CenturyLink Announces Debt Refinancing Initiatives

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CenturyLink, Inc. (NYSE: CTL) (the “Company” or “CenturyLink”) announced that it agreed on Jan. 16, 2020 to sell $1.25 billion aggregate principal amount of its newly-issued 4.000% Senior Secured Notes due 2027 (the “2027 Notes”) in a private offering that will not be registered under the Securities Act of 1933 (the “Note Offering”).

The 2027 Notes were priced to investors at par and will mature on Feb. 15, 2027.

The 2027 Notes will be unconditionally guaranteed by each of CenturyLink’s domestic subsidiaries that guarantees CenturyLink’s 2017 senior secured credit facilities, subject to the receipt of certain regulatory approvals and various exceptions and limitations. While the 2027 Notes will not be secured by any of the assets of CenturyLink, the guarantees will be secured by a first priority security interest in substantially all of the assets of certain guarantors, which assets also secure obligations under CenturyLink’s 2017 senior secured credit facilities on a pari passu basis.

CenturyLink plans to use the net proceeds from the offering to repay a portion of the indebtedness under its existing 2017 senior secured credit facilities.

The Note Offering is expected to be completed on Jan. 24, 2020, subject to the satisfaction or waiver of customary closing conditions.

CenturyLink also announced that it had received indications of interest from lenders to amend and extend its 2017 Revolving Credit Facility and Term Loan A and A-1 Facilities. CenturyLink further announced that it had initiated a process through which it plans, subject to market conditions, to amend, extend and reprice its existing 2017 Term Loan B facility. CenturyLink currently expects to effect these changes to its facilities shortly following the closing of the Note Offering. However, no assurance can be given that the changes will become effective.

The 2027 Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements. Accordingly, the 2027 Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A promulgated under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S promulgated under the Securities Act. The 2027 Notes will not have registration rights. This announcement will not constitute an offer to sell, or a solicitation of an offer to buy any securities, nor will there be any sale of the 2027 Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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