DENVER, Aug. 5, 2022
/PRNewswire/ -- Lumen Technologies, Inc. (NYSE: LUMN) (the
"Company" or "Lumen") announced today the results to date of its
and its wholly owned subsidiaries' previously-announced cash tender
offers for (i) any and all of the outstanding 5.375% Senior
Notes due 2025 (the "2025 Notes") and 5.250% Senior Notes due 2026
(the "2026 Notes" and, together with the 2025 Notes, the "Any and
All Notes") of Level 3 Financing, Inc. ("Level 3 Financing")
(collectively, the "Any and All Tender Offers") and (ii) the
outstanding 7.125% Senior Notes due 2023 (the "2023 Notes") and
8.375% Senior Notes due 2025 (the "8.375% 2025 Notes" and, together
with the 2023 Notes, the "Embarq Notes") of Embarq Florida, Inc.
("Embarq Florida") and the Company's outstanding 5.125% Senior
Notes due 2026 (the "Lumen Notes" and, together with the Embarq
Notes, the "Maximum Tender Notes" and together with the Any and All
Notes, the "Notes") (collectively, the "Maximum Tender Offers" and,
together with the Any and All Tender Offers, the "Tender Offers"),
each of which is subject to the limitations, restrictions, terms
and conditions set forth in the Company's Offer to Purchase and
Consent Solicitation Statement dated July
25, 2022 (the "Offer to Purchase and Solicitation
Statement"). According to information received from Global
Bondholder Services Corporation, the Company's tender agent and
information agent for the Tender Offers, the tables below set forth
the aggregate principal amount of each series of Notes that were
validly tendered and not validly withdrawn on or prior to
5:00 p.m., New York City time, on August 5, 2022 (such date and time, the "Early
Tender Date").
Any and All Tender Offers
Title of
Notes
|
Issuer and
Offeror
|
CUSIP
Number(s)(1)
|
Aggregate
Principal
Amount
Outstanding
Prior to the
Tender Offers
|
Aggregate
Principal
Amount
Tendered
as of
the
Early
Tender
Date
|
Any and All
Tender Offer
Consideration(2)
|
Any and All
Tender
Early Tender
Premium(2)
|
Any and All
Tender
Total
Consideration(2)(3)
|
5.375% Senior Notes due
2025
|
Level 3 Financing,
Inc.
|
527298BH5
|
$800,000,000
|
$227,169,000
|
$950
|
$50
|
$1,000
|
5.250% Senior Notes due
2026
|
Level 3 Financing,
Inc.
|
527298BM4
|
$775,000,000
|
$152,140,000
|
$940
|
$50
|
$990
|
|
(1) No representation is made
as to the correctness or accuracy of the CUSIP numbers. They are
provided solely for the convenience of holders of the
Notes.
|
(2) Per $1,000 principal
amount of Notes validly tendered (and not validly withdrawn) and
accepted for purchase by the offeror. Excludes Accrued Interest (as
defined in the Offer to Purchase and Solicitation Statement), which
will be paid on Notes accepted for purchase by the offeror as
described below.
|
(3) Includes the Any and All
Tender Early Tender Premium (as defined in the Offer to Purchase
and Solicitation Statement) for Notes validly tendered prior to the
Early Tender Date (and not validly withdrawn) and accepted for
purchase by the offeror.
|
Maximum Tender Offers
(Subject to the Aggregate Maximum Tender Amount)
Title of
Notes
|
Issuer and
Offeror
|
CUSIP
Number(s)(1)
|
Aggregate
Principal
Amount
Outstanding
Prior to the
Tender Offers
|
Aggregate
Principal
Amount
Tendered
as of
the
Early
Tender
Date(2)
|
Acceptance
Priority
Level
|
Maximum
Tender Offer
Consideration(3)
|
Maximum Tender
Early Tender
Premium(3)
|
Maximum
Tender Total
Consideration(3)(4)
|
7.125%
Senior
Notes due
2023
|
Embarq Florida,
Inc.
|
913026AU4
|
$73,999,000
|
$597,000
|
1
|
$950
|
$50
|
$1,000
|
8.375% Senior Notes due
2025
|
Embarq Florida,
Inc.
|
913026AT7
|
$63,556,000
|
$9,000
|
2
|
$950
|
$50
|
$1,000
|
5.125% Senior Notes due
2026(5)
|
Lumen Technologies,
Inc.
|
156700BB1
U1566PAB1
|
$1,250,000,000
|
$10,346,000
|
3
|
$845
|
$50
|
$895
|
|
(1) No representation is made
as to the correctness or accuracy of the CUSIP numbers. They are
provided solely for the convenience of holders of the
Notes.
|
(2) Certain Notes tendered
will not be accepted for purchase, as described in the Offer to
Purchase and Solicitation Statement and this press
release.
|
(3) Per $1,000 principal
amount of Notes validly tendered (and not validly withdrawn) and
accepted for purchase by the applicable offeror. Excludes Accrued
Interest, which will be paid on Notes accepted for purchase by the
applicable offeror as described below.
|
(4) Includes the Maximum
Tender Early Tender Premium (as defined in the Offer to Purchase
and Solicitation Statement) for Notes validly tendered prior to the
Early Tender Date (and not validly withdrawn) and accepted for
purchase by the applicable offeror.
|
(5) As further described in
the Offer to Purchase and Solicitation Statement, the Lumen Notes
are also subject to the Series Tender Cap of
$350,000,000.
|
Because the aggregate principal amount of Maximum Tender Notes
validly tendered (and not validly withdrawn) at or prior to the
Early Tender Date did not exceed the Aggregate Maximum Tender
Amount or the Series Tender Cap, the applicable offeror intends to
purchase all of the Maximum Tender Notes validly tendered (and not
validly withdrawn) at or prior to the Early Tender Date on the
terms described below.
The Divestiture Condition (as defined in the Offer to Purchase
and Solicitation Statement) has been satisfied. Subject to the
satisfaction or waiver of all remaining conditions to the Tender
Offers described in the Offer to Purchase and Solicitation
Statement, the applicable offeror intends to accept for purchase,
and to make payments on August 9,
2022 (such date, subject to change without notice, the
"Early Settlement Date") for, all of the Notes validly tendered
(and not validly withdrawn) prior to the Early Tender Date (as
summarized in the tables above).
In conjunction with the Any and All Tender Offers, the Company
also announced that Level 3 Financing has not to date received the
Required Consents (as defined in the Offer to Purchase and
Solicitation Statement) sought in connection with its accompanying
solicitations (each, a "Consent Solicitation" and, collectively,
the "Consent Solicitations") of consents (each, a "Consent" and,
collectively, the "Consents") from holders of the Any and All
Notes, on the terms and subject to the conditions set forth in the
Offer to Purchase and Solicitation Statement, to amend certain
provisions of the respective indenture under which the Any and All
Notes were issued. Consequently, unless the Required Consents are
received prior to the Expiration Date (as defined below), the Any
and All Notes will continue to be subject to the terms of the
respective indenture currently governing such Any and All
Notes.
Additional Information About the Tender Offers and Consent
Solicitations
The Tender Offers and the Consent Solicitations will expire at
midnight, New York City time, at
the end of the day on August 19,
2022, unless extended by the applicable offeror with respect
to the applicable Tender Offer (and, as applicable, Consent
Solicitation) (such date and time, as it may be extended, the
"Expiration Date") or earlier terminated. No tenders of Notes or
deliveries of related Consents submitted after the Expiration Date
will be valid. The Early Tender Date was the deadline for holders
to validly withdraw tenders of Notes (or, as applicable, validly
revoke Consents). Accordingly, Notes tendered (with, as applicable,
related Consents delivered) prior to or after the Early Tender Date
may no longer be withdrawn or revoked, subject to applicable
law.
The Tender Offers and Consent Solicitations are being made only
pursuant to the Offer to Purchase and Solicitation Statement, which
holders of Notes can obtain in the manner described below.
Citigroup Global Markets Inc., Morgan Stanley & Co.
LLC, Barclays Capital Inc., RBC Capital Markets, LLC and TD
Securities (USA) LLC are acting as
the dealer managers for the Tender Offers and the solicitation
agents for the Consent Solicitations. Questions and requests for
assistance regarding the terms of the Tender Offers and the Consent
Solicitations should be directed to Citigroup Global Markets Inc.
at (800) 558-3745 (toll-free)
or (212) 723-6106 (collect), Morgan
Stanley & Co. LLC at (800) 624-1808 (toll-free)
or (212) 761-1057 (collect), Barclays Capital Inc. at
(800) 438-3242 (toll-free) or
(212) 528-7581 (collect), RBC Capital Markets, LLC at
(877) 381-2099 (toll-free) or
(212) 618-7843 (collect) or TD Securities (USA) LLC at
(866) 584-2096 (toll-free) or
(212) 827-2842 (collect). Requests for copies of the
Offer to Purchase and Solicitation Statement and other documents
relating to the Tender Offers and the Consent Solicitations may be
directed to Global Bondholder Services Corporation, the Company's
tender agent and information agent for the Tender Offers and
Consent Solicitations, at (212) 430-3774 (for banks and
brokers only) or (855) 654-2014 (toll-free) (for all others)
or contact@gbsc-usa.com.
None of the Company, Level 3 Financing, Embarq Florida, any
subsidiaries, affiliates, directors, managers or officers of any of
the aforementioned parties, the dealer managers and solicitation
agents, the tender and information agent or the trustees with
respect to the Notes is making any recommendation as to whether
holders should tender any Notes in response to the Tender Offers or
deliver any Consents pursuant to the Consent Solicitations, and no
one has been authorized by any of them to make such a
recommendation.
This press release is for information purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any Notes in the Tender Offers. The Tender Offers and the Consent
Solicitations are not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Tender Offers and
the Consent Solicitations are required to be made by a licensed
broker or dealer, the Tender Offers and the Consent Solicitations
will be deemed to be made on behalf of the applicable offeror by
the dealer managers and solicitation agents, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
The applicable offeror reserves the right, subject to applicable
law, with respect to any or all of the Tender Offers and the
Consent Solicitations, as applicable, to (a) waive in whole or
in part any or all conditions to the Tender Offers and Consent
Solicitations, as applicable; (b) delay the acceptance for
purchase of any Notes or delay the purchase of any Notes; or
(c) otherwise modify or terminate any Tender Offer with
respect to one or more series of Notes or the related Consent
Solicitation, as applicable.
About Lumen
Lumen Technologies, Inc. (NYSE: LUMN) is guided by our belief
that humanity is at its best when technology advances the way we
live and work. With approximately 450,000 route fiber miles and
serving customers in more than 60 countries, we deliver the
fastest, most secure platform for applications and data to help
businesses, government and communities deliver amazing
experiences.
Lumen and Lumen Technologies are registered trademarks of Lumen
Technologies LLC in the United
States. Lumen Technologies LLC is a wholly-owned affiliate
of Lumen Technologies, Inc.
Forward Looking Statements
Except for historical and factual information, the matters set
forth in this release and other of Lumen's oral or written
statements identified by words such as "estimates," "expects,"
"anticipates," "believes," "plans," "intends," and similar
expressions are forward-looking statements. 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 Lumen's control. Actual events and results may
differ materially from those anticipated, estimated, projected or
implied by Lumen 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 satisfaction or waiver of the conditions to the
Tender Offers and Consent Solicitations; the ability of the
applicable offeror to consummate the Tender Offers and Consent
Solicitations; 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
applicable offeror; changes in the cash requirements, financial
position, financing plans or investment plans of the applicable
offeror; changes in general market, economic, tax, regulatory or
industry conditions; and other risks referenced from time to time
in our filings with the U.S. Securities and Exchange Commission
("SEC"). For all the reasons set forth above and in the SEC filings
of Lumen and Level 3 Parent, LLC, you are cautioned not to unduly
rely upon any forward-looking statements, which speak only as of
the date made. Lumen undertakes 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
applicable offeror's intentions contained in any forward-looking
statements reflects such offeror's intentions 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. Lumen may change its intentions, strategies or plans
(including the plans expressed herein) without notice at any time
and for any reason.
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SOURCE Lumen Technologies, Inc.