000001892600000686220000794323falsetrue 0000018926 2024-09-03 2024-09-03 0000018926 lumn:QwestCorporationMember 2024-09-03 2024-09-03 0000018926 lumn:Level3ParentLlcMember 2024-09-03 2024-09-03 0000018926 us-gaap:PreferredStockMember 2024-09-03 2024-09-03 0000018926 lumn:QwestCorporationMember lumn:SixPointFivePercentNotesDue2056Member 2024-09-03 2024-09-03 0000018926 lumn:QwestCorporationMember lumn:SixPointSevenFivePercentNotesDue2057Member 2024-09-03 2024-09-03 0000018926 us-gaap:CommonStockMember 2024-09-03 2024-09-03
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 3, 2024
 
 
 
LOGO
Lumen Technologies, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Louisiana
 
001-7784
 
72-0651161
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
100 CenturyLink Drive
 
Monroe
,
Louisiana
 
71203
(Address of principal executive offices)
 
(Zip Code)
(
318
)
388-9000
(Registrant’s telephone number, including area code)
 
 
Level 3 Parent, LLC
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
001-35134
 
47-0210602
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
931 14th Street
 
Denver, Colorado
 
80202-2994
(Address of principal executive offices)
 
(Zip Code)
(
720
)
888-1000
(Registrant’s telephone number, including area code)
 
 
Qwest Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Colorado
 
001-03040
 
84-0273800
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
100 CenturyLink Drive
 
Monroe
,
Louisiana
 
71203
(Address of principal executive offices)
 
(Zip Code)
(
318
)
388-9000
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Registrant
 
Title of Each Class
 
Trading
Symbol
 
Name of Each Exchange
on Which Registered
Lumen Technologies, Inc.   Common Stock, par value $1.00 per share   LUMN   New York Stock Exchange
Lumen Technologies, Inc.   Preferred Stock Purchase Rights  
N/A
  New York Stock Exchange
Qwest Corporation   6.5% Notes due 2056   CTBB   New York Stock Exchange
Qwest Corporation   6.75% Notes due 2057   CTDD   New York Stock Exchange
Indicate by check mark whether any registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 

Item 8.01
Other Events.
Exchange Offer Transactions
On September 3, 2024, Lumen Technologies, Inc. (the “Company”) issued a press release announcing that the Company and its indirect, wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3”), each commenced a series of exchange offers for certain of their outstanding unsecured notes (the “Exchange Offers”).
In connection with the Exchange Offers, the Company is offering to exchange its outstanding (i) 5.125% senior notes due 2026 for its newly-issued 10.000% secured notes due 2032 (the “New Lumen Notes”) and certain cash consideration, as applicable, (ii) 4.000% senior secured notes due 2027 (unsecured) for New Lumen Notes, (iii) 6.875% debentures, series G, due 2028 for New Lumen Notes, and (iv) 4.500% senior notes due 2029 (such existing notes, together with the 5.125% senior notes due 2026, 4.000% senior secured notes due 2027 (unsecured) and 6.875% debentures, series G, due 2028, the “Subject Lumen Notes”) for New Lumen Notes. Subject to the terms and conditions specified in the applicable Offering Memorandum (as defined below), including the acceptance priority levels, the maximum aggregate principal amount of New Lumen Notes that Lumen may issue in exchange for Subject Lumen Notes will not exceed $500,000,000 and the maximum aggregate principal amount of New Lumen Notes that Lumen may issue in exchange for 4.500% senior notes due 2029 will not exceed $100,000,000.
In connection with the Exchange Offers, Level 3 is offering to exchange its outstanding (i) 3.400% senior secured notes due 2027 (unsecured) for its newly-issued 10.000% second lien notes due 2032 (the “New Level 3 Notes” and, together with the New Lumen Notes, the “New Notes”), (ii) 4.625% senior notes due 2027 for New Level 3 Notes, and (iii) 4.250% senior notes due 2028 (such existing notes, together with the 3.400% senior secured notes due 2027 (unsecured) and 4.625% senior notes due 2027, the “Subject Level 3 Notes” and, together with the Subject Lumen Notes, the “Subject Notes”) for New Level 3 Notes. Subject to the terms and conditions specified in the applicable Offering Memorandum (as defined below), including the acceptance priority levels, the maximum aggregate principal amount of New Level 3 Notes that Level 3 may issue in exchange for the Subject Level 3 Notes will not exceed $350,000,000.
The Exchange Offers are being made solely in accordance with, and subject to the terms and conditions set forth in, private offering memoranda for the Company and Level 3 respectively, each dated as of September 3, 2024 (each, the “Offering Memorandum” or collectively, the “Offering Memoranda”).
Each Exchange Offer will expire at 5:00 p.m., New York City time, on October 1, 2024, unless extended or earlier terminated by the Company or Level 3, as applicable, conditioned upon the satisfaction or, if applicable, waiver of, the conditions thereto.
The New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and therefore will be subject to restrictions on transferability and resale. The Company and Level 3 do not intend to register any of the New Notes under the Securities Act or the securities laws of any other jurisdiction and are not providing registration rights.
The Exchange Offers will only be made, and the New Notes are only being offered and will only be issued, to Eligible Holders of Subject Notes. An Eligible Holder of Subject Notes is a beneficial owner of Subject Notes that (i) makes the certifications in the eligibility certification that it is a (a) “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or
(b) non-U.S.
person outside the United States (as defined in Rule 902 under the Securities Act) who is a
“non-U.S.
qualified offeree” (as defined in the eligibility letter described in the applicable Offering Memorandum), would not be acquiring New Notes and any cash consideration (as applicable) for the account or benefit of a U.S. person and would be participating in any transaction in accordance with Regulation S under the Securities Act, or (ii) in the case of Canadian residents, also makes the certifications in the Canadian certification that it is (a) an “accredited investor” as defined in section 73.3(1) of the
Securities Act
(Ontario), or National Instrument
45-106
-
Prospectus Exemptions
, as applicable, and (b) a “permitted client” as defined in National Instrument
31-103
-
Registration
Requirements, Exemptions and Ongoing Registrant Obligations
.
The foregoing is a summary of the material terms of the Exchange Offers and does not purport to be complete, and is subject to, and qualified by, the above-referenced press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01, and the terms of the Exchange Offers set forth in the Offering Memoranda.
 
1

No Offer or Solicitation
Neither this Current Report on Form
8-K
nor the press release attached hereto as Exhibit 99.1 constitutes either (i) an offer to sell, or a solicitation of an offer to buy, the New Notes, (ii) an offer to buy, or a solicitation of an offer to sell, the Subject Notes, or (iii) a solicitation to participate in the Exchange Offers, which are being made solely in accordance with the Offering Memoranda. The Offering Memoranda do not constitute an offer of the New Notes, or a solicitation to participate in the Exchange Offers, to any person in any jurisdiction in which it would be unlawful to make such offer or solicitation or the Exchange Offers under applicable securities laws or blue sky laws.
Cautionary Statements Concerning Forward-Looking Statements
Except for historical and factual information, the matters set forth in this current report on Form
8-K
and other oral or written statements identified by words such as “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” “will,” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, are inherently speculative, and are subject to a number of assumptions, risks, and uncertainties, many of which are beyond the control of the Company and Level 3. Actual events and results may differ materially from those anticipated, estimated, projected, or implied by the Company and Level 3 in those statements if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: the ability of the Company and Level 3 to consummate the Exchange Offers; the possibility that the eligible holders will not be receptive to the Exchange Offers; corporate developments that could preclude, impair, or delay the aforementioned transactions due to restrictions under the federal securities laws; changes in the credit ratings of the Company or Level 3; changes in the cash requirements, financial position, financing plans, or investment plans of the Company or Level 3; changes in general market, economic, tax, regulatory, or industry conditions; and other risks referenced from time to time in filings with the U.S. Securities and Exchange Commission of the Company or Level 3 Parent, LLC. You are cautioned not to unduly rely upon any forward-looking statements of the Company or Level 3, which speak only as of the date made. The Company and Level 3 undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise. Furthermore, any information about the intentions of the Company and Level 3 contained in any forward-looking statements reflects the intentions of such companies as of the date of such forward-looking statement, and are based upon, among other things, existing regulatory, technological, industry, competitive, economic, and market conditions, and their assumptions, as of such date. The Company or Level 3 may change its intentions, strategies, or plans (including its capital allocation plans) at any time and without notice, based upon any changes in such factors, in its assumptions or otherwise.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits:
 
Exhibit

No.
  
Description
99.1    Press Release dated September 3, 2024.
104    Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)
 
2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc., Level 3 Parent, LLC, and Qwest Corporation have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
       
LUMEN TECHNOLOGIES, INC.
Dated: September 3, 2024     By:  
/s/ Chris Stansbury
            Chris Stansbury
            Executive Vice President, Chief Financial Officer
       
LEVEL 3 PARENT, LLC
Dated: September 3, 2024     By:  
/s/ Chris Stansbury
            Chris Stansbury
            Executive Vice President, Chief Financial Officer
       
QWEST CORPORATION
Dated: September 3, 2024     By:  
/s/ Chris Stansbury
            Chris Stansbury
            Executive Vice President, Chief Financial Officer
 
3

Exhibit 99.1

Lumen Announces Exchange Offers for Unsecured Notes of Lumen and Level 3

DENVER, Sept. 3, 2024 /PRNewswire/ — Lumen Technologies, Inc. (NYSE: LUMN) (“Lumen”) announced that it has commenced offers to exchange newly-issued superpriority senior secured notes for certain of its outstanding unsecured senior notes. In addition, Lumen also announced that Level 3 Financing, Inc., its indirect, wholly-owned subsidiary (“Level 3” and, together with Lumen, the “Issuers”), has commenced offers to exchange newly-issued second lien secured notes for certain of its outstanding unsecured senior notes.

Lumen Exchange Offers

Lumen is offering to exchange (collectively, the “Lumen Exchange Offers”) its outstanding:

 

  1.

5.125% Senior Notes due 2026 (the “2026 Lumen Notes”) for its newly-issued 10.000% Secured Notes due 2032 (the “New Lumen Notes”) and certain cash consideration, as applicable;

 

  2.

4.000% Senior Secured Notes due 2027 (Unsecured) (the “2027 Lumen Notes”) for New Lumen Notes;

 

  3.

6.875% Debentures, Series G, due 2028 (the “2028 Lumen Notes”) for New Lumen Notes; and

 

  4.

4.500% Senior Notes due 2029 (the “2029 Lumen Notes” and, together with the 2026 Lumen Notes, the 2027 Lumen Notes and the 2028 Lumen Notes, the “Subject Lumen Notes”) for New Lumen Notes.

Subject to the terms and conditions of the Lumen Exchange Offers, the maximum aggregate principal amount of the New Lumen Notes that Lumen may issue in exchange for Subject Lumen Notes will not exceed $500,000,000 (the “Lumen Notes Cap”), and the maximum aggregate principal amount of the New Lumen Notes that Lumen may issue in exchange for the 2029 Lumen Notes will not exceed $100,000,000 (the “New Notes Series Cap”). The following table sets forth the acceptance priority level (“Acceptance Priority Level”) for each series of Subject Lumen Notes and the applicable consideration offered for such series in the applicable Lumen Exchange Offer. On the terms further described below, the Subject Lumen Notes will be exchanged in accordance with the assigned Acceptance Priority Levels described in the table below, with 1 being the highest and 4 being the lowest.

 

                             Exchange Consideration per $1,000
Principal Amount of Subject Lumen Notes Tendered
 
                             Early Exchange
Consideration for Subject
Notes Tendered and Not
Withdrawn at or Prior to
the Early Tender Time
     Late Exchange Consideration
for Subject Notes Tendered
After the Early Tender
Time and at or Prior to the
Expiration Time
 

Subject Lumen

Notes to be

Exchanged

   CUSIP Number(s)    Aggregate
Outstanding
Principal
Amount
     Acceptance
Priority
Level
   New Notes
Series Cap
     New Lumen
Notes (Principal
Amount)
     Cash      New Lumen
Notes (Principal
Amount)
     Cash  

2026 Lumen Notes

   156700 BB1 /
U1566P AB1
   $ 149,510,000      1      N/A      $ 900      $ 100      $ 900      $ 0  

2027 Lumen Notes

   156700 BC9 /
U1566P AC9
   $ 232,472,000      2      N/A      $ 975        N/A      $ 875        N/A  

2028 Lumen Notes

   156686 AM9    $ 242,423,000      3      N/A      $ 895        N/A      $ 795        N/A  

2029 Lumen Notes

   156700 BD7 /
U1566P AD7
   $ 409,319,000      4    $ 100,000,000      $ 700        N/A      $ 600        N/A  

Except as described in the following paragraph and subject to the New Notes Series Cap, all Subject Lumen Notes validly tendered and not validly withdrawn having a higher Acceptance Priority Level will be accepted for exchange before any Subject Lumen Notes tendered having a lower Acceptance Priority Level will be accepted for exchange. Once all Subject Lumen Notes tendered in a certain Acceptance Priority Level have been accepted for exchange, Subject Lumen Notes from the next Acceptance Priority Level may be accepted for exchange. If the remaining portion of the Lumen Notes Cap or the New Notes Series Cap, as applicable, is adequate to exchange some but not all of the aggregate principal amount of Subject Lumen Notes tendered within an Acceptance Priority Level, Subject Lumen Notes tendered for exchange in that Acceptance Priority Level will be accepted for exchange on a pro rata basis, based on the aggregate principal amount of Subject Lumen Notes tendered with respect to that Acceptance Priority Level and, in the case of the Lumen Notes Cap (but not the New Notes Series Cap), no Subject Lumen Notes with a lower Acceptance Priority Level will be accepted for exchange.


Notwithstanding the foregoing and subject to the New Notes Series Cap, all Subject Lumen Notes that are validly tendered in a Lumen Exchange Offer at or prior to the Early Tender Time (as defined below) will have priority over Subject Lumen Notes that are validly tendered after the Early Tender Time, even if such Subject Lumen Notes tendered after the Early Tender Time have a higher Acceptance Priority Level than the Subject Lumen Notes tendered at or prior to the Early Tender Time and even if Lumen elects to forego an Early Settlement Date (as defined below). If the principal amount of Subject Lumen Notes validly tendered at or prior to the Early Tender Time constitutes a principal amount of Subject Lumen Notes that, if accepted for exchange by Lumen, would result in it issuing New Lumen Notes having an aggregate principal amount equal to or in excess of the Lumen Notes Cap, subject to the New Notes Series Cap (as applicable), Lumen will not accept any Subject Lumen Notes tendered for exchange after the Early Tender Time, regardless of the Acceptance Priority Level of such Subject Lumen Notes, unless Lumen increases the Lumen Notes Cap, or the New Notes Series Cap (as applicable), which it is permitted to do at any time in its sole discretion.

The Lumen Exchange Offers are being made solely in accordance with, and are subject to the terms and conditions set forth in, Lumen’s offering memorandum, dated September 3, 2024 (the “Lumen Offering Memorandum”).

The New Lumen Notes will be, subject to the receipt of the regulatory approvals described in the Lumen Offering Memorandum, secured by the same collateral and guaranteed by the same entities that secure and guarantee Lumen’s outstanding superpriority senior secured notes. In addition, the restrictive covenants and events of default governing the New Lumen Notes will be substantially similar to those applicable to Lumen’s outstanding superpriority secured notes, as further described in the Lumen Offering Memorandum.

Level 3 Exchange Offers

Level 3 is offering to exchange (collectively, the “Level 3 Exchange Offers” and, together with the Lumen Exchange Offers, the “Exchange Offers”) its outstanding:

 

  1.

3.400% Senior Secured Notes due 2027 (Unsecured) (the “3.400% Level 3 Notes”) for its newly-issued 10.000% Second Lien Notes due 2032 (the “New Level 3 Notes” and, together with the New Lumen Notes, the “New Notes”);

 

  2.

4.625% Senior Notes due 2027 (the “4.625% Level 3 Notes”) for New Level 3 Notes; and

 

  3.

4.250% Senior Notes due 2028 (the “4.250% Level 3 Notes” and, together with the 3.400% Level 3 Notes and the 4.625% Level 3 Notes, the “Subject Level 3 Notes” and, together with the Subject Lumen Notes, the “Subject Notes”) for New Level 3 Notes.

Subject to the terms and conditions of the Level 3 Exchange Offers, the maximum aggregate principal amount of the New Level 3 Notes that Level 3 may issue in exchange for Subject Level 3 Notes will not exceed $350,000,000 (the “Level 3 Notes Cap”). The following table sets forth the Acceptance Priority Level for each series of Subject Level 3 Notes and the applicable consideration offered for such series in the applicable Level 3 Exchange Offer. On the terms further described below, the Subject Level 3 Notes will be exchanged in accordance with the assigned Acceptance Priority Levels described in the table below, with 1 being the highest and 3 being the lowest.

 

                      Principal Amount of New Level 3 Notes
per $1,000 Principal Amount of Subject  Level 3
Notes Tendered
 
                      Early Exchange
Consideration for
Subject Notes
Tendered and Not
Withdrawn at or
Prior to the Early
Tender Time
     Late Exchange
Consideration for
Subject Notes Tendered
After the Early Tender
Time and at or Prior to

the Expiration Time
 

Subject Level 3 Notes

to be Exchanged

   CUSIP Number(s)    Aggregate
Outstanding Principal
Amount
     Acceptance
Priority Level

3.400% Level 3 Notes

   527298 BP7 /
U52783 AU8
   $ 82,289,000      1    $ 980      $ 880  

4.625% Level 3 Notes

   527298 BN2 /
U52783 AT1
   $ 393,770,000      2    $ 980      $ 880  

4.250% Level 3 Notes

   527298 BR3 /
U52783 AW4
   $ 488,098,000      3    $ 860      $ 760  

Except as described in the following paragraph, all Subject Level 3 Notes validly tendered and not validly withdrawn having a higher Acceptance Priority Level will be accepted for exchange before any Subject Level 3 Notes tendered having a lower Acceptance Priority Level will be accepted for exchange. Once all Subject Level 3 Notes tendered in a certain Acceptance Priority Level have been accepted for exchange, Subject Level 3 Notes from the next Acceptance Priority Level may be accepted for exchange. If the remaining portion of the Level 3 Notes Cap is adequate to exchange some but not all of the aggregate principal amount of Subject Level 3 Notes tendered within an Acceptance Priority Level, Subject Level 3 Notes tendered for exchange in that Acceptance Priority Level will be accepted for exchange on a pro rata basis, based on the aggregate principal amount of Subject Level 3 Notes tendered with respect to that Acceptance Priority Level and no Subject Level 3 Notes with a lower Acceptance Priority Level will be accepted for exchange.

 

2


Notwithstanding the foregoing, all Subject Level 3 Notes that are validly tendered in a Level 3 Exchange Offer at or prior to the Early Tender Time will have priority over Subject Level 3 Notes that are validly tendered after the Early Tender Time, even if such Subject Level 3 Notes tendered after the Early Tender Time have a higher Acceptance Priority Level than the Subject Level 3 Notes tendered at or prior to the Early Tender Time and even if Level 3 elects to forego an Early Settlement Date. If the principal amount of Subject Level 3 Notes validly tendered at or prior to the Early Tender Time constitutes a principal amount of Subject Level 3 Notes that, if accepted for exchange by Level 3, would result in it issuing New Level 3 Notes having an aggregate principal amount equal to or in excess of the Level 3 Notes Cap, Level 3 will not accept any Subject Level 3 Notes tendered for exchange after the Early Tender Time, regardless of the Acceptance Priority Level of such Subject Level 3 Notes, unless Level 3 increases the Level 3 Notes Cap, which it is permitted to do at any time in its sole discretion.

The Level 3 Exchange Offers are being made solely in accordance with, and are subject to the terms and conditions set forth in, Level 3’s offering memorandum, dated September 3, 2024 (the “Level 3 Offering Memorandum” and, together with the Lumen Offering Memorandum, the “Offering Memoranda” or, individually, an “Offering Memorandum”).

The New Level 3 Notes will be, subject to the receipt of the regulatory approvals described in the Level 3 Offering Memorandum, secured by the same collateral and guaranteed by the same entities that secure and guarantee Level 3’s outstanding second lien notes. In addition, the restrictive covenants and events of default governing the New Level 3 Notes will be substantially similar to those applicable to Level 3’s outstanding second lien notes, as further described in the Level 3 Offering Memorandum.

Expiration Time and Withdrawal Deadline

Subject to the terms and conditions of the Offering Memoranda, each $1,000 of Subject Notes that is validly tendered and not validly withdrawn at or prior to 5:00 P.M., New York City time, on September 16, 2024 (such date and time, as it may be extended by the applicable Issuer, the “Early Tender Time”) or that is validly tendered after the Early Tender Time but at or prior to 5:00 P.M., New York City time, on October 1, 2024, unless it is extended or earlier terminated by the applicable Issuer (such date and time, as it may be extended by the applicable Issuer, the “Expiration Time”) and that is accepted by the applicable Issuer, will be entitled to receive the consideration shown in the applicable table above under the columns beginning with “Early Exchange Consideration” and “Late Exchange Consideration,” respectively.

In addition, holders of Subject Notes will be entitled to accrued but unpaid interest with respect to such series of Subject Notes from the latest applicable interest payment date to, but excluding, the date on which such Subject Notes are exchanged for New Notes (such date, the “Settlement Date”), subject to adjustments in certain limited circumstances described in the applicable Offering Memorandum.

The final Settlement Date for each Exchange Offer is expected to be on or about the third business day following the Expiration Time, subject to all conditions to such Exchange Offer having been satisfied or waived by the applicable Issuer.

Each Exchange Offer will expire at the Expiration Time. Subject Notes that are tendered may not be withdrawn after 5:00 P.M., New York City time, on September 16, 2024 (such date and time with respect to an Exchange Offer, as the same may be extended by the applicable Issuer in its sole discretion, the “Withdrawal Deadline”).

Each Issuer may elect, in its sole discretion, to settle any or all of the Exchange Offers for any or all of the applicable series of Subject Notes and issue the applicable New Notes with respect to such Subject Notes validly tendered at or prior to the Early Tender Time (and not validly withdrawn) at any time after the Early Tender Time and at or prior to the Expiration Time (the “Early Settlement Date”), subject to certain limitations, including those described in the next paragraph. Such Early Settlement Date will be determined at the applicable Issuer’s option and, if elected, would be expected to occur on or after September 24, 2024, subject to all conditions to the applicable Exchange Offer having been satisfied or waived by the applicable Issuer.

If an Issuer elects to schedule an Early Settlement Date for any of the applicable Lumen Exchange Offers or Level 3 Exchange Offers, such Issuer will also schedule the same Early Settlement Date for the other applicable Lumen Exchange Offers or Level 3 Exchange Offers, respectively, that remain pending. If an Issuer schedules a Final Settlement Date for any of the applicable Lumen Exchange Offers or Level 3 Exchange Offers, such Issuer will schedule the same Final Settlement Date for the other applicable Lumen Exchange Offers or Level 3 Exchange Offers, respectively, that remain pending. The scheduling of an Early Settlement Date or Final Settlement Date for the Lumen Exchange Offers will not require the scheduling of an Early Settlement Date or Final Settlement Date for the Level 3 Exchange Offers, and the scheduling of an Early Settlement Date or Final Settlement Date for the Level 3 Exchange Offers will not require the scheduling of an Early Settlement Date or Final Settlement Date for the Lumen Exchange Offers.

Lumen may amend, extend, terminate or withdraw any or all of the Lumen Exchange Offers (including by modifying the amount of the Lumen Notes Cap or New Notes Series Cap), and Level 3 may amend, extend, terminate or withdraw any or all of the Level 3 Exchange Offers (including by modifying the amount of the Level 3 Notes Cap), in each case, (i) in their sole discretion without extending the applicable Withdrawal Deadline or amending the withdrawal rights of any applicable Eligible Holder (as defined below), and (ii) regardless of whether any other Exchange Offer is amended, extended, terminated or withdrawn.

 

3


Conditions to Exchange Offers

Each Exchange Offer is conditioned on the satisfaction or waiver of certain conditions, as described in the applicable Offering Memorandum.

The Exchange Offers are not conditioned upon any minimum amount of Subject Notes being tendered. Each Exchange Offer is being made independently of the other Exchange Offers and is not conditioned upon the completion of any of the other Exchange Offers. Neither the consummation of the Lumen Exchange Offers nor the consummation of the Level 3 Exchange Offers are conditioned upon consummation of the other.

Eligible Holders

The Exchange Offers will only be made, and the New Notes are only being offered and will only be issued, to Eligible Holders of Subject Notes. An Eligible Holder of Subject Notes is a beneficial owner of Subject Notes that (i) makes the certifications in the eligibility certification that it is a (a) “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (b) non-U.S. person outside the United States (as defined in Rule 902 under the Securities Act) who is a “non-U.S. qualified offeree” (as defined in the eligibility letter described in the applicable Offering Memorandum), would not be acquiring New Notes and any cash consideration (as applicable) for the account or benefit of a U.S. person and would be participating in any transaction in accordance with Regulation S under the Securities Act, or (ii) in the case of Canadian residents, also makes the certifications in the Canadian certification that it is (a) an “accredited investor” as defined in section 73.3(1) of the Securities Act (Ontario), or National Instrument 45-106—Prospectus Exemptions, as applicable, and (b) a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Holders who desire to obtain and complete an eligibility letter should either (i) visit the website for this purpose at https://www.gbsc-usa.com/eligibility/lumen for the Lumen Exchange Offers or https://www.gbsc-usa.com/eligibility/level3 for the Level 3 Exchange Offers, or (ii) call Global Bondholder Services Corporation, the Exchange and Information Agent for the Exchange Offers, at (855) 654-2014 (toll-free) or (212) 430-3774 (collect for banks and brokers).

No Registration

The New Notes and the offering thereof have not been registered under the Securities Act or any state or foreign securities laws, and may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Holders of New Notes will not be granted any registration rights. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

Each Issuer is making its respective Exchange Offers solely through and pursuant to the terms of the applicable Offering Memorandum. None of Lumen, Level 3, the dealer managers for the Exchange Offers, any affiliate of any of them, or any other person makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of the principal amount of such holder’s Subject Notes for New Notes in the Exchange Offers. Eligible Holders must make their own independent evaluation of the financial merits of the applicable Exchange Offer and the information included in the applicable Offering Memorandum. In making an investment decision, Eligible Holders must rely on their own independent examination of the value of the applicable Subject Notes and the applicable New Notes, the issuer of such New Notes, and the terms of the applicable Exchange Offer and New Notes, including the merits and risks involved with exchanging Subject Notes for New Notes and cash consideration (as applicable).

This press release does not constitute (i) an offer to sell, or a solicitation of an offer to buy, the New Notes, (ii) an offer to buy, or a solicitation of an offer to sell, the Subject Notes, or (iii) a solicitation to participate in the Exchange Offers, which are being made solely in accordance with the Offering Memoranda. The Offering Memoranda do not constitute an offer of the New Notes, or a solicitation to participate in the Exchange Offers, to any person in any jurisdiction in which it would be unlawful to make such offer or solicitation or the Exchange Offers under applicable securities or blue sky laws.

 

4


About Lumen Technologies

Lumen connects the world. We are igniting business growth by connecting people, data, and applications – quickly, securely, and effortlessly. Everything we do at Lumen takes advantage of our network strength. From metro connectivity to long-haul data transport to our edge cloud, security, and managed service capabilities, we meet our customers’ needs today and as they build for tomorrow.

Forward-Looking Statements

Except for historical and factual information, the matters set forth in this release and other oral or written statements of the Issuers identified by words such as “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” “will,” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, are inherently speculative, and are subject to a number of assumptions, risks, and uncertainties, many of which are beyond the control of the Issuers. Actual events and results may differ materially from those anticipated, estimated, projected, or implied by the Issuers in those statements if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: the ability of the Issuers to consummate the Exchange Offers; the possibility that the Eligible Holders will not be receptive to the Exchange Offers; corporate developments that could preclude, impair, or delay the aforementioned transactions due to restrictions under the federal securities laws; changes in the credit ratings of the Issuers; changes in the cash requirements, financial position, financing plans, or investment plans of the Issuers; changes in general market, economic, tax, regulatory, or industry conditions; and other risks referenced from time to time in filings with the U.S. Securities and Exchange Commission of Lumen or Level 3 Parent, LLC. You are cautioned not to unduly rely upon any forward-looking statements of the Issuers, which speak only as of the date made. The Issuers undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise. Furthermore, any information about the intentions of the Issuers contained in any forward-looking statements reflects the intentions of such companies as of the date of such forward-looking statement, and is based upon, among other things, existing regulatory, technological, industry, competitive, economic, and market conditions, and their assumptions, as of such date. Either Issuer may change its intentions, strategies, or plans (including its capital allocation plans) at any time and without notice, based upon any changes in such factors, in its assumptions or otherwise.

SOURCE Lumen Technologies

Media Relations Contact:

Esmeralda Cameron, esmeralda.cameron@lumen.com, +1 201-839-0712

Investor Relations Contact:

Jim Breen, CFA, jim.breen@lumen.com, +1 603-404-7003

 

5

v3.24.2.u1
Cover Page
Sep. 03, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 03, 2024
Entity Registrant Name Lumen Technologies, Inc.
Entity Incorporation, State or Country Code LA
Entity File Number 001-7784
Entity Tax Identification Number 72-0651161
Entity Address, Address Line One 100 CenturyLink Drive
Entity Address, City or Town Monroe
Entity Address, State or Province LA
Entity Address, Postal Zip Code 71203
City Area Code 318
Local Phone Number 388-9000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000018926
Amendment Flag false
Common Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $1.00 per share
Trading Symbol LUMN
Security Exchange Name NYSE
Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
Security Exchange Name NYSE
No Trading Symbol Flag true
Level 3 Parent LLC [Member]  
Entity Information [Line Items]  
Entity Registrant Name Level 3 Parent, LLC
Entity Incorporation, State or Country Code DE
Entity File Number 001-35134
Entity Tax Identification Number 47-0210602
Entity Address, Address Line One 931 14th Street
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80202-2994
City Area Code 720
Local Phone Number 888-1000
Entity Central Index Key 0000794323
Qwest Corporation [Member]  
Entity Information [Line Items]  
Entity Registrant Name Qwest Corporation
Entity Incorporation, State or Country Code CO
Entity File Number 001-03040
Entity Tax Identification Number 84-0273800
Entity Address, Address Line One 100 CenturyLink Drive
Entity Address, City or Town Monroe
Entity Address, State or Province LA
Entity Address, Postal Zip Code 71203
City Area Code 318
Local Phone Number 388-9000
Entity Central Index Key 0000068622
Qwest Corporation [Member] | 6.5% Notes Due 2056 [Member]  
Entity Information [Line Items]  
Title of 12(b) Security 6.5% Notes due 2056
Trading Symbol CTBB
Security Exchange Name NYSE
Qwest Corporation [Member] | 6.75% Notes Due 2057 [Member]  
Entity Information [Line Items]  
Title of 12(b) Security 6.75% Notes due 2057
Trading Symbol CTDD
Security Exchange Name NYSE

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