Item 8.01 Other Events.
On July 25, 2022, Lumen Technologies, Inc. ("Lumen" or the "Company") announced
that it and its indirect wholly owned subsidiaries Level 3 Financing, Inc., a
Delaware corporation ("Level 3 Financing"), and Embarq Florida, Inc., a Florida
corporation ("Embarq Florida"), commenced cash tender offers, pursuant to which
(i) Level 3 Financing has offered to purchase any and all of its outstanding
5.375% Senior Notes due 2025 (the "2025 Notes") and 5.250% Senior Notes due 2026
(the "2026 Notes" and, together with the 2025 Notes, the "Any and All Notes")
(collectively, the "Any and All Tender Offers") and (ii) Embarq Florida has
offered to purchase its 7.125% Senior Notes due 2023 (the "2023 Notes") and
8.375% Senior Notes due 2025 (the "8.375% 2025 Notes" and, together with the
2023 Notes, the "Embarq Notes") and the Company has offered to purchase its
outstanding 5.125% Senior Notes due 2026 (the "Lumen Notes" and, together with
the Embarq Notes, the "Maximum Tender Notes" and together with the Any and All
Notes, the "Notes") (collectively, the "Maximum Tender Offers" and, together
with the Any and All Tender Offers, the "Tender Offers") up to an aggregate
principal amount of Maximum Tender Notes that will not exceed $1,000,000,000
less the aggregate principal amount of Any and All Notes purchased on the early
settlement date of the Tender Offers, if any (or, if no early settlement date,
those purchased on the final settlement date), subject to an aggregate principal
amount sublimit of $350,000,000 applicable to the Lumen Notes. There is no
aggregate principal amount sublimit applicable to any other series of Notes. In
conjunction with the Any and All Tender Offers, Level 3 Financing also commenced
consent solicitations with respect to the indentures governing each of the 2025
Notes and 2026 Notes (the "Consent Solicitations").
A copy of the Company's press release announcing the commencement of the Tender
Offers and Consent Solicitations is attached herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
99.1 Press Release dated July 25, 2022 announcing Tender Offers and
Consent Solicitations.
104 Cover page formatted in Inline XBRL and contained in Exhibit 101.
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