-
the
type of security into which the debt securities are convertible or
exchangeable
-
the
conversion or exchange price or ratio (or manner of calculation thereof)
-
the
conversion or exchange period
-
provisions
as to whether the conversion or exchange rights will be at the option of the
debt holders, CenturyTel, or both
-
the
events requiring an adjustment of the conversion or exchange price or
ratio
-
any
restrictions on conversion or exchange.
Redemption and Sinking Fund
Provisions
A series may be
redeemed, in whole or in part, upon not less than 30 days’ and not more than 60
days’ notice at the redemption prices and subject to the terms and conditions
(including those relating to any sinking fund established with respect to such
series) that may be set forth in a board resolution or supplemental indenture
and in the prospectus supplement relating to such series (Sections 3.01 and
3.02). If less than all of the debt securities of the series are to
be redeemed, the applicable trustee shall select the debt securities of such
series, or portions thereof, to be redeemed by lot or by any other method such
trustee shall deem appropriate and fair (Section 3.02).
Replacement of
Securities
We will replace any
debt security that becomes mutilated, destroyed, lost or stolen at the expense
of the holder. The holder should deliver the debt security or satisfactory
evidence of the destruction, loss or theft thereof to us and the applicable
trustee. An indemnity satisfactory to us and such trustee may be required
before a replacement security will be issued (Section 2.07).
Events of Default
Unless we state
otherwise in the applicable prospectus supplement, the terms and conditions set
forth under this heading will govern defaults under the applicable
indenture. The indentures provide that an Event of Default means that one
or more of the following events has occurred and is continuing with respect to
debt securities of a particular series:
-
failure
for 30 business days to pay interest on the debt securities of that series
when due
-
failure
to pay principal of (or premium, if any, on) the debt securities of that
series when due (whether at maturity, upon redemption, by declaration or
otherwise) or to make any sinking or analogous fund payment with respect to
that series unless caused solely by a wire transfer malfunction or similar
problem outside our control
-
failure
to observe or perform any other covenant of that series for 60 days after
written notice with respect thereto
-
certain
events relating to bankruptcy, insolvency or reorganization (Section
6.01).
No Event of Default
with respect to the debt securities of a particular series necessarily
constitutes an Event of Default with respect to the debt securities of any other
series issued under the applicable indenture.
If an Event of
Default shall occur and be continuing with respect to any series and if it is
known to the applicable trustee, such trustee is required to mail to each holder
of that series a notice of the Event of Default within 90 days of such default
(Section 6.07).
Upon an Event of
Default with respect to any series, the applicable trustee or the holders of not
less than 25% in aggregate outstanding principal amount of that series, by
notice in writing to us (and to such trustee if given by such holders), may
declare the principal of all debt securities of that series due and payable
immediately, but the holders of a majority in aggregate outstanding principal
amount of such series may rescind such declaration and waive the default if the
default has been cured and a sum sufficient to pay all matured installments of
interest and principal (and premium, if any) has been deposited with such
trustee before any judgment or decree for such payment has been obtained or
entered (Section
6.01).
Holders of debt
securities may not enforce the applicable indenture except as provided
therein. Subject to the provisions of the applicable indenture relating to
the duties of the applicable trustee, if an Event of Default occurs and is
continuing such trustee will be under no obligation to exercise any of the
rights or powers under the applicable indenture at the request or direction of
any holders of the affected series, unless, among other things, the holders
shall have offered such trustee indemnity reasonably satisfactory to it.
Subject to the indemnification provisions and certain limitations contained in
the applicable indenture, the holders of a majority in aggregate principal
amount of the debt securities of such series then outstanding will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the applicable trustee or exercising any trust or power
conferred on such trustee with respect to such series. The holders of a
majority in aggregate principal amount of the then outstanding debt securities
of any series affected by a default may, in certain cases, waive such default
except a default in payment of principal of, or any premium, if any, or interest
on, the debt securities of that series or a call for redemption of the debt
securities of that series (Sections 6.04 and
6.06).
We will be required
to furnish to the trustees annually a statement regarding our performance of
certain of our obligations under the indentures (Section 5.03).
Discharge and
Defeasance
Unless the prospectus
supplement states otherwise, we may discharge our obligations with respect to
any series of our debt securities, subject to certain exceptions, if at any
time:
-
we deliver to the
applicable trustee for cancellation all outstanding debt securities of that
series and for which payment in monies or U.S. Government Obligations has been
deposited in trust by us, or
-
all outstanding debt
securities of that series not previously delivered to the applicable trustee
for cancellation by us shall have become due and payable or are to become due
and payable or called for redemption within one year and we have deposited
with such trustee the entire amount in moneys or U.S. Government Obligations
sufficient, without reinvestment, to pay at maturity or upon redemption the
outstanding debt securities, including principal (and premium, if any) and
interest due or to become due to the date of maturity or redemption, and if we
shall also pay or cause to be paid all other sums payable thereunder with
respect to that series (Section
11.01).
Additionally, each
indenture provides that we may discharge all of our obligations under the
indenture with respect to any series, subject to certain exceptions, if at any
time all outstanding debt securities of that series not previously delivered to
the applicable trustee for cancellation by us or that have not become due and
payable as described above shall have been paid by us by depositing irrevocably
with such trustee moneys or U.S. Government Obligations sufficient to pay at
maturity or upon redemption the outstanding debt securities, including principal
(and premium, if any) and interest due or to become due to the date of
maturity or redemption, and if we shall also pay all other sums payable
thereunder with respect to that series (Section 11.02).
Merger and
Consolidation
Nothing in the
indentures or any of the debt securities prevents us from consolidating or
merging with or into, or selling or otherwise disposing of all or substantially
all of our assets to, another corporation, provided that (1) we agree to obtain
a supplemental indenture pursuant to which the surviving entity or transferee
agrees to assume our obligations under all outstanding debt securities issued
under the applicable indenture and (2) the surviving entity or transferee is
organized under the laws of the United States, any state thereof or the District
of Columbia (Section
10.01).
Subordinated Debt
Securities
In general, our
subordinated debt securities will be subordinate in right of payment to the
prior payment in full of all of our senior debt (Section 14.01 of the subordinated
indenture). In general, this means that in the event we become subject to
any insolvency, bankruptcy, receivership, liquidation, reorganization or similar
proceeding or we liquidate, dissolve or otherwise wind up our affairs, then the
holders of any debt senior to our subordinated debt securities will be entitled
to be paid in full, before the holders of any subordinated debt securities are
paid. In addition, (a) if we default in the payment of any debt that is
senior to our subordinated debt securities or if any event of default shall have
occurred and be continuing permitting the holders of such senior indebtedness to
accelerate payment of such senior indebtedness, then, so long as any such
default continues, we cannot make any payment on our subordinated debt
securities, and (b) if any series of subordinated debt securities is declared
due and payable before its stated maturity date, then no payment on our
subordinated debt securities can be made unless the holders of all debt senior
to the subordinated debt securities are paid in full.
A prospectus
supplement relating to a particular series of subordinated debt securities will
summarize the subordination provisions applicable to that series, including:
-
the
applicability and effect of such provisions upon any payment or distribution
of our assets to creditors upon any liquidation, bankruptcy, insolvency or
similar proceedings
-
the
applicability and effect of such provisions in the event of specified defaults
with respect to senior debt, including the circumstances under which and the
period in which we will be prohibited from making payments on subordinated
debt securities
-
the
definition of senior debt applicable to that series of subordinated debt
securities
-
the
aggregate amount of outstanding indebtedness as of the most recent practicable
date that would rank senior to, and on parity with, that series of
subordinated debt securities.
The particular terms
of subordination of a series of subordinated debt securities may supercede the
general subordination provisions of the subordinated indenture. There are
no restrictions in the subordinated indenture on the creation of additional
senior debt securities or any other indebtedness.
The failure to make
any required payment on any of the subordinated debt securities due to the
subordination provisions of such securities and the Subordinated Indenture will
not prevent the occurrence of an Event of Default under the subordinated debt
securities.
Modification of
Indentures
Each indenture
contains provisions permitting us, when authorized by a board resolution, and
the applicable trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the debt securities of any series at
the time outstanding and affected by such modification, to modify the indenture
or any supplemental indenture affecting that series. However, no such
modification may:
-
extend the fixed maturity
of any debt securities of any series, reduce the principal amount thereof,
reduce the rate or extend the time of payment of interest thereon or reduce
any premium payable upon the redemption thereof, without the consent of the
holder of each debt security so affected, or
-
reduce the aforesaid
percentage of debt securities, the holders of which are required to consent to
any such supplemental indenture, without the consent of the holder of each
debt security then outstanding and affected thereby (Section 9.02).
CenturyTel and the
applicable trustee may execute, without the consent of any holder of debt
securities, a supplemental indenture for certain other usual purposes, including
the following:
-
creating
a new series
-
evidencing
the assumption by any successor to CenturyTel of our obligations under an
indenture
-
adding
covenants to an indenture for the protection of the holders of debt securities
-
curing
any ambiguity or inconsistency in an Indenture, or making other provisions as
shall not adversely affect the interests of the holders of the debt securities
of any series
-
changing
or eliminating any provisions of an indenture provided that there is no
outstanding debt security of any series created prior to such change that
benefits therefrom (Sections
2.01, 9.01 and 10.01).
In addition, we may
not modify or amend the subordination provisions of the Subordinated Indenture
if doing so would adversely affect the rights under Article XIV of the
Subordinated Indenture of the holders of senior indebtedness without the consent
of the requisite holders of senior indebtedness required under the terms of such
senior indebtedness. (Section 9.02 of the subordinated
indenture.)
Limitations on Liens
The indentures
provide that CenturyTel will not, while any of the debt securities remain
outstanding, create or suffer to exist any mortgage, lien, pledge, security
interest or other encumbrance (which we collectively refer to below as liens)
upon our property, whether now owned or hereafter acquired, unless we shall
secure the debt securities then outstanding by such lien equally and ratably
with all obligations and indebtedness thereby secured so long as such
obligations and indebtedness remain so secured. Notwithstanding the
foregoing, neither Indenture will restrict us from creating or suffering to
exist various types of liens permitted in the indentures, including the
following:
-
liens
upon property hereafter acquired by us or liens on such property at the time
of the acquisition thereof, or conditional sales agreements or title retention
agreements with respect to any such property
-
liens
on the stock of a corporation that, when such liens arise, concurrently
becomes our subsidiary, or liens on all or substantially all of the assets of
a corporation arising in connection with our purchase thereof
-
liens
for taxes and similar levies, deposits to secure performance or obligations
under certain specified circumstances and laws, mechanics’ liens and similar
liens arising in the ordinary course of business, liens created by or
resulting from legal proceedings being contested in good faith, certain
specified zoning restrictions and other restrictions on the use of real
property, interests of lessors in property subject to any capitalized lease,
and certain other similar liens generally arising in the ordinary course of
business
-
liens
existing on the date of an indenture
-
liens
that replace, extend or renew any lien otherwise permitted under an indenture
(Sections 4.05 and
4.06).
The restrictions in
the indentures described above would not protect the debt holders in the event
of a highly leveraged transaction in which unsecured indebtedness was incurred
or in which the liens arising in connection therewith were freely permitted
under an indenture, nor would it afford protection in the event of one or more
highly leveraged transactions in which secured indebtedness was incurred by our
subsidiaries. In the event of one or more highly leveraged transactions in
which we incurred secured indebtedness, however, these provisions would require
the debt securities to be secured equally and ratably with such indebtedness,
subject to the exceptions described above.
Concerning the Trustees
The trustees, prior
to the occurrence of an Event of Default, undertake to perform only such duties
as are specifically set forth in the applicable indenture and, after the
occurrence of an Event of Default, shall exercise the same degree of care as a
prudent person would exercise in the conduct of such person’s own affairs (Section 7.01). Subject
to such provision, the trustees are not required to exercise any of the rights
or powers vested in them by the applicable indenture at the request, order or
direction of any debt holders, unless offered reasonable security or indemnity
by such holders against the costs, expenses and liabilities which might be
incurred thereby (Section
7.02). A trustee is not required to expend or risk its own funds or
incur personal financial liability in the performance of its duties if such
trustee reasonably believes that repayment of such funds or liability or
adequate indemnity is not reasonably assured to it (Section 7.01). We will
pay the trustees reasonable compensation and reimburse them for reasonable
expenses incurred in accordance with the applicable Indenture (Section 7.06).
A trustee may resign
with respect to one or more series and a successor trustee may be appointed to
act with respect to such series (Section 7.10).
Regions Bank is
trustee under the senior indenture relating to our Series D, G, H, L, M, N and O
senior debt securities. Regions Bank also provides revolving credit and
other traditional banking services to CenturyTel.
We
may elect to offer fractional shares of preferred stock rather than full shares
of preferred stock. If so, we will issue to the public receipts for
depositary shares, each of which will represent a fraction of a share of a
particular series of our preferred stock, and the shares of our preferred stock
underlying the depositary shares will be deposited under a deposit agreement
between us and a bank or trust company selected by us.
The following
description of the material terms of depositary shares, and all related deposit
agreements and depositary receipts, is only a summary and is not intended to be
complete. You should refer to the forms of the deposit agreement and
depositary receipts that we will file with the SEC in connection with any
offering of specific depositary shares. The specific terms of any series
of depositary shares will be described in a prospectus supplement.
General
The depositary
selected by us will have its principal office in the United States and a
combined capital and surplus of at least $50,000,000. Subject to the terms
of the deposit agreement, each owner of a depositary share will be entitled, in
proportion to the applicable fraction of a share of preferred stock underlying
the depositary share, to all the rights and preferences of the preferred stock
underlying that depositary share. Those rights may include dividend,
voting, redemption, conversion, exchange and liquidation rights.
The depositary shares
will be evidenced by depositary receipts issued under the relevant deposit
agreement to those persons purchasing the fractional shares of our preferred
stock. Pending the preparation of definitive depositary receipts, the
depositary may, upon our order, issue temporary depositary receipts
substantially identical to the definitive depositary receipts but not in
definitive form. These temporary depositary receipts will entitle their
holders to all the rights of definitive depositary receipts. Temporary
depositary receipts will then be exchangeable for definitive depositary receipts
at our expense.
Dividends and Other
Distributions
The depositary will
distribute all cash dividends or other cash distributions received with respect
to the underlying preferred stock to the record holders of depositary shares in
proportion to the number of depositary shares owned by those holders.
If there is a
distribution other than in cash, the depositary will distribute property to the
record holders of depositary shares that are entitled to receive the
distribution, unless the depositary determines that it is not feasible to make
the distribution. If this occurs, the depositary may, with our approval,
adopt an equitable and practicable method for making that distribution,
including any sale of the property and distribution of the net sales proceeds to
the applicable holders.
Each deposit
agreement may also contain provisions relating to the manner in which any
subscription or similar rights we offer to preferred stockholders of the
relevant series will be made available to holders of depositary shares.
Withdrawal of Underlying Preferred
Stock
Unless we state
otherwise in a prospectus supplement, holders may surrender depositary receipts
at the principal office of the depositary and, upon payment of any unpaid amount
due to the depositary, be entitled to receive the number of whole shares of
underlying preferred stock and all cash payments or other rights accrued under
or represented by the related depositary shares (but such holders will not
afterward be entitled to receive depositary shares in exchange for their whole
shares). We will not issue any partial shares of preferred stock. If
the holder delivers depositary receipts evidencing a number of depositary shares
that represent more than a whole number of shares of preferred stock, the
depositary will issue a new depositary receipt evidencing the excess number of
depositary shares to that holder.
Redemption of Depositary
Shares
If a series of
preferred stock represented by depositary shares is subject to redemption, the
depositary shares will be redeemed from the proceeds received by the depositary
resulting from the redemption, in whole or in part, of that series of underlying
stock held by the depositary. The redemption price per depositary share
will be equal to the applicable fraction of the redemption price per share
payable with respect to that series of underlying stock. Whenever we
redeem shares of underlying stock that are held by the depositary, the
depositary will redeem, as of the same redemption date, the number of depositary
shares representing the shares of underlying stock so redeemed. If fewer
than all the depositary shares are to be redeemed, the depositary shares to be
redeemed will be selected by lot or proportionately or other equitable method,
as may be determined by the depositary.
Voting
Upon receipt of
notice of any meeting at which the holders of the underlying preferred stock are
entitled to vote, the depositary will mail the information contained in the
notice to the record holders of the depositary shares underlying the preferred
stock. Each record holder of the depositary shares on the record date
(which will be the same date as the record date for the underlying stock) will
be entitled to instruct the depositary as to the exercise of the voting rights
pertaining to the amount of the underlying stock represented by that holder’s
depositary shares. The depositary will then attempt, as far as
practicable, to vote the number of shares of preferred stock underlying those
depositary shares in accordance with those instructions, and we will endeavor to
take all actions which we deem necessary to enable the depositary to do
so. Unless otherwise provided in a prospectus supplement, the depositary
will not vote the underlying shares to the extent it does not receive specific
instructions with respect to the depositary shares representing the preferred
stock.
Conversion or Exchange of Preferred
Stock
If the deposited
preferred stock is convertible into or exchangeable for other securities, the
depositary shares, as such, will not be convertible into or exchangeable for
such other securities. Rather, any holder of the depositary shares may
surrender the related depositary receipts, together with any amounts payable by
the holder in connection with the conversion or the exchange, to the depositary
with written instructions to cause conversion or exchange of the preferred stock
represented by the depositary shares into or for such other securities. If
only some of the depositary shares are to be converted or exchanged, a new
depositary receipt or receipts will be issued for any depositary shares not
converted or exchanged.
Amendment and Termination of the
Deposit Agreement
The form of
depositary receipt evidencing the depositary shares and any provision of the
deposit agreement may at any time be amended by agreement between us and the
depositary. However, any amendment that materially and adversely changes
the rights of the holders of depositary shares will not be effective unless the
amendment has been approved by the holders of at least a majority of the
depositary shares then outstanding. The deposit agreement may be
terminated by us upon not less than 60 days’ notice, whereupon the depositary
shall deliver or make available to each holder of depositary shares, upon
surrender of the depositary receipts held by such holder, the number of whole or
fractional shares of preferred stock represented by such receipts. The
deposit agreement will automatically terminate if, among other circumstances,
all outstanding depositary shares have been redeemed or converted into or
exchanged for any other securities into or for which the underlying preferred
stock is convertible or exchangeable.
Charges of Depositary
We will pay all
transfer and other taxes and governmental charges arising solely from the
existence of the depositary arrangements. We will also pay charges of the
depositary in connection with its duties under the deposit agreement.
Holders of depositary receipts will pay other transfer and other taxes and
governmental charges and those other charges, including a fee for any permitted
withdrawal of shares of underlying stock upon surrender of depositary receipts,
as are expressly provided in the deposit agreement to be for their
accounts.
Reports
The depositary will
be obligated to forward to holders of depositary receipts all reports and
communications from us that we deliver to the depositary and that we are
required to furnish to the holders of the underlying preferred stock.
Limitation on Liability
Neither the
depositary nor we will be liable if either of us is prevented or delayed by law
or any circumstance beyond our control in performing our respective obligations
under the deposit agreement. Our obligations and those of the depositary
will be limited to performance in good faith of our respective duties under the
deposit agreement. Neither the depositary nor we will be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares or
underlying stock unless satisfactory indemnity is furnished. We and the
depositary may rely upon written advice of counsel or accountants, or upon
information provided by persons presenting underlying stock for deposit, holders
of depositary receipts or other persons believed to be competent and on
documents believed to be genuine.
In the event the
depositary receives conflicting claims, requests or instructions from any
holders of depositary shares, on the one hand, and us, on the other, the
depositary will be permitted to act on our claims, requests or
instructions.
Resignation and Removal of
Depositary
The depositary may
resign at any time by delivering notice to us of its election to resign.
We may remove the depositary at any time. Any resignation or removal will
take effect upon the appointment of a successor depositary and its acceptance of
the appointment. The successor depositary must be a bank or trust company
having its principal office in the United States and having a combined capital
and surplus of at least $50,000,000.
Registered Owners
We, each depositary
and any of their agents may treat the registered owner of any depositary share
as the absolute owner of that share, whether or not any payment for that
depositary share is overdue and despite any notice to the contrary, for any
purpose.
We may issue warrants
for the purchase of debt securities, preferred stock, depositary shares, common
stock, or any combination thereof. Warrants may be issued independently or
together with other securities and may be attached to or separate from any
offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent
in connection with the warrants and will not assume any obligation or
relationship of agency or trust for or with any holders or beneficial owners of
warrants.
This summary of
certain provisions of the warrants is not complete. For the complete terms
of the warrants and the warrant agreement, you should refer to the provisions of
the warrant agreement that we will file with the SEC in connection with the
offering of such warrants.
The prospectus
supplement relating to any particular issue of warrants will describe the terms
of the warrants, including the following:
-
the
title and aggregate number of warrants
-
the
offering price for the warrants, if any
-
the
designation and terms of the securities that may be purchased upon exercise of
the warrants
-
if
applicable, the designation and terms of the securities with which the
warrants are issued and the number of warrants issued with each other security
-
if
applicable, the date on and after which the warrants and the related other
securities issued therewith will be separately transferable
-
the
number or amount of securities that may be purchased upon exercise of a
warrant and the price at which the securities may be purchased upon exercise,
which may be payable in cash, securities or other property
-
the
dates on which the right to exercise the warrants begins and expires
-
if
applicable, the minimum or maximum amount of warrants that may be exercised at
any one time
-
whether
the warrants and the securities that may be issued thereunder will be issued
in registered or bearer form
-
information
with respect to book-entry procedures, if any
-
a
discussion of any material United States federal income tax
considerations
-
the
anti-dilution provisions of the warrants, if any
-
any
applicable redemption or call provisions applicable to the warrants
-
any
other terms of the warrants, including terms, procedures and limitations
relating to the exchange and exercise of the warrants.
Before their
exercise, warrants will not entitle their holders to any rights of the holders
of the securities purchasable thereunder.
We and the warrant
agent may amend or supplement the warrant agreement for a series of warrants
without the consent of the holders of the warrants issued thereunder to effect
charges that are not inconsistent with the provisions of the warrants and that
do not materially and adversely affect the interests of the holders of the
warrants.
The terms and
conditions described under “Description of Capital Stock,” “Description of Debt
Securities,” “Description of Depositary Shares,” and “Description of Warrants”
will apply to each unit and to any debt security, preferred stock, common stock,
depositary share or warrant included in each unit, respectively, unless
otherwise specified in the applicable prospectus supplement.
We
may sell securities directly to one or more purchasers or to or through
underwriters, dealers or agents or through a combination of any such methods of
sale. The applicable prospectus supplement will set forth the terms of the
offering, including the name or names of any underwriters, the purchase price
and proceeds from such sale, any underwriting discounts and other items
constituting underwriters’ compensation, the initial public offering price and
any discounts or concessions allowed, reallowed or paid to dealers, any
securities exchanges on which the securities may be listed, and any other
information we think is important.
We may distribute
securities from time to time in one or more transactions at fixed or variable
prices, at prices equal or related to prevailing market prices or at negotiated
prices. We also may directly offer and sell securities in exchange for,
among other things, our outstanding debt or equity securities.
If underwriters are
used in the sale, the underwriters will acquire the securities for their own
account. The underwriters may resell the securities periodically in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Securities
may be offered to the public through underwriting syndicates represented by one
or more managing underwriters or directly by one or more underwriters without a
syndicate. Unless otherwise set forth in the prospectus supplement, the
obligations of the underwriters to purchase securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all securities offered if any are purchased. Any initial public offering price
and any discounts or concessions allowed, reallowed or paid to dealers may be
changed from time to time. We may grant underwriters who participate in
the distribution of securities an option to purchase additional securities to
cover any over-allotments in connection with the distribution.
If a dealer is used
in an offering of securities, we may sell the securities to the dealer, as
principal. The dealer may then resell the securities to the public at
varying prices to be determined by the dealer at the time of sale.
We may offer our
equity securities into an existing trading market through agents designated by
us from time to time on the terms described in the applicable prospectus
supplement. Underwriters, dealers and agents who may participate in any
at-the-market offerings will be described in the prospectus supplement relating
thereto. Any agent involved in the offer or sale of the securities for which
this prospectus is delivered will be named, and any commissions payable by us to
that agent will be set forth, in the prospectus supplement. Unless indicated in
the prospectus supplement, the agents will have agreed to use their reasonable
best efforts to solicit purchases for the period of their appointment.
In connection with
the sale of any securities, underwriters or agents may be deemed to have
received compensation from us in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of such securities
for whom they may act as agents. Underwriters may sell any securities to
or through dealers. These dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or commissions from
the purchasers for whom they may act as agent, or both.
Dealers and agents
named in a prospectus supplement may be deemed to be underwriters of the
securities within the meaning of the Securities Act of 1933. Underwriters,
dealers and agents may be entitled under agreements entered into with us to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act, or to contribution with respect to payments that the
underwriters, dealers or agents may be required to make. Underwriters, dealers
and agents may be customers of, engage in transactions with, or perform services
for us in the ordinary course of business.
Under certain
circumstances, we may repurchase offered securities and reoffer them to the
public as set forth above. We may also arrange for repurchase and resale
of such offered securities by dealers.
If so indicated in
the prospectus supplement, we may authorize underwriters, dealers or agents to
solicit offers by certain specified institutions to purchase securities pursuant
to delayed delivery contracts providing for payment and delivery on a specified
date in the future. There may be limitations on the minimum amount that
may be purchased by an institution or on the portion of the aggregate principal
amount of the particular securities that may be sold pursuant to these
arrangements. The obligations of any purchaser under a delayed delivery
contract will not be subject to any conditions except that any related sale of
offered securities to underwriters shall have occurred and the purchase by an
institution of the securities covered by its delayed delivery contract shall not
at the time of delivery be prohibited under the laws of any jurisdiction in the
United States to which that institution is subject.
In order to
facilitate any offering of securities hereunder, any underwriters, dealers or
agents, as the case may be, involved in the offering of such securities may
engage in transactions that stabilize, maintain or otherwise affect the price of
such securities or any other securities the prices of which may be used to
determine payments on or otherwise fix rights accruing under such securities.
Specifically, the underwriters, dealers or agents, as the case may be, may
overallot in connection with the offering, creating a short position in such
securities for their own account. In addition, to cover overallotments or to
stabilize the price of such securities or any such other securities, the
underwriters, dealers or agents, as the case may be, may bid for, and purchase,
such securities or any such other securities in the open market. Finally, in any
offering of such securities through a syndicate of underwriters, the
underwriting syndicate may reclaim selling concessions allotted to an
underwriter or a dealer for distributing such securities in the offering if the
syndicate repurchases previously distributed securities in transactions to cover
syndicate short positions, in a stabilization transaction or otherwise. Any of
these activities may stabilize or maintain the market price of the securities
above independent market levels. The underwriters, dealers or agents, as the
case may be, are not required to engage in these activities, and may end any of
these activities at any time.
Except for our common
stock, none of the securities when first issued will have an established trading
market. Any underwriters, dealers or agents to or through whom the
securities are sold for public offering may make a market in the
securities. However, generally they will not be obligated to make a market
and may discontinue any market making at any time without notice. If the
securities are traded after their initial issuance, they may trade at a discount
from their initial public offering price, depending on general market
conditions, the market for similar securities, our performance and other
factors. Other than with respect to our common stock, which is currently
traded on the New York Stock Exchange, there can be no assurance that an active
public market for the securities will develop or be maintained.
The validity of the
offered securities will be passed upon by Jones, Walker, Waechter, Poitevent,
Carrère & Denègre, L.L.P., New Orleans, Louisiana. If legal matters in
connection with offerings made by this prospectus are passed on by other counsel
for us or by counsel for the underwriters of an offering of the securities, that
counsel will be named in the applicable prospectus supplement.
The consolidated
financial statements and the related financial statement schedule of CenturyTel
as of December 31, 2007 and 2006 and for each of the years in the three-year
period ended December 31, 2007 and management’s assessment of the effectiveness
of internal control over financial reporting as of December 31, 2007 have been
incorporated into this document by reference to CenturyTel’s Annual Report on
Form 10-K for the year ended December 31, 2007 in reliance upon the reports of
KPMG LLP, independent registered public accounting firm, which are incorporated
herein by reference, and upon the authority of said firm as experts in
accounting and auditing. The audit report covering the December 31, 2007
consolidated financial statements contains an explanatory paragraph regarding
the change in the method of accounting for uncertain tax positions in 2007 and
share-based payments and pension and postretirement benefits in 2006.
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