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EX-99.5 - EX-99.5 - Lumen Technologies, Inc.d272595dex995.htm
EX-99.3 - EX-99.3 - Lumen Technologies, Inc.d272595dex993.htm
EX-99.2 - EX-99.2 - Lumen Technologies, Inc.d272595dex992.htm
EX-99.1 - EX-99.1 - Lumen Technologies, Inc.d272595dex991.htm
8-K - 8-K - Lumen Technologies, Inc.d272595d8k.htm

Exhibit 99.4

 

 

LOGO

Dear Colleagues,

Today is a very important day for CenturyLink and the evolution of our company. This morning we announced an agreement to acquire Level 3 Communications in a cash and stock transaction.

This transaction positions CenturyLink as the second largest domestic communications provider serving global enterprise customers and will further enable us to connect our customers to the power of the digital world. We believe the network is key to our long-term strategy and should be the principal focus of our investment. This transaction brings together the networks, products, systems and people of two leading global network companies.

Along with our millions of consumer customers, we will also have fiber optic networks connecting tens of thousands of business clients and carry internet and corporate data across the U.S., Europe and South America. This acquisition will allow enterprise customers more bandwidth, better products and greater capabilities to run their business.

Headquartered in Broomfield, Colorado, Level 3 is a premier communications services provider with about 12,500 employees and an expansive and growing network that serves customers in more than 500 metropolitan areas in over 60 countries. We believe this is a natural fit for our two companies as we share more than common business goals; we share a deep belief in our people.

As excited as we are about strengthening our company with the addition of Level 3, this is only day one of the journey. We expect to complete this transaction by the end of third quarter 2017, subject to regulatory approval and the approvals of both companies’ stockholders. Until the transaction has closed, CenturyLink and Level 3 will continue to operate as separate entities. We will continue to provide our customers with the same high-quality products and outstanding services that they have come to expect from us.

Both CenturyLink and Level 3 have a strong track record of successfully integrating companies. We plan to leverage this experience to ensure a smooth transition over the coming months. We are excited about the upcoming opportunities this combination will provide and we will keep you updated on our progress.

On Thursday, November 3, we will be hosting an Employee All-Hands meeting at 10:30 am CT to discuss third-quarter earnings and answer your questions on these topics.

The key to the success of our company has been – and will continue to be – you, our employees. I hope you share my enthusiasm about our future and this wonderful opportunity for our company.

Sincerely,

 

 

LOGO


Forward Looking Statements

Except for the historical and factual information contained herein, the matters set forth in this document, 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,” “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 a number of risks, uncertainties and assumptions, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated or projected 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 of regulatory agencies and their respective shareholders; 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 or difficulties 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; 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, 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”). There can be no assurance that the proposed acquisition or any other transaction described above will in fact be consummated 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 transaction or the combined company. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this document. 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 or otherwise.

Additional Information

CenturyLink and Level 3 plan to file a joint proxy statement/prospectus with the SEC. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the joint proxy statement/prospectus and the filings that will be incorporated by reference in the 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. Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, 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.

Participants in the Solicitation

The respective directors and executive officers of CenturyLink and Level 3 and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding CenturyLink’s directors and executive officers is available in its proxy statement filed with the SEC by CenturyLink on April 5, 2016, and information regarding Level 3’s directors and executive officers is available in its proxy statement filed with the SEC by Level 3 on April 7, 2016. These documents can be obtained free of charge from the sources indicated above. Other information regarding the interests of the participants in the proxy solicitation will be included in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Confidential