.2) for specific terms regarding QC's right to redeem the new Notes.