Form 8-k Debt Offering
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported):
March
26, 2007
CenturyTel,
Inc.
(Exact
name of registrant as specified in its charter)
Louisiana
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1-7784
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72-0651161
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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|
|
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100
CenturyTel Drive, Monroe, Louisiana
71203
(Address
of principal executive offices)
(Zip Code)
Registrant's
telephone number, including area code:
(318)
388-9000
____________________
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.
14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive
Agreement.
On March 26, 2007, we entered into an Underwriting
Agreement with Banc of
America Securities LLC, J.P. Morgan Securities Inc., Lehman Brothers Inc.,
Wachovia Capital Markets, LLC and the other underwriters named in Schedule
1
thereto (the “Underwriters”), pursuant to which we agreed to issue and sell to
the Underwriters $750 million of our debt securities, consisting of $500 million
aggregate principal amount of our 6.00% Senior Notes, Series N, due 2017 and
$250 million aggregate principal amount of our Senior Notes, Series O, due
2013
(collectively, the “Notes”).
We completed the sale of the Notes on March
29, 2007. The net proceeds to
us from the sale of the Notes, after deducting the Underwriters’ discount and
our estimated offering expenses, are expected to be approximately $741.5
million. For additional information on our offering, please see our press
release filed as Exhibit 99.1 to this Report.
Certain underwriters or their affiliates may
engage, or have engaged, in various
general financing and banking transactions from time to time with us or our
affiliates for which they have received, or will receive, customary
compensation. Affiliates of most of the underwriters are lenders under our
existing $750 million revolving credit facility, and each of these lenders
or
their affiliates act as either joint bookrunners, co-lead arrangers,
administrative agents, syndication agents or co-documentation agents under
this
facility. For additional information on these relationships and the terms
of the Notes, see our prospectus supplement, dated March 26, 2007, which we
have
filed with the Securities and Exchange Commission.
The Notes were offered
and
sold pursuant to our Registration Statement on Form S-3, File No. 333-84276,
dated March 14, 2002. A copy of the Underwriting Agreement and the related
Price Determination Agreement are filed as Exhibits 1.1 and 1.2 to this
Report.
The Notes are
governed by and issued pursuant to the Fourth Supplemental
Indenture dated as of March 26, 2007 to Indenture dated March 31, 1994, between
us and Regions Bank (successor-in-interest to First American Bank & Trust of
Louisiana and Regions Bank of Louisiana), as trustee. A copy of the
Fourth Supplemental Indenture, including the forms of Notes, is filed as Exhibit
4.1 to this Report.
Item
2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth
above under Item 1.01 is hereby incorporated
by reference into this Item 2.03.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits
Exhibit
No. Description
1.1
Underwriting Agreement dated, March 26, 2007, by and among us and the
Underwriters.
1.2
Price Determination Agreement, dated March 26, 2007, by and among us and
the
Underwriters.
4.1
Fourth Supplemental Indenture, dated as of March 26, 2007, to Indenture dated
March 31, 1994, by and between us and Regions Bank, as trustee.
4.2
Form of the Notes (included in Exhibit 4.1 above).
99.1
Press Release issued March 29, 2007, announcing the completion of the
offering.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
CenturyTel,
Inc.
By:
/s/
Neil
A. Sweasy
Neil
A. Sweasy
Vice
President and
Controller
Dated:
March 29, 2007