LUMEN TECHNOLOGIES, INC. 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")
with The Bank of New York Mellon Trust Company, N.A. , as trustee, dated
June 15, 2020 , which sets forth the terms of the 2028 Notes.
The net proceeds from the sale of the 2028 Notes were approximately
• prior to July 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 after July 1, 2023 , at redemption prices (expressed as a percentage
of principal amount) equal to (i) 102.125%, for redemptions between July
1, 2023 and June 30, 2024 , (ii) 101.063%, for redemptions between July 1,
2024 and June 30, 2025 , and (iii) 100.000%, for redemptions on or after
July 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 to July 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 by Level 3 Financing or
Parent that meet the terms and conditions specified in the Indenture.
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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 to Level 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 in the 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 outside the 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 about Level 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 the U.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.
On June 15, 2020 , CenturyLink issued a press release announcing that Level 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
4.1 Indenture, dated June 15, 2020 , among Level 3 Parent, LLC , as
Guarantor, Level 3 Financing, Inc. , as Issuer, and The Bank of New
York Mellon Trust Company, N.A. , as Trustee, relating to the 2028
Notes of Level 3 Financing, Inc.
4.2 Form of 2028 Notes (included in Exhibit 4.1).
99.1 Press Release dated June 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)
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