000001892600000686220000794323falsetrue 0000018926 2024-11-26 2024-11-26 0000018926 lumn:Level3ParentLlcMember 2024-11-26 2024-11-26 0000018926 lumn:QwestCorporationMember 2024-11-26 2024-11-26 0000018926 lumn:QwestCorporationMember lumn:SixPointFivePercentNotesDue2056Member 2024-11-26 2024-11-26 0000018926 lumn:QwestCorporationMember lumn:SixPointSevenFivePercentNotesDue2057Member 2024-11-26 2024-11-26 0000018926 us-gaap:PreferredStockMember 2024-11-26 2024-11-26 0000018926 us-gaap:CommonStockMember 2024-11-26 2024-11-26
 
 
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): November 26, 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
(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.)
 
931 14th Street
Denver, Colorado
 
80202
(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. ☐
 
 
 

Explanatory Note
Lumen Technologies, Inc. (“Lumen” or the “Company”) (i) on November 12, 2024, issued a press release announcing that Lumen and its indirect wholly owned subsidiary Level 3 Financing, Inc. (“Level 3” and, together with Lumen, the “Offerors” and each, an “Offeror”) had initiated cash tender offers to purchase several series of their respective outstanding senior unsecured notes and (ii) on November 19, 2024, issued a press release announcing, among other things, an increase in the tender consideration and an extension of the expiration time with respect to each Offeror’s cash tender offers to purchase their respective outstanding senior unsecured notes maturing in 2028 (such offers, as so amended, the “Amended Offers”). The following Current Report on Form
8-K
and accompanying press release attached hereto as Exhibit 99.3 provide information regarding the results and settlement of the Amended Offers.
 
Item 8.01
Other Events.
Expiration and Results of Amended Offers
On November 26, 2024, Lumen issued a press release announcing (1) the expiration of the Amended Offers of Lumen and Level 3 to purchase any and all of Lumen’s outstanding 6.875% Debentures, Series G, due 2028 and Level 3’s outstanding 4.250% Senior Notes due 2028 (collectively, the “2028 Notes”), effective as of 5:00 p.m., New York City time, on November 25, 2024 (the “2028 Notes Expiration Time”), and (2) the results of the Amended Offers. A copy of the Company’s press release announcing the expiration and results of the Amended Offers is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Settlement of Amended Offers
On November 26, 2024, the Offerors purchased all of the 2028 Notes validly tendered (and not validly withdrawn) at or prior to the 2028 Notes Expiration Time.
No Offer or Solicitation
Neither this Current Report on Form
8-K
nor the press release attached hereto as Exhibit 99.3 constitutes either (i) an offer to purchase, or a solicitation of an offer to sell, the 2028 Notes, or (ii) a solicitation to participate in the Amended Offers. The Amended Offers are not being made to holders of 2028 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with applicable laws.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits:
 
Exhibit
 No. 
  
Description
99.1    Press Release, dated November 12, 2024, announcing the launch of the Offers (incorporated by reference to Exhibit 99.1 to the registrants’ Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2024).
99.2    Press Release, dated November 19, 2024, announcing, among other things, the extension and repricing of the Amended Offers (incorporated by reference to Exhibit 99.2 to the registrants’ Current Report on Form 8-K filed with the SEC on November 19, 2024).
99.3    Press Release, dated November 26, 2024, announcing the results and expiration of the Amended Offers.
104    Cover Page formatted in Inline XBRL and contained in Exhibit 101.
 
1

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: November 26, 2024     By:  
/s/ Chris Stansbury
            Chris Stansbury
            Executive Vice President and Chief Financial Officer
       
LEVEL 3 PARENT, LLC
Dated: November 26, 2024     By:  
/s/ Chris Stansbury
            Chris Stansbury
            Executive Vice President and Chief Financial Officer
       
QWEST CORPORATION
Dated: November 26, 2024     By:  
/s/ Chris Stansbury
            Chris Stansbury
            Executive Vice President and Chief Financial Officer
 
2
 

Exhibit 99.3

Lumen Announces Expiration and Results of Any and All Cash Tender Offers

for Unsecured 2028 Notes of Lumen and Level 3

DENVER, Nov. 26, 2024 /PRNewswire/ – Lumen Technologies, Inc. (NYSE: LUMN) (the “Company” or “Lumen”) announced today the expiration and results of the cash tender offers (the “Amended Offers”) of Lumen and its indirect, wholly-owned subsidiary Level 3 Financing, Inc. (“Level 3” and, together with Lumen, the “Offerors” and each, an “Offeror”) to purchase any and all of their respective outstanding senior unsecured notes maturing in 2028 identified in the table below (collectively, the “2028 Notes”) pursuant to the terms and subject to the conditions set forth in an Offer to Purchase, dated November 12, 2024, as amended by the Company’s press release dated November 19, 2024 (collectively, as so amended, the “Offer to Purchase”). The Amended Offers expired at 5:00 p.m., New York City time, on November 25, 2024 (such date and time, the “2028 Notes Expiration Time”). Withdrawal rights for the Amended Offers also expired at the 2028 Notes Expiration Time.

The table below sets forth the aggregate principal amount of each series of 2028 Notes that were validly tendered and not validly withdrawn at or prior to the 2028 Notes Expiration Time, according to information received from the tender and information agent for the Amended Offers.

 

(a) Issuer and Offeror

  

(b) Title of Notes

   (c) CUSIP
Numbers(1)
     (d) Aggregate
Principal
Amount
Outstanding
Prior to the
Amended
Offers
     (e) Amount
Tendered (as
Percentage of
Aggregate
Principal
Amount
Shown in
Column (d))
    (f) Aggregate
Principal
Amount of
Notes

Tendered and
Expected to be
Accepted
     (g) Amended
Tender
Consideration(2)
 

Lumen Technologies, Inc.

   6.875% Debentures, Series G, due 2028      156686 AM9      $ 161,817,000        14.89   $ 24,094,000      $ 947.50  

Level 3 Financing, Inc.

   4.250% Senior Notes due 2028     
527298 BR3 /
U52783 AW4
 
 
   $ 488,098,000        56.41   $ 275,334,000      $ 890.00  

 

(1)

No representation is made as to the correctness or accuracy of the CUSIP numbers listed in column (c) of the table above. They are provided solely for convenience.

(2)

Per $1,000 principal amount of 2028 Notes validly tendered (and not validly withdrawn) and accepted for purchase by the applicable Offeror. Excludes accrued and unpaid interest on such 2028 Notes, which will be paid on the terms and conditions set forth in the Offer to Purchase with respect to the 2028 Notes accepted for purchase by the applicable Offeror as described below.

Subject to the satisfaction or waiver of the conditions to the Amended Offers, prior to the close of business on November 26, 2024 (such date, the “Extended Settlement Date”) the applicable Offerors expect to accept for purchase, and expect to pay for, all 2028 Notes validly tendered (and not validly withdrawn) at or prior to the 2028 Notes Expiration Time (as summarized in column (f) of the table above).

Persons with questions regarding the Amended Offers should contact the lead dealer manager for the Amended Offers, Citigroup Global Markets Inc., by telephone at (800) 558-3745 (toll-free) or at (212) 723-6106 (collect). Global Bondholder Services Corporation is the tender and information agent for the Amended Offers, and may be reached by telephone at (212) 430-3774 (for banks and brokers only) or (855) 654-2014 (toll-free) (for all others), by email at contact@gbsc-usa.com or at the following web address: https://gbsc-usa.com/lumen-level3.

The Amended Offers are being made solely pursuant to the terms and conditions contained in the Offer to Purchase. This press release is neither an offer to purchase nor a solicitation of an offer to sell any 2028 Notes. The Amended Offers are not being made to holders of 2028 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 Amended Offers are required to be made by a licensed broker or dealer, the Amended Offers will be deemed to be made on behalf of the applicable Offeror by the applicable dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.


About Lumen Technologies

Lumen is unleashing the world’s digital potential. We ignite business growth by connecting people, data, and applications – quickly, securely, and effortlessly. As the trusted network for AI, Lumen uses the scale of our network to help companies realize AI’s full potential. From metro connectivity to long-haul data transport to our edge cloud, security, managed service, and digital platform 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 Offerors 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 Offerors. Actual events and results may differ materially from those anticipated, estimated, projected, or implied by the Offerors 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 by the applicable Offeror of all conditions to the Amended Offers; the ability of the applicable Offeror to consummate the Amended Offers; corporate developments that could preclude, impair or delay the consummation of the Amended Offers 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 the filings of Lumen and Level 3 Parent, LLC 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. The Offerors 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 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. Either Offeror may change its intentions, strategies, or plans (including its plans expressed herein) at any time and without notice, based upon any changes in such factors, in its assumptions or otherwise.

SOURCE Lumen Technologies

CONTACT: 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 

 

2

v3.24.3
Cover Page
Nov. 26, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 26, 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
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 931 14th Street
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80202
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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