| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, on May 15, 2019, CenturyLink, Inc. (“CenturyLink” or the “Company”) commenced its consent solicitations (the “Consent Solicitations”) with respect to (i) the 7.750% Notes due 2031 (the “2031 Notes”) issued by Qwest Capital Funding, Inc., a Colorado corporation and an indirect, wholly-owned finance subsidiary of the Company (“QCF”), (ii) QCF’s 6.875% Notes due 2028 (the “2028 Notes”), (iii) CenturyLink’s 7.600% Series P Notes due 2039 (the “2039 Notes”) and (iv) CenturyLink’s 7.650% Series U Notes due 2042 (the “2042 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2039 Notes, the “Notes”). The Consent Solicitations were seeking consents from the holders of such series of Notes to amend certain provisions (the “Proposed Amendments”) of the applicable indentures of QCF and CenturyLink under which the applicable series of Notes were issued (each, an “Indenture” and, collectively, the “Indentures”).
As of midnight, New York City time, at the end of June 12, 2019 (such date and time, the “Expiration Date”), CenturyLink’s previously announced cash tender offers (the “Tender Offers”) and Consent Solicitations expired.
According to information received from Global Bondholder Services Corporation, the tender agent and information agent for the Tender Offers, the table below sets forth the approximate aggregate principal amount of each series of Notes that were validly tendered (with required consents, that were validly delivered) and not validly withdrawn (or consent revoked) on or prior to the Expiration Date.
| | | | | | | | |
Title of Notes | | Aggregate Principal
Amount of Notes
Tendered and Not
Withdrawn as of the
Expiration Date | | | Aggregate Principal
Amount of Notes
Accepted for Purchase
in Tender Offers | |
2031 Notes | | $ | 99,462,000 | | | $ | 99,462,000 | |
2028 Notes | | $ | 166,592,000 | | | $ | 166,592,000 | |
2039 Notes | | $ | 188,892,000 | | | $ | 188,892,000 | |
2042 Notes | | $ | 122,802,000 | | | $ | 122,802,000 | |
As of May 29, 2019, the Company had received consents from holders representing approximately 59.73% of the aggregate principal amount outstanding of the 2028 Notes, a sufficient number of consents to effect the proposed amendments to the Indenture governing the 2028 Notes. As a result, as previously disclosed in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 31, 2019, CenturyLink and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture governing the 2028 Notes, executed a supplemental indenture, effective May 31, 2019, to, among other things, eliminate substantially all of the restrictive covenants and certain events of default under the Indenture governing the 2028 Notes and to modify certain notice requirements for redemption of the 2028 Notes (the “QCF Supplemental Indenture”). The foregoing description of the QCF Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the QCF Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1, and is incorporated herein by reference.
As of the Expiration Date, CenturyLink did not receive the requisite consents with respect to the 2031 Notes, the 2039 Notes or the 2042 Notes.
On June 13, 2019, the Company issued a press release announcing the expiration of its previously announced cash tender offers and consent solicitations, which supplements the information included in the Company’s press release issued May 30, 2019 announcing the early tender results. Copies of these press releases are filed herewith as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
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