Item 1.01 Entry into a Material Definitive Agreement.
Indenture Related to Issuance of Notes
On
• completed its previously-announced private placement of$1.2 billion aggregate principal amount of its 4.250% Senior Notes due 2028 (the "2028 Notes"); and • in connection therewith, entered into an indenture (the "Indenture") withThe Bank of New York Mellon Trust Company, N.A. , as trustee, datedJune 15, 2020 , which sets forth the terms of the 2028 Notes.
The net proceeds from the sale of the 2028 Notes were approximately
• prior toJuly 1, 2023 , at 100% of the principal amount of 2028 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 afterJuly 1, 2023 , at redemption prices (expressed as a percentage of principal amount) equal to (i) 102.125%, for redemptions betweenJuly 1, 2023 andJune 30, 2024 , (ii) 101.063%, for redemptions betweenJuly 1, 2024 andJune 30, 2025 , and (iii) 100.000%, for redemptions on or afterJuly 1, 2025 ; 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 toJuly 1, 2023 ,Level 3 Financing may, at its option and subject to certain conditions, redeem up to 40% of the original aggregate principal amount of the 2028 Notes at a redemption price equal to 104.250% of the principal amount of the 2028 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 byLevel 3 Financing or Parent that meet the terms and conditions specified in the Indenture. -------------------------------------------------------------------------------- Upon the occurrence of certain specified change of control events,Level 3 Financing will be required, unless it has elected to redeem the 2028 Notes as described above, to make an offer to repurchase the 2028 Notes at a price equal to 101% of their aggregate principal amount, together with any accrued and unpaid interest to the date of repurchase. The Indenture provides for customary events of default, including, among other things, the (i) failure for 30 days to pay interest on the 2028 Notes when due; (ii) failure to pay principal of (or premium, if any, on) the 2028 Notes when due; (iii) failure to perform various specified covenants continued for 90 days after written notice with respect thereto toLevel 3 Financing by the trustee or the holders of at least 30% of the aggregate principal amount of such 2028 Notes then outstanding; or (iv) occurrence of certain specified defaults, judgments, bankruptcy proceedings, insolvencies or other events relating to Parent,Level 3 Financing or certain of its significant subsidiaries. In addition, subject to the terms and conditions set forth in the Indenture, if certain specified events of default with respect to the 2028 Notes occur and are continuing, the trustee or holders of at least 30% of the aggregate principal amount of the 2028 Notes then outstanding may declare the principal of the 2028 Notes to be due and payable immediately. Neither the 2028 Notes nor the related guarantees have been or will be registered under the Securities Act of 1933, as amended (the "Securities Act"), and the 2028 Notes may not be offered or sold inthe United States absent registration or an exemption from applicable registration requirements. The 2028 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 outsidethe United States under Regulation S promulgated under the Securities Act. The 2028 Notes do not have the benefit of registration rights. This Current Report does not constitute a notice of redemption with respect to any of the 2022 Notes or the 2023 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 2028 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 information regarding their terms and are not intended to provide any other factual or disclosure information aboutLevel 3 Financing , Parent or the other parties thereto. Additional information about the above-described transactions is included in the press release filed as Exhibit 99.1 hereto. Additional information about Parent may be found elsewhere in its public filings, which are available without charge through the website of theU.S. Securities and Exchange Commission at http://www.sec.gov. 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. OnJune 15, 2020 ,CenturyLink issued a press release announcing thatLevel 3 Financing had (i) completed its private placement of the 2028 Notes and (ii) issued notices to effect the redemptions 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. 3
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 4.1 Indenture, datedJune 15, 2020 , amongLevel 3 Parent, LLC , as Guarantor,Level 3 Financing, Inc. , as Issuer, andThe Bank of New York Mellon Trust Company, N.A. , as Trustee, relating to the 2028 Notes ofLevel 3 Financing, Inc. 4.2 Form of 2028 Notes (included in Exhibit 4.1). 99.1 Press Release datedJune 15, 2020 , announcing the completion of the private placement of the 2028 Notes and the issuance of redemption notices for the 2022 Notes and 2023 Notes. 104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101) 4
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