Filed by EMBARQ CORP
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: EMBARQ CORP
Commission File No.: 001-32732
Important Information for Investors and Stockholders
In connection with the proposed transaction, CenturyTel, Inc. (CenturyTel) will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of CenturyTel and Embarq Corporation (Embarq) that also constitute a prospectus of CenturyTel, and will be sent to the shareholders of Embarq. Investors and security holders are urged to read the joint proxy statement/prospectus and any other relevant documents filed with the SEC when they become available, because they will contain important information about Embarq, CenturyTel and the proposed transaction. The joint proxy statement/prospectus and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Embarq upon written request to Embarq Shareholder Relations, 5454 W. 110th Street Overland Park, Kansas 66211 or by calling (866) 591-1964, or from CenturyTel, upon written request to CenturyTel, 100 CenturyTel Drive, Monroe, Louisiana, 71203 Attention: Corporate Secretary.
Embarq, CenturyTel and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Embarq may be found in its 2007 Annual Report on Form 10-K filed with the SEC on February 29, 2008 and in its definitive proxy statement relating to its 2008 Annual Meeting of Shareholders filed with the SEC on March 17, 2008. Information about the directors and executive officers of CenturyTel may be found in its 2007 Annual Report on Form 10-K filed with the SEC on February 29, 2008 and definitive proxy statement relating to its 2008 Annual Meeting of Shareholders filed with the SEC on March 27, 2008. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as anticipate, may, can, believe, expect, project, intend, likely, similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are subject to numerous risks and uncertainties. There are various important factors that could cause actual outcomes and results to differ materially from those in any such forward-looking statements. These factors include, but are not limited to, the following: failure to obtain the approval of the Embarq or CenturyTel shareholders for the Merger; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory approvals; failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. Embarq and CenturyTel undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to Embarqs and CenturyTels most recent Form 10-K, 10-Q and 8-K reports.
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Merger of CenturyTel and EMBARQ October 27, 2008 |
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Safe Harbor Language Included in our presentation are certain estimates and other forward-looking statements. They are subject to uncertainties that could cause the actual results to differ materially. These and other important uncertainties related to our business are described in the Companys filings with the Securities and Exchange Commission. All information contained herein is current as of October 27, 2008, and is to be considered valid only as of October 27, 2008, regardless of the date reviewed. CenturyTel and EMBARQ will file a joint proxy statement/prospectus with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the joint proxy statement/prospectus, as well as other filings containing information about CenturyTel and EMBARQ, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to CenturyTel, 100 CenturyTel Drive, Monroe, Louisiana, 71203 Attention: Corporate Secretary, or to EMBARQ, 5454 West 110th Street, Overland Park, KS, 66211, Attention: Corporate Secretary. The respective directors and executive officers of CenturyTel and EMBARQ and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding CenturyTels directors and executive officers is available in its proxy statement filed with the SEC by CenturyTel on March 27, 2008, and information regarding Embarq directors and executive officers is available in its proxy statement filed with the SEC by EMBARQ on March 17, 2008. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. . This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information |
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Attendees Glen F. Post, III Chairman of the Board and Chief Executive Officer, CenturyTel Tom Gerke Chief Executive Officer, EMBARQ Stewart Ewing Chief Financial Officer, CenturyTel Gene M. Betts Chief Financial Officer, EMBARQ |
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Compelling for Shareholders of CenturyTel and EMBARQ Combination of CenturyTel and EMBARQ creates a leading communications company Operations in 33 states with approximately 8 million access lines and 2 million broadband
customers Pro forma revenue of $8.8 billion and EBITDA of $3.8 billion (1) Enhanced financial profile Accretive to free cash flow on an as realized basis in first full year post-closing Sound capital structure with pro forma leverage of 2.1x (incl. run rate synergies) (2) Dividend payout ratio of ~50% and expectation to return substantial capital to shareholders
Significant cost savings and operating efficiencies Annual run rate synergies of approximately $400 million Ability to leverage best practices between the two companies Highly experienced leadership team Bill Owens, Non-executive Chairman Glen Post, CEO Tom Gerke, Executive Vice Chairman Karen Puckett, COO Stewart Ewing, CFO 1. Data as of September 30, 2008 for CenturyTel and EMBARQ 2. Includes ~$400 million of anticipated run rate synergies |
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Transaction Summary 34% CenturyTel shareholders / 66% EMBARQ shareholders Pro Forma Ownership: $11.6 billion, including net debt of $5.8 billion as of 09/30/08 Transaction Value: Approximately $400 million of annual run rate synergies Estimated Synergies: 4.5x / 3.9x LTM EBITDA (before / after run rate synergies) 6.0x / 4.7x LTM Free Cash Flow (before / after run rate synergies) Estimated Transaction Multiples: $800 million of committed financing to refinance EMBARQ bank debt facilities and for general corporate purposes Financing: 2.1x (incl. run rate synergies) / 2.3x (excluding synergies) Pro Forma Leverage: Annual dividend of $2.80 per share, approximately 50% pay-out ratio Dividend Policy: 1.37 shares of CenturyTel stock per share of EMBARQ stock Exchange Ratio: HSR, FCC, Certain State Regulatory Approvals and CenturyTel and EMBARQ shareholder approvals and other customary conditions Closing Conditions: All stock combination Transaction Structure: |
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A Leading Communications Company LightCore Fiber Network EMBARQ CenturyTel Operations in 33 states Approximately 8 million access lines, 2 million broadband customers and 97k fiber miles
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Premier Communications Company LTM Revenue ($ billions) (1) LTM EBITDA ($ billions) (1) Broadband Customers (millions) (1) 7.9 3.1 2.3 1.5 0.0 2.0 4.0 6.0 8.0 10.0 Newco WIN FTR FRP Access Lines (millions) (1) 2.0 0.9 0.6 0.3 0.0 0.5 1.0 1.5 2.0 2.5 Newco WIN FTR FRP 8.8 3.3 2.3 1.5 0.0 2.0 4.0 6.0 8.0 10.0 Newco WIN FTR FRP 3.8 1.7 1.2 0.5 0.0 1.0 2.0 3.0 4.0 5.0 Newco WIN FTR FRP 1. Data as of September 30, 2008 for CenturyTel and EMBARQ and June 30, 2008 for WIN, FTR and FRP 2. FairPoint statistics pro forma for VZ Northern New England transaction (2) (2) |
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Key Pro Forma Metrics (1) Results pro forma for Madison River acquisition 2.22x $5,757 $795 41.8% $2,598 $6,222 23.7% 1,388 5,853 EMBARQ 2.30x $8,843 $1,122 43.5% $3,844 $8,835 25.5% 2,016 7,894 Pro Forma w/o Synergies 2,041 Access Lines (000s) 628 Broadband Customers (000s) 30.8% Penetration $327 Capital Expenditures 47.7% EBITDA Margin % $2,613 LTM Revenue $1,246 LTM EBITDA 2.48x Net Leverage $3,086 Net Debt CenturyTel (1) (as of 09/30/08, $ in millions) As of September 30, 2008 |
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Clear, Achievable Synergies Operating Cost Savings Capex Synergies Other Synergies Integration Expenses ~ $275 million (one-time) Realization of synergies Network integration ~ $75 million annually Increased broadband penetration Introduction of new products ~ $30 million annually Increased purchasing power ~ $300 million annually Headquarters / Corporate Network and Operational Efficiencies IT Support Increased Purchasing Power Advertising |
10 Governance Glen Post CEO; Tom Gerke Executive Vice Chairman; Karen Puckett COO; and Stewart Ewing CFO Bill Owens Non-executive Chairman and Harvey Perry Non-executive Vice Chairman Headquarters in Monroe, Louisiana Significant operating presence in Overland Park, Kansas 15 member board 8 current CenturyTel directors 7 current EMBARQ directors Name and brand of combined company to be determined prior to close |
11 Great Strategic Combination Significantly enhances financial and operational scale ~ 8 million access lines and 2 million broadband customers $8.8 billion of revenue and $3.8 billion of EBITDA Enhances shareholder value and financial flexibility Significant synergies Accretive in the first full year post-closing Expectation of returning substantial capital to shareholders Sound capital structure Combined company well positioned strategically and competitively Diversification of markets and revenue Leverage of core, high-quality network resources Customer service and marketing efficiencies through integrated systems Improved competitive positioning |
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