8-K
Qwest Corp (CTBB)
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 30, 2020
CenturyLink, Inc.
(Exact name of registrant as specified in its charter)
| Louisiana | 001-7784 | 72-0651161 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 100 CenturyLink Drive<br><br>Monroe, Louisiana | 71203 | |
| --- | --- | |
| (Address of registrants’ principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (318) 388-9000
Qwest Corporation
(Exact name of registrant as specified in its charter)
| Colorado | 001-03040 | 84-0273800 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 100 CenturyLink Drive<br><br>Monroe, Louisiana | 80021 | |
| --- | --- | |
| (Address of registrant’s principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (318) 388-9000
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule <br>14a-12<br> under the Exchange Act (17 CFR <br>240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of Each Class | Trading<br><br>Symbol(s) | Name of Each Exchange<br><br>on Which Registered |
|---|---|---|---|
| CenturyLink, Inc. | Common Stock, par value $1.00 per share | CTL | New York Stock Exchange |
| CenturyLink, Inc. | Preferred Stock Purchase Rights | N/A | New York Stock Exchange |
| Qwest Corporation | 6.125% Notes Due 2053 | CTY | New York Stock Exchange |
| Qwest Corporation | 6.875% Notes Due 2054 | CTV | New York Stock Exchange |
| Qwest Corporation | 6.625% Notes Due 2055 | CTZ | New York Stock Exchange |
| Qwest Corporation | 7.00% Notes Due 2056 | CTAA | New York Stock Exchange |
| Qwest Corporation | 6.5% Notes Due 2056 | CTBB | New York Stock Exchange |
| Qwest Corporation | 6.75% Notes Due 2057 | CTDD | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On June 30, 2020, CenturyLink, Inc. issued a press release announcing that its indirect wholly-owned subsidiary, Qwest Corporation, had issued notices to redeem $300 million outstanding aggregate principal amount of Qwest Corporation’s 6.875% Notes due 2054 (the “Qwest Notes”).
That press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full. This Current Report on Form 8-K does not constitute a notice of redemption with respect to the Qwest Notes.
Forward-Looking Statements
Except for historical and factual information, the matters set forth in this Current Report on Form 8-K identified by words such as “will,” “should,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to various uncertainties. Actual events and results may differ materially from those anticipated by us in those statements for several reasons, including those discussed in Exhibits 99.1. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits: | |
|---|---|---|
| Exhibit<br>No. | Description | |
| --- | --- | --- |
| 4.1 | Thirteenth Supplemental Indenture, dated as of September 29, 2014, by and between Qwest Corporation and U.S. Bank National Association, designating and outlining the terms and conditions of Qwest Corporation’s 6.875% Notes due 2054 (incorporated by reference to Exhibit 4.14 to Qwest Corporation’s Form 8-A (File No. 001-03040) filed with the Securities and Exchange Commission on September 26, 2014). | |
| 99.1 | Press Release dated June 30, 2020, relating to the issuance of redemption notices for the Qwest Notes. | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). |
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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/ Eric J. Mortensen |
| Eric J. Mortensen | |
| Senior Vice President and Controller | |
| QWEST CORPORATION | |
| By: | /s/ Eric J. Mortensen |
| Eric J. Mortensen | |
| Senior Vice President and Controller |
Dated: June 30, 2020
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EX-99.1
Exhibit 99.1

CenturyLink Announces Redemption of Qwest Corporation 6.875% Notes due 2054
DENVER, June 30, 2020 — CenturyLink Inc. (NYSE: CTL) today announced that Qwest Corporation, its indirect, wholly-owned subsidiary (“Qwest”), has issued notices to redeem the remaining $300 million outstanding aggregate principal amount of its 6.875% Notes due 2054 (the “Qwest Notes”).
Pursuant to these notices, on Aug. 7, 2020, the remaining $300 million outstanding aggregate principal amount of the Qwest Notes will be redeemed at par plus accrued and unpaid interest to, but excluding, the redemption date. Additional information regarding the redemption of the Qwest Notes is available from Bank of New York Mellon.
This press release does not constitute a notice of redemption with respect to the Qwest Notes.
About CenturyLink
CenturyLink (NYSE: CTL) is a technology leader delivering hybrid networking, cloud connectivity, and security solutions to customers around the world. Through its extensive global fiber network, CenturyLink provides secure and reliable services to meet the growing digital demands of businesses and consumers. CenturyLink strives to be the trusted connection to the networked world and is focused on delivering technology that enhances the customer experience.
Learn more at http://news.centurylink.com/.
Forward-LookingStatements
Except for historical and factual information, the matters set forth in this release and other of our oral or written statementsidentified by words such as “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements. These forward-looking statementsare not guarantees of future results and are based on current expectations only, are inherently speculative, and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Actual events and results maydiffer materially from those anticipated, estimated, projected or implied by us in those statements if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual resultsinclude but are not limited to: changes in Qwest’s cash requirements or financial position; unanticipated delays in redeeming our outstanding debt securities as described above; changes in general market, economic, tax, regulatory or industryconditions; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; and other risks referenced from time to time in CenturyLink’s or Qwest’sfilings with the Securities and Exchange Commission (“SEC”). You should be aware that new factors may emerge from time to time and it is not possible for CenturyLink or Qwest to identify all such factors, nor can CenturyLink or Qwestpredict 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. For all the reasons set forth above and in our SEC filings, you arecautioned not to unduly rely upon our forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information,future events or developments, changed circumstances, or otherwise. Furthermore, any information about our intentions contained in any of our forward-looking statements reflects our intentions as of the date of such forward-looking statement, and isbased upon, among other things, existing regulatory, technological, industry, competitive, economic and market conditions, and our assumptions as of such date. We may change our intentions, strategies or plans (including our plans expressed herein)without notice at any time and for any reason.
| Media Contact: | Investor Contact: |
|---|---|
| Jeremy Jones | Mark Stoutenberg |
| Jeremy.Jones@CenturyLink.com | Mark.Stoutenberg@CenturyLink.com |
| +1 720-567-7044 | +1 720-888-4443 |
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