Last Updated: 4:30 PM, New
York City time, on August 10, 2010
Final
Purchase Price for Qwest Communications International Inc. Cash Tender Offer
for 3.50% Convertible Senior Notes due 2025
On July 13, 2010, Qwest Communications
International Inc. (the “Company”) commenced a tender offer (the “Offer”) to
purchase for cash any and all of its outstanding 3.50% Convertible Senior Notes
due 2025 (the “Convertible Notes”), upon the terms and subject to the
conditions set forth in the Company’s Offer to Purchase, dated July 13, 2010
(the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter
of Transmittal”). The Offer will expire at 5:00 PM, New York City time, on
August 12, 2010, unless the Offer is extended or earlier terminated by the
Company (as may be extended by the company, the “Expiration Date”).
The purchase price per
$1,000 principal amount of Convertible Notes offered by the Company pursuant to
the Offer has been determined in accordance with terms described in the Offer
to Purchase. The table below provides the Average VWAP (as defined below) and
the resulting purchase price per $1,000 principal amount of the Convertible
Notes determined by the pricing formula described in the Offer to Purchase. Because the purchase price determined by such
formula exceeds the maximum purchase price described in the Offer to Purchase
of $1,170.00 per $1,000 principal amount of the Convertible Notes, the purchase
price per $1,000 principal amount of Convertible Notes offered by the Company
pursuant to the Offer will be equal to such maximum purchase price.
|
Closing Trading Price of Qwest Common Stock on the New York
Stock Exchange: |
$ |
5.69 |
|
Average
VWAP:............................................................................ |
$ |
5.6143 |
|
Variable
Component of Purchase Price:................................... |
$ |
1,158.4216 |
|
Fixed
Component of Purchase Price:........................................ |
$ |
30.0000 |
|
Resulting
Purchase Price:........................................................... |
$ |
1,170.00 |
The Average VWAP set forth in
the table above is equal to the simple arithmetic average of the Daily VWAPs
(as defined below) on the preceding trading days of the Averaging Period (as
defined below) and today’s VWAP (as defined below), weighting the Daily VWAP
for each preceding trading day the same as today’s VWAP.
The “Average VWAP” means
the sum of the Daily VWAPs (as defined below) for each day of the Averaging Period (as defined below) divided by
20. The “Averaging Period” means the
period of 20 consecutive trading days beginning on July 14, 2010 and ending on
August 10, 2010. The “Daily VWAP” for
any trading day means the per share volume-weighted average price of the
Company’s common stock on the New York Stock Exchange, as displayed under the
heading “Bloomberg VWAP” on Bloomberg page Q.N <Equity> AQR (or its
equivalent successor if such page is not available), in respect of the period
from scheduled open of trading until the scheduled close of trading of the
primary trading session of the New York Stock Exchange on such trading day (or
if such volume-weighted average price is unavailable, the market value of one
share of the Company’s common stock on such trading day determined, using a
volume-weighted average method, by a nationally recognized independent
investment banking firm retained for this purpose by the Company). The Daily
VWAP is determined without regard to after hours
trading or any other trading outside of the regular trading session trading
hours.
Further information regarding the exchange offer can be found
using the links below:
Goldman, Sachs & Co. is
acting as the dealer manager for the Offer. Global Bondholder Services
Corporation is acting as the depositary for the Offer and as the information
agent for the Offer. Questions regarding the Offer may be directed to Goldman,
Sachs & Co. by telephone at (800) 828-3182 (toll free) or (212) 902-5128
(collect). Requests for copies of the Offer to Purchase and the Letter of
Transmittal may be directed to Global Bondholder Services Corporation by
telephone at (866) 540-1500 (toll free) or (212) 430-3774 (collect) or in
writing at 65 Broadway, Suite 404, New York, New York 10006.
None of the Company, its
management or board of directors, the dealer manager, the depositary or the
information agent makes any recommendation to any holder of Convertible Notes
as to whether to tender any Convertible Notes. None of the Company, its
management or board of directors, the dealer manager, the depositary or the
information agent has authorized any person to give any information or to make
any representation in connection with the Offer other than the information and
representations contained in the Offer to Purchase or in the Letter of
Transmittal. If anyone makes any recommendation or representation or gives any
such information, you should not rely upon that recommendation, representation
or information as having been authorized by the Company, the dealer manager,
the depositary or the information agent.
This webpage shall not
constitute an offer to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell securities. The Offer may be made only
pursuant to the terms and conditions of the Offer to Purchase, the Letter of
Transmittal and the other related Offer materials. An issuer tender offer
statement on Schedule TO, including the Offer to Purchase and the Letter of
Transmittal, describing the Offer has been filed with the Securities and
Exchange Commission. Holders of the Convertible Notes are encouraged to read
the Schedule TO and its exhibits carefully before making any decision with
respect to the Offer because it contains important information. The Schedule
TO, the Offer to Purchase, the Letter of Transmittal and other related Offer
materials are available free of charge at the website of the Securities and
Exchange Commission at www.sec.gov. In addition, the Company will provide
copies of the Schedule TO and related Offer materials upon request free of
charge to holders of the Convertible Notes.