QWESTCORPORATION PRICE DETERMINATION AGREEMENT
Exhibit 1.2
EXECUTION VERSION
QWEST CORPORATION
PRICE DETERMINATION AGREEMENT
April 18, 2017
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
MORGAN STANLEY & CO. LLC
RBC CAPITAL MARKETS, LLC
WELLS FARGO SECURITIES, LLC
As Representatives of the several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
RBC Capital Markets, LLC
Three World Financial Center
200 Vesey Street, 8th Floor
New York, New York 10281
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated April 18, 2017 (the Underwriting Agreement), between Qwest Corporation, a Colorado corporation (the Company), and the Underwriters named in Schedule I thereto (the Underwriters). The Underwriting Agreement provides for the sale to the Underwriters, and the purchase by the Underwriters, severally but not jointly, from the Company, subject to the terms and conditions set forth therein, of $575,000,000 aggregate principal amount of the Companys 6.75% Notes due 2057 (the Initial Securities) to be issued pursuant to an Indenture dated as of October 15, 1999, between the Company (formerly named US WEST Communications, Inc.) and Bank of New York Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A. and J.P. Morgan Trust Company, National Association), as amended and supplemented to the date hereof, and as will be further supplemented by the Seventeenth Supplemental Indenture between the Company and U.S. Bank National Association, as trustee, to be dated as of April 27, 2017 relating to the Securities (as defined herein). This Agreement is the Price Determination Agreement referred to in the Underwriting Agreement.
For all purposes of the Underwriting Agreement, Time of Sale means 4:45 p.m. (New York City time) on the date of this Price Determination Agreement.
Pursuant to Section 1(b) of the Underwriting Agreement, the undersigned agree with the Underwriters that the purchase price for the Initial Securities to be paid by the Underwriters shall be 96.85% of the aggregate principal amount of the Initial Securities set forth opposite the names of the Underwriters in Schedule I attached thereto for retail sales (aggregating to a $551,802,875 purchase price in respect of $569,750,000 aggregate principal amount of such sales); provided that such purchase price will be 98.00% of the aggregate principal amount of the Securities sold by the Underwriters to certain institutions (aggregating to a $5,145,000 purchase price in respect of $5,250,000 aggregate principal amount of such sales). In addition, pursuant to the terms, conditions and limitations of Section 1(c) of the Underwriting Agreement, the Company hereby grants to the Underwriters an option to purchase up to an additional $86,250,000 aggregate principal amount of the Companys 6.75% Notes due 2057 (the Option Securities and, together with the Initial Securities, the Securities).
The Company represents and warrants to the Underwriters that the representations and warranties of the Company set forth in Section 3 of the Underwriting Agreement are accurate as though expressly made at and as of the date hereof.
THE RIGHTS AND DUTIES OF THE PARTIES TO THIS PRICE DETERMINATION AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT MIGHT CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
This Price Determination Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.
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If the foregoing is in accordance with your understanding of the agreement among the Underwriters and the Company, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts and together with the Underwriting Agreement shall be a binding agreement among the Underwriters and the Company in accordance with its terms and the terms of the Underwriting Agreement.
Very truly yours, | ||
QWEST CORPORATION | ||
By: | /s/ R. Stewart Ewing, Jr. | |
Name: | ||
Title: |
Confirmed as of the date first above mentioned: | ||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||||
Morgan Stanley & Co. LLC | ||||
RBC Capital Markets, LLC | ||||
Wells Fargo Securities, LLC | ||||
As Representatives of the several Underwriters | ||||
By: | Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||
By: | /s/ Keith Harman | |||
Name: Keith Harman | ||||
Title: Managing Director | ||||
By: | Morgan Stanley & Co. LLC | |||
By: | /s/ Yurij Slyz | |||
Name: Yurij Slyz | ||||
Title: Executive Director |
Signature Page to the Price Determination Agreement
By: | RBC Capital Markets, LLC | |||
By: | /s/ Scott G. Primrose | |||
Name: | Scott G. Primrose | |||
Title: | Authorized Signatory | |||
By: | Wells Fargo Securities, LLC | |||
By: | /s/ Carolyn Hurley | |||
Name: | Carolyn Hurley | |||
Title: | Director |
Signature Page to the Price Determination Agreement