CenturyTel and EMBARQ Complete Merger
01 Juillet 2009 - 12:00PM
PR Newswire (US)
Serves Approximately 7.5 Million Customers in 33 States; Expects
$400 Million in Annual Synergies MONROE, La., July 1
/PRNewswire-FirstCall/ -- CenturyTel, Inc. (NYSE:CTL) and Embarq
Corporation (NYSE:EQ) announced today that they have completed
their merger. The combined company, which will be known as
CenturyLink, serves more than 2.1 million broadband customers, more
than 440,000 video subscribers and approximately 7.5 million access
lines in 33 states, based on operating results as of March 31,
2009. "The completion of this merger is a significant event for our
customers, communities, investors and employees," said Glen F. Post
III, president and chief executive officer. "CenturyLink has the
advanced networks, the people and the financial stability to
deliver the reliable and innovative services that our customers
want and need. We look forward to this exciting new chapter in our
company's history." CenturyLink expects to generate annual full
run-rate operating and capital synergies of approximately $400
million by 2011. Based on this synergy level and operating results
of the two companies for the twelve months ended Dec. 31, 2008,
CenturyTel would have had combined revenue of more than $8 billion,
combined operating cash flow of over $4.2 billion and combined free
cash flow of approximately $1.9 billion. The company expects to
continue its current annual dividend of $2.80 per share. The
company anticipates the combination to be accretive to free cash
flow per share in 2010, the first full year post-closing. All
figures and statements in this paragraph exclude the impact of
one-time integration costs. In accordance with the terms of the
Merger Agreement, EMBARQ stockholders received 1.37 CenturyTel
shares for each share of EMBARQ common stock they owned at closing.
The transaction was structured as a tax-free stock-for-stock
exchange. Other than assuming EMBARQ's existing debt, the combined
company has incurred neither any incremental debt nor any change to
debt maturity schedules. While the company's corporate identity
will immediately change to CenturyLink, customer-facing operations
and communications will continue under the CenturyTel and EMBARQ
brand names until a full brand conversion occurs later this year.
The company intends to formally change its name to "CenturyLink,
Inc." upon receipt of shareholder approval, which it expects to
solicit in May 2010. The company's stock continues to trade on the
New York Stock Exchange under the ticker symbol "CTL." The
corporate headquarters of the company will remain in Monroe, La.
Regional operating headquarters will be located in Las Vegas, Nev.,
Wentzville, Mo., Orlando, Fla., Wake Forest, N.C., and La Crosse,
Wis. The company also maintains a significant presence in the
Overland Park, Kan. area, the former location of EMBARQ's corporate
headquarters. About CenturyLink CenturyLink is a leading provider
of high-quality voice, broadband and video services over its
advanced communications networks to consumers and businesses in 33
states. CenturyLink, headquartered in Monroe, La., is an S&P
500 Company and expects to be listed in the Fortune 500 list of
America's largest corporations. For more information on
CenturyLink, visit http://www.centurylink.com/. Forward Looking
Statements Except for the historical and factual information
contained herein, the matters set forth in this document, including
statements as to the expected benefits of the acquisition such as
efficiencies, cost savings, enhanced revenues, cash flow accretion,
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 "estimates," "expects,"
"projects," "plans," "intends" 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 risks and
uncertainties that may cause actual results to differ materially,
including the possibility that the anticipated benefits from the
acquisition cannot be fully realized or may take longer to realize
than expected, the possibility that costs or difficulties related
to the integration of EMBARQ operations into CenturyTel will be
greater than expected, the ability of the combined company to
retain and hire key personnel, the possibility that our brand
conversion could take longer than expected, the impact of
regulatory, competitive and technological changes and other risk
factors relating to our industry as detailed from time to time in
our reports filed with the Securities and Exchange Commission. You
should not place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Unless legally
required, we undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise. DATASOURCE: CenturyTel, Inc. CONTACT:
Analysts & Investors, Tony Davis, +1-318-388-9525, , or Media,
Annmarie Sartor, +1-318-388-9671, , both of CenturyTel, Inc.; or
Media, Debra Peterson of EMBARQ, +1-913-323-4881, Web Site:
http://www.centurytel.com/ http://www.centurylink.com/
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