MONROE, La., Aug. 1, 2017 /PRNewswire/ -- The states of
Mississippi and Washington approved CenturyLink, Inc.'s (NYSE:
CTL) pending acquisition of Level 3 Communications, Inc. (NYSE:
LVLT).
These two states join Alaska,
Colorado, Delaware, Georgia, Hawaii, Maryland, Minnesota, New
York, Ohio, Pennsylvania, Utah, Virginia, West
Virginia and the District of
Columbia in approving the acquisition. The transaction has
also received regulatory clearance from Connecticut, Indiana, Louisiana, Montana, Nevada, Texas
and Puerto Rico. The transaction
is subject to the company receiving various regulatory approvals
and other customary closing conditions.
"We have made significant progress with our approvals and are
pleased to announce a total of 23 states and territories have now
approved or cleared the CenturyLink - Level 3 acquisition," said
CenturyLink Senior Vice President for Public Policy and Government
Relations John F. Jones. "The
companies are working diligently to finalize the remaining state,
federal and international approvals and anticipate receiving them
in time to complete the acquisition by September 30, 2017."
The combined company is expected to offer enterprise and
wholesale customers a broader and more complementary range of
services and solutions, and position the company to enable the
advanced technology and growing bandwidth needs of its customers,
including consumers, small businesses, large businesses, large
multinational enterprises and government entities.
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, customers, 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 filed a registration statement on
Form S-4 with the SEC (Registration Statement No. 333-215121) which
was declared effective by the SEC on February 13, 2017. CenturyLink and Level 3
have filed a joint proxy statement/prospectus and will file other
relevant documents concerning the proposed transaction with the
SEC. 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.