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CenturyTel (CenturyLink) to acquire Qwest Communications InternationalApr 23, 2010 (Datamonitor Financial Deals Tracker via COMTEX) -- CenturyTel, Inc. (CenturyLink) has entered into definitive agreement with Qwest Communications International, Inc., pursuant to which CenturyLink will acquire Qwest in a stock-for-stock transaction. The transaction reflects an enterprise value of Qwest of approximately $22,400 million, including the assumption of $11,800 million of Qwest net debt outstanding as of December 31, 2009. Under the terms of the agreement, Qwest shareholders will receive 0.1664 CenturyLink shares for each share of Qwest common stock they own at closing. Upon closing of the transaction, CenturyLink shareholders are expected to own approximately 50.5% and Qwest shareholders are expected to own approximately 49.5% of the combined company. Based on the closing stock price of CenturyLink on April 21, 2010, the per share consideration to be received by Qwest shareholders would be equivalent to $6.02 of CenturyLink stock, which represents a premium to of approximately 15% over Qwest's closing stock price on April 21, 2010. The Boards of Directors of both the companies have approved the transaction, which is expected to close in the first half of 2011. Barclays Capital, Inc., Evercore Partners, Inc. and J.P. Morgan Securities, Inc. are acting as financial advisors, while Wachtell, Lipton, Rosen & Katz, LLP and Jones Walker Waechter Poitevent Carrere & Denegre, L.L.P. are acting as legal advisors to CenturyLink. Lazard, LLC, Deutsche Bank AG, Morgan Stanley & Co., Incorporated and Perella Weinberg Partners, LP are acting as financial advisors, while Skadden, Arps, Slate, Meagher & Flom, LLP and Wilmer Cutler Pickering Hale & Dorr, LLP are acting as legal advisors to Quest on the transaction. Deal Value (US$ Million) 22400 Deal Type Acquisition Sub-Category 100% Acquisition Deal Status Announced: 2010-04-22 Deal Participants Target (Company) Qwest Communications International, Inc. Acquirer (Company) CenturyTel, Inc. (CenturyLink) Deal Rationale The acquisition will enhance CenturyLink's ability to deploy innovative internet protocol products and high-bandwidth services to business customers, expand broadband availability and speed to consumers, and offer superior, differentiated video products. The acquisition will also significantly expand CenturyLink's ability to deliver strategic and customized product and service solutions to its business, wholesale and government customers throughout the US. In addition, the transaction is expected to generate annual operating cost synergies which include reduction of corporate overhead, elimination of duplicate functions and systems, and increased operational efficiencies. The combination will result in a company whose enterprise business will be a significant contributor to its growth which, along with the consumer business, will allow it to offer innovative broadband products and services over its advanced networks. The combination creates a robust, national 173,000-mile fiber network, with a more diverse mix of offerings, increased scale and stronger product portfolio to reach more customers with a broad range of solutions. The combined company will have the national breadth and local depth to provide an array of broadband products and services including high speed internet, video entertainment, data hosting and managed services, as well as fiber to cell tower connectivity and other high bandwidth services. Bid Premium ($ per share) 15 |