EMBARQ’s Acquisition by CenturyTel

On October 27, 2008, CenturyTel, Inc. and EMBARQ Corporation announced that their Boards of Directors have approved a definitive agreement under which CenturyTel will acquire EMBARQ in a tax-free, stock-for-stock transaction to create one of the leading communications companies in the United States. The transaction reflects an enterprise value of approximately $11.6 billion, including the assumption of $5.8 billion of EMBARQ’s debt. Upon closing of the transaction, EMBARQ shareholders are expected to own approximately 66% and CenturyTel shareholders are expected to own approximately 34% of the combined company. The two companies have a combined operating presence in 33 states, with approximately eight million access lines and two million broadband customers.

The lawyers involved in this matter are partners Robert I. Townsend III and George F. Schoen and associates Andrew B. Gaies, Kylie M. Lane and Aaron Gruber on corporate matters; partner Lauren Angelilli and associates Edward S. Wei and Sonia Rodriguez Garcia on tax matters; partner Eric W. Hilfers and associate Jarrett R. Hoffman on executive compensation and benefits matters; and partners B. Robbins Kiessling, James D. Cooper and Tatiana Lapushchik on financing matters.