CenturyTel Prepares to Settle Equity Units.MONROE, La. -- CenturyTel, Inc. (NYSE NYSE See: New York Stock Exchange : CTL See control key. 1. CTL - Checkout Test language. 2. CTL - Compiler Target Language. 3. CTL - Computational Tree Logic ) 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 Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). 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 Share Repurchase A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued. agreements with designated investment banks The following is a list of investment banks Financial conglomerates Large financial-services conglomerates combine commercial banking and investment banking, and sometimes insurance. 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 forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . 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 Trading price The price at which a security is currently selling. 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 See broadband and broadband service provider. 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 United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Visit CenturyTel at www.centurytel.com. |
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