Item 1.01 Entry into a Material Definitive Agreement.




Indenture Related to Issuance of Notes
On November 27, 2020, Lumen:

     •    completed its previously-announced private placement of $1.0 billion
          aggregate principal amount of its 4.500% Senior Notes due 2029 (the "2029
          Notes"); and



     •    in connection therewith, entered into an indenture (the "Indenture") with
          Regions Bank, as trustee, dated November 27, 2020, which sets forth the
          terms of the 2029 Notes.


The net proceeds from the sale of the 2029 Notes were approximately $988
million, after deducting fees and offering expenses. The Company plans to use
these net proceeds (i) to redeem all $775 million aggregate principal amount of
outstanding 6.125% Notes due 2053 (the "2053 Notes") issued by its wholly-owned
subsidiary, Qwest Corporation, and (ii) for general corporate purposes,
including reducing Lumen's revolving or other indebtedness.
The 2029 Notes were sold pursuant to a purchase agreement, dated November 23,
2020 (the "Purchase Agreement"), between the Company and the initial purchasers
of the 2029 Notes (the "Initial Purchasers") for resale on the terms described
further below. The Purchase Agreement includes customary representations,
warranties and covenants of the Company, including customary indemnification and
contribution obligations.
The 2029 Notes will be the senior unsecured obligations of the Company and will
rank senior in right of payment to any of its existing and future subordinated
debt and rank equally in right of payment with all of its existing and future
unsecured and unsubordinated debt. The 2029 Notes will not be guaranteed by any
of the Company's subsidiaries. The 2029 Notes will mature on January 15, 2029.
Interest on the 2029 Notes will be payable on January 15 and July 15 of each
year, beginning on July 15, 2021.
The 2029 Notes will be subject to redemption at the option of the Company, in
whole or in part, at any time or from time to time:

     •    prior to January 15, 2024, at 100% of the principal amount of 2029 Notes
          so redeemed
          plus
          (i) the applicable "make-whole" premium set forth in the Indenture and
          (ii) accrued and unpaid interest thereon (if any) up to, but not
          including, the redemption date; and



     •    on and after January 15, 2024, at redemption prices (expressed as a
          percentage of principal amount) equal to (i) 102.250%, for redemptions
          between January 15, 2024 and January 14, 2025, (ii) 101.125%, for
          redemptions between January 15, 2025 and January 14, 2026, and (iii)
          100.000%, for redemptions on or after January 15, 2026;
          plus
          , in each case, accrued and unpaid interest thereon (if any) up to, but
          not including, the redemption date.


In addition, at any time or from time to time on or prior to January 15, 2024,
the Company may, at its option and subject to certain conditions, redeem up to
40% of the original aggregate principal amount of the 2029 Notes at a redemption
price equal to 104.500% of the principal amount of the 2029 Notes so redeemed,
plus
accrued and unpaid interest thereon (if any) to the redemption date, with the
net cash proceeds from one or more sales of equity by the Company that meet the
terms and conditions specified in the Indenture.
Upon the occurrence of certain specified change of control events, the Company
will be required, unless it has elected to redeem the 2029 Notes as described
above, to make an offer to repurchase the 2029 Notes at a price equal to 101% of
their aggregate principal amount, together with any accrued and unpaid interest
to, but not including, the date of repurchase.
--------------------------------------------------------------------------------
The Indenture provides for customary events of default, including, among other
things, the (i) failure to pay principal, interest or premium (if any) on the
2029 Notes when due, subject to certain grace periods or exceptions;
(ii) failure to observe or perform various specified covenants for 60 days after
written notice with respect thereto by the trustee or the holders of at least
30% of the aggregate principal amount of such 2029 Notes then outstanding; or
(iii) occurrence of certain specified events relating to the Company's
bankruptcy, insolvency or reorganization. In addition, subject to the terms and
conditions set forth in the Indenture, if an event of default with respect to
the 2029 Notes occurs and is continuing, the trustee or holders of at least 30%
of the aggregate principal amount of the 2029 Notes then outstanding may declare
the principal of the 2029 Notes to be due and payable immediately.
The Indenture contains certain restrictive covenants that limit the incurrence
of certain liens and corporate transactions. These covenants are subject to a
number of important limitations and exceptions.
The 2029 Notes have not been nor will be registered under the Securities Act of
1933, as amended (the "Securities Act"), and the 2029 Notes may not be offered
or sold in the United States absent registration or an exemption from applicable
registration requirements. The 2029 Notes were sold by the Initial Purchasers to
persons reasonably believed to be "qualified institutional buyers," as defined
in Rule 144A promulgated under the Securities Act, and
non-U.S.
persons outside the United States under Regulation S promulgated under the
Securities Act. Holders of the 2029 Notes do not have the benefit of
registration rights.
This Current Report does not constitute a notice of redemption with respect to
the 2053 Notes.
The foregoing description of the Indenture does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the Indenture
and the form of the 2029 Notes, copies of each of which are filed as exhibits to
this Current Report, and are incorporated by reference herein.
Other Information
In reviewing the documents included as exhibits to this Current Report, please
note that they are included to provide you with additional information regarding
the terms of the 2029 Notes and are not intended to provide any other factual or
disclosure information about Lumen or the other parties thereto.
Additional information about the above-described transactions is included in the
press release filed as Exhibit 99.1 hereto.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance

Sheet Arrangement of a Registrant.




The information in Item 1.01 of this Form
8-K
is hereby incorporated by reference into this Item 2.03.


Item 8.01 Other Events.




On November 27, 2020, Lumen issued a press release announcing that (i) it had
completed its private placement of the 2029 Notes and (ii) Qwest Corporation had
issued notices to effect the redemption described in Item 1.01 above. That press
release is filed as Exhibit 99.1 to this Current Report and is incorporated by
reference herein.
Forward-Looking Statements
Except for historical and factual information, the matters set forth in this
Current Report on Form
8-K
identified by words such as "will," "should," "expects," "anticipates,"
"believes," "plans," "intends," 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, and are
subject to various uncertainties. Actual events and results may differ
materially from those anticipated by us in those statements for several reasons,
including those discussed in Exhibit 99.1. We may change our intentions or plans
discussed in our forward-looking statements without notice at any time and for
any reason.
--------------------------------------------------------------------------------


Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:

Exhibit No.                                  Description

 4.1*               Indenture, dated November 27, 2020, among the Company, as
                  Issuer, and Regions Bank, as Trustee, relating to the 2029
                  Notes.

 4.2*               Form of 2029 Notes (included in Exhibit 4.1)  .

 4.3                Indenture, dated as of October 15, 1999, by and between US West
                  Communications, Inc. (currently named Qwest Corporation) and Bank
                  One Trust Company, N.A., as trustee (incorporated by reference to
                  Exhibit 4(b) to Qwest Corporation's Annual Report on Form 10-K
                  for the year ended December 31, 1999 (File No. 001-03040) filed
                  with the Securities and Exchange Commission on March 3, 2000).

                  (i)     Twelfth Supplemental Indenture, dated as of May 23, 2013,
                  by and between Qwest Corporation and U.S. Bank National
                  Association, designating and outlining the terms and conditions
                  of Qwest Corporation's 6.125% Notes due 2053 (incorporated by
                  reference to Exhibit 4.13 to Qwest Corporation's Form 8-A (File
                  No. 001-03040) filed with the Securities and Exchange Commission
                  on May 22, 2013).

99.1*               Press Release dated November 27, 2020, announcing the
                  completion of the private placement of the 2029 Notes and the
                  related issuance of redemption notices for the 2053 Notes.

104               Cover Page Interactive Data File (formatted in iXBRL in Exhibit
                  101).



* Filed herewith.


--------------------------------------------------------------------------------

© Edgar Online, source Glimpses