EX-99.1
5
d465108dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE:
FOR MORE
INFORMATION CONTACT:
Oct. 30,
2017
Linda M. Johnson,
202-429-3130
linda.m.johnson@centurylink.com
CenturyLink acquisition of Level 3 receives approval from
Federal Communications Commission
MONROE, La.
- The Federal Communications Commission (FCC) has approved
CenturyLink,
Inc.
's (NYSE: CTL) pending acquisition of Level 3 Communications, Inc. (NYSE: LVLT). The FCC's approval follows prior approvals from the U.S. Department of Justice and the
California Public Utilities Commission. With this final approval, CenturyLink has obtained the last regulatory clearance required to close the acquisition, pending other customary closing conditions.
"The FCC's approval of CenturyLink's acquisition of Level 3 is great news and means we now have all the regulatory approvals we need to
close the transaction", said CenturyLink Senior Vice President for Public Policy and Government Relations John F. Jones. "We anticipate closing the transaction effective November 1, 2017".
On Oct. 4, 2017, the U.S. District Court for the District of Columbia adopted an asset preservation stipulation and order among the parties as part of the
consent decree with the U.S. Department of Justice.
The California Public Utilities Commission (CPUC) approved the acquisition at a meeting on Oct. 12,
2017. California was the final state regulatory approval required.
In addition to California, the states of Alaska, Colorado, Delaware, Georgia, Hawaii,
Maryland, Minnesota, Mississippi, New Jersey, New York, Ohio, Pennsylvania, Utah, Virginia, Washington and West Virginia, and the District of Columbia approved the acquisition. The transaction has also received regulatory clearance from Connecticut,
Indiana, Louisiana, Montana, Nevada, Texas and Puerto Rico.
The combined company will offer customers a broader and more complementary range of services
and solutions and enable the advanced technology and growing bandwidth needs of its business, government and consumer customers.
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 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 retain customers and 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.

EX - 99 . 1 5 d465108dex991 . htm EX - 99 . 1 EX - 99 . 1 Exhibit 99 . 1 FOR IMMEDIATE RELEASE : FOR MORE INFORMATION CONTACT : Oct. 30 , 2017 Linda M . Johnson , 202 - 429 - 3130 linda.m.johnson@centurylink.com CenturyLink acquisition of Level 3 receives approval from Federal Communications Commission MONROE , La . - The Federal Communications Commission ( FCC ) has approved CenturyLink , Inc . 's ( NYSE : CTL ) pending acquisition of Level 3 Communications , Inc . ( NYSE : LVLT ) . The FCC 's approval follows prior approvals from the U . S . Department of Justice and the California Public Utilities Commission . With this final approval , CenturyLink has obtained the last regulatory clearance required to close the acquisition , pending other customary closing conditions . " The FCC 's approval of CenturyLink 's acquisition of Level 3 is great news and means we now have all the regulatory approvals we need to close the transaction " , said CenturyLink Senior Vice President for Public Policy and Government Relations John F . Jones . " We anticipate closing the transaction effective November 1 , 2017 " . On Oct. 4 , 2017 , the U . S . District Court for the District of Columbia adopted an asset preservation stipulation and order among the parties as part of the consent decree with the U . S . Department of Justice . The California Public Utilities Commission ( CPUC ) approved the acquisition at a meeting on Oct. 12 , 2017 . California was the final state regulatory approval required . In addition to California , the states of Alaska , Colorado , Delaware , Georgia , Hawaii , Maryland , Minnesota , Mississippi , New Jersey , New York , Ohio , Pennsylvania , Utah , Virginia , Washington and West Virginia , and the District of Columbia approved the acquisition . The transaction has also received regulatory clearance from Connecticut , Indiana , Louisiana , Montana , Nevada , Texas and Puerto Rico . The combined company will offer customers a broader and more complementary range of services and solutions and enable the advanced technology and growing bandwidth needs of its business , government and consumer customers . 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 possibility that the anticipated benefits from the proposed transaction can not 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 inter carrier 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 retain customers and 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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