MONROE, La.--(BUSINESS WIRE)--May 13, 2005--CenturyTel, Inc.
(NYSE: CTL) announced today that it will issue approximately 12.9
million shares of common stock on May 16, 2005 in exchange for
approximately $398.2 million of net proceeds in full settlement of its
obligations under the equity units that it publicly sold in May 2002
(NYSE: CTLPrA). Based on a pricing formula agreed to in 2002, each of
the approximately 15.9 million outstanding equity units will entitle
the holder to receive 0.8088 of a share of CenturyTel
common stock on
May 16, 2005.
To mitigate dilution from the May 16 stock issuances, CenturyTel's
board has authorized the Company to enter into accelerated share
repurchase agreements with designated investment banks to repurchase
up to 12.9 million shares of its outstanding common stock. CenturyTel
also retains authority to purchase common stock between now and the
date it initiates its accelerated share program under its $200 million
repurchase program announced in February 2005, of which approximately
$140 million remained available as of March 31, 2005.
CenturyTel
intends to initiate its accelerated share program no
later than May 31, 2005. Upon initiation of the program, CenturyTel
expects to purchase enough shares to offset the number to be issued on
May 16, 2005. CenturyTel
intends to fund its repurchases principally
with the net proceeds that it will receive from the equity unit
holders on May 16, 2005.
After they sell shares to CenturyTel
, the Company's investment
banks will purchase an equivalent amount of CenturyTel
shares in the
open market over the next several months. Upon completion of these
repurchases, CenturyTel
anticipates that it may receive from, or be
required to pay, the investment banks a price adjustment based
principally upon the actual cost of the shares repurchased by the
investment banks. CenturyTel
expects to announce the final terms of
its accelerated share repurchases after they have been completed.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities.
This press release includes certain forward-looking statements.
Actual results may differ materially from those in the forward-looking
statements. Factors that could affect actual results include but are
not limited to the possibility of unforeseen near-term cash
requirements, the inability to agree upon accelerated share repurchase
agreements with investment banks on terms acceptable to CenturyTel
,
changes in the trading price of CenturyTel's
securities, changes in
general market, economic or industry conditions impacting the ability
or willingness of the Company to repurchase stock, or other risks
referenced from time to time in the Company's filings with the
Securities and Exchange Commission. You should not place undue
reliance on these forward-looking statements, which speak only as of
the date of this press release.
CenturyTel, Inc.
(NYSE: CTL) provides a full range of local, long
distance, Internet and broadband services to consumers in 22 states.
Included in the S&P 500 Index, CenturyTel
is a leading provider of
integrated communications services to rural areas and small to
mid-size cities in the United States. Visit CenturyTel
at
www.centurytel.com.
CONTACT: CenturyTel, Inc.
, Monroe
Media Contact:
Annmarie Sartor, 318-388-9671
annmarie.sartor@centurytel.com
or
Investor Contact:
Tony Davis, 318-388-9525
tony.davis@centurytel.com
www.centurytel.com
SOURCE: CenturyTel, Inc.