CenturyLink (CTL) Announces ~$2.3B Sale of Data Centers, Colocation Business

November 4, 2016 8:32 AM EDT

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CenturyLink, Inc. (NYSE: CTL) announced that it has entered into a definitive agreement to sell its data centers and colocation business to funds advised by BC Partners, in a consortium including Medina Capital Advisors and Longview Asset Management. In exchange, CenturyLink will receive (i) $2.15 billion in cash, subject to offsets for capital lease obligations and various working capital and other adjustments, and (ii) a minority stake to be valued at $150 million in the consortium's newly-formed global secure infrastructure company, which in total represents a multiple of approximately 12 times estimated 2016 Adjusted Operating Cash Flow[1].

CenturyLink plans to use the net proceeds from this sale to partly fund its acquisition of Level 3 Communications announced on October 31, 2016. These two transactions further advance CenturyLink's strategy to improve lives by connecting people to the power of the digital world.

"After conducting a thorough review process, we are pleased to have reached an agreement with BC Partners," said Glen F. Post III, chief executive officer and president of CenturyLink. "We believe this transaction will benefit customers, employees and investors. Both CenturyLink and BC Partners have a strong customer focus and are committed to ensuring a seamless transition of the customers and their colocation environments."

CenturyLink will continue to focus on offering customers a wide range of IT services and solutions, including network, managed hosting and cloud. Though it will no longer own the data centers, CenturyLink will continue to offer colocation services as part of its product portfolio through its commercial relationships to be entered into at closing with the BC Partners/Medina-led consortium.

Justin Bateman, a managing partner at BC Partners, said, "We are excited to be acquiring CenturyLink's portfolio of data center assets. CenturyLink has built and maintained an impressive global footprint of colocation data centers that is unparalleled for a portfolio of assets of this size. Led by Manny Medina and his management team at Medina Capital, these data centers will become part of a new, global secure infrastructure platform that will meet the growing and changing needs of customers today and for the future. We thank Glen Post and the entire team at CenturyLink for their partnership, and we look forward to working together to offer all the data centers' existing customers, as well as new customers, unrivaled datacenter and colocation services."

Under terms of the agreement, the BC Partners/Medina-led consortium will assume ownership of CenturyLink's portfolio of 57 data centers at closing. The data center portfolio includes approximately 195 megawatts of power across 2.6 million square feet of raised floor capacity.

The purchase agreement contains various customary covenants for transactions of this type, including commitments of CenturyLink to indemnify the purchaser for certain taxes and other specified matters, subject to certain limitations.

The parties anticipate closing the transaction in the first quarter of 2017. The transaction is subject to regulatory approvals, including filings under the Hart-Scott-Rodino Antitrust Improvements Act and a review by the Committee on Foreign Investment in the United States, as well as other customary closing conditions.

BofA Merrill Lynch, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC are acting as CenturyLink's financial advisors and Jones Walker is acting as CenturyLink's legal advisor.

LionTree Advisors acted as financial advisor to BC Partners and its consortium investors. Latham & Watkins LLP is serving as legal advisor and PricewaterhouseCoopers is serving as accounting advisor. Citigroup, JP Morgan, Barclays, Credit Suisse, Jefferies, HSBC, Macquarie and Citizens have underwritten the debt package to finance the acquisition.

Greenberg Traurig served as legal advisor to Medina Capital. Vedder Price served as legal advisor to Longview Asset Management.



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