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
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 anyregistrant
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 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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:
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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 | ||||||
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