8-K
false00000189260000068622 0000018926 2022-10-03 2022-10-03 0000018926 lumn:QwestCorporationMember 2022-10-03 2022-10-03 0000018926 us-gaap:CommonStockMember 2022-10-03 2022-10-03 0000018926 us-gaap:PreferredStockMember 2022-10-03 2022-10-03 0000018926 lumn:SixPointFivePercentNotesDueTwoThousandFiftySixMember 2022-10-03 2022-10-03 0000018926 lumn:SixPointSevenFivePercentNotesDueTwoThousandFiftySevenMember 2022-10-03 2022-10-03
 
 
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):
October 3, 2022
 
 
 
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.)
 
 
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.)
 
100 CenturyLink Drive
Monroe, Louisiana
 
71203
(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 any registrant 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 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-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.  ☐
 
 
 

Item 8.01
Other Events.
On October 3, 2022, Lumen Technologies, Inc. (“Lumen” or the “Company”) issued a press release announcing the results of the previously-announced cash tender offers (the “Offers”) by it and its indirect, wholly-owned subsidiaries Embarq Florida, Inc. (“Embarq Florida”) and Qwest Capital Funding, Inc. (“QCF”) to purchase any and all of (i) Lumen’s outstanding 6.750% Senior Notes, Series W, due 2023, 7.500% Senior Notes, Series Y, due 2024, 5.625% Senior Notes, Series X, due 2025, 7.200% Senior Notes, Series D, due 2025, 5.125% Senior Notes due 2026, 6.875% Debentures, Series G, due 2028 and 5.375% Senior Notes due 2029; (ii) Embarq Florida’s outstanding 7.125% Senior Notes due 2023 and 8.375% Senior Notes due 2025; and (iii) QCF’s outstanding 6.875% Senior Notes due 2028 and 7.750% Senior Notes due 2031, which commenced on September 26, 2022 and expired at 5:00 p.m., New York City time, on September 30, 2022. The Offers were made pursuant to an Offer to Purchase, including the Notice of Guaranteed Delivery, dated September 26, 2022.
A copy of the Company’s press release announcing the results of the Offers 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 October 3, 2022 announcing the results of the Offers.
104    Cover page formatted in Inline XBRL and contained in Exhibit 101.
 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc. and Qwest Corporation have duly caused this Current Report on Form
8-K
to be signed on their behalf by the undersigned officer hereunto duly authorized.
 
   
LUMEN TECHNOLOGIES, INC.
Dated: October 3, 2022
    By:  
/s/ Stacey W. Goff
      Stacey W. Goff
      Executive Vice President, General Counsel and Secretary
   
QWEST CORPORATION
Dated: October 3, 2022
    By:  
/s/ Stacey W. Goff
      Stacey W. Goff
      Executive Vice President, General Counsel and Secretary

Exhibit 99.1

 

NEWS RELEASE  

Lumen Announces Results of Any and All Cash Tender Offers

DENVER, Oct. 3, 2022 /PRNewswire/ — Lumen Technologies, Inc. (NYSE: LUMN) (the “Company” or “Lumen”) announced today the results of its and its indirect, wholly-owned subsidiaries’ previously-announced cash tender offers (the “Offers”) to purchase any and all of the outstanding notes identified in the table below (collectively, the “Notes”) pursuant to the terms and conditions as set forth in the Offer to Purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”), including the Notice of Guaranteed Delivery, dated September 26, 2022. According to information received from Global Bondholder Services Corporation, the tender and information agent for the Offers, the table below sets forth the aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on September 30, 2022 (such date and time, the “Expiration Time”). Capitalized terms used in this release but not otherwise defined have the meaning given in the Offer to Purchase.

 

Issuer and Offeror

  

Title of Notes

  

CUSIP
Number(s)/ISIN(1)

   Aggregate
Principal
Amount of
Notes
Tendered as
of the
Expiration
Time(2)
     Amount
Tendered as

Percentage
of
Outstanding

Principal
Amount
Prior to the
Offers(2)
    Aggregate
Purchase Price
Expected to be
Paid for Notes
Tendered(2)(3)
     Aggregate
Principal
Amount of
Notes
Tendered
pursuant to
Notice of
Guaranteed
Delivery
 

Lumen Technologies, Inc.

   6.750% Senior Notes, Series W, due 2023(4)    156700AX4 / US156700AX46    $ 633,837,000        84.51   $ 648,776,538.09      $ 2,499,000  

Lumen Technologies, Inc.

   7.500% Senior Notes, Series Y, due 2024(4)    156700BA3 / US156700BA34    $ 905,192,000        92.17   $ 941,906,587.52      $ 5,106,000  

Lumen Technologies, Inc.

   5.625% Senior Notes, Series X, due 2025    156700AZ9 / US156700AZ93    $ 269,990,000        54.00   $ 263,240,250.00      $ 4,680,000  

Lumen Technologies, Inc.

   7.200% Senior Notes, Series D, due 2025    156686AJ6 / US156686AJ67    $ 34,199,000        34.20   $ 34,028,005.00        —    

Lumen Technologies, Inc.

   5.125% Senior Notes due 2026    156700BB1 &
U1566PAB1 / US156700BB17
   $ 484,077,000        39.08   $ 420,541,893.75      $ 18,884,000  

Lumen Technologies, Inc.

   6.875% Debentures, Series G, due 2028    156686AM9/ US156686AM96    $ 126,236,000        29.70   $ 109,825,320.00      $ 5,798,000  

Lumen Technologies, Inc.

   5.375% Senior Notes due 2029    550241AA1 &
U54985AA1 / US550241AA19
   $ 489,625,000        48.96   $ 369,054,843.75      $ 3,706,000  

Embarq Florida, Inc.

   7.125% Senior Notes due 2023(4)    913026AU4 / US913026AU40    $ 24,780,000        33.76   $ 24,780,000.00        —    

Embarq Florida, Inc.

   8.375% Senior Notes due 2025(4)    913026AT7 / US913026AT76    $ 181,000        0.28   $ 181,000.00        —    

Qwest Capital Funding, Inc.

   6.875% Senior Notes due 2028    912912AQ5 / US912912AQ52    $ 36,097,000        32.14   $ 31,765,360.00        —    

Qwest Capital Funding, Inc.

   7.750% Senior Notes due 2031    74913EAJ9, 74913EAG5 &
U74902AD6 / US74913EAJ91
   $ 26,474,000        18.59   $ 23,297,120.00        —    

 

(1)

No representation is made as to the correctness or accuracy of the CUSIP numbers/ISINs listed in the table above. They are provided solely for convenience.

(2)

Excludes the principal amount of Notes tendered pursuant to the Notice of Guaranteed Delivery.

(3)

Excludes Accrued Interest, which will be paid on Notes accepted for purchase by the applicable Offeror as described in the Offer to Purchase.

(4)

Subject to the concurrent redemption described further below.

The consummation of each Offer is not conditioned upon any minimum amount of Notes being tendered or the consummation of any other Offer. However, applicable Offeror’s obligation to accept for payment and to pay for the Notes validly tendered in the Tender Offers is subject to the satisfaction or waiver of the conditions as described in the Offer to Purchase, including, among other things, completion of the Company’s previously-announced divestiture of its facilities-based incumbent local exchange business conducted within 20 primarily

 

 


 

 

Midwestern and Southeastern states to Connect Holding LLC (doing business as “Brightspeed”), an affiliate of funds advised by Apollo Global Management, Inc. (the “Divestiture Condition”). The Divestiture Condition is expected to be satisfied on October 3, 2022, which may affect the Settlement Date.

The applicable Offeror reserves the right, subject to applicable law, at any time with respect to any or all of the Offers, to (a) waive in whole or in part any or all conditions to the Offers; (b) delay the acceptance for purchase of any Notes or delay the purchase of any Notes; or (c) otherwise terminate any Offer with respect to one or more series of Notes.

Concurrently with the commencement of the Offers, on September 26, 2022, (i) Embarq Florida issued notices to redeem any of its 7.125% Senior Notes due 2023 (the “2023 Notes”) and 8.375% Senior Notes due 2025 (the “2025 Notes” and, together with the 2023 Notes, the “Embarq Florida Notes”) that remain outstanding as of the redemption date, November 4, 2022, at par, plus accrued and unpaid interest to, but not including, the redemption date, and (ii) Lumen issued notices to redeem, subject to the Divestiture Condition, any of its 6.750% Senior Notes, Series W, due 2023 (the “Series W Notes”) and 7.500% Senior Notes, Series Y, due 2024 (the “Series Y Notes”) that remain outstanding as of the redemption date, October 26, 2022, at a redemption price equal to the greater of par or par plus the “make-whole” premium set forth in the terms of such Notes, plus accrued and unpaid interest to, but not including, the redemption date. As discussed further in the Offer to Purchase, the Offerors or any of their affiliates also may, from time to time, purchase other outstanding debt securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or other similar transactions.

The Offers are only being made pursuant to the Offer to Purchase. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Offers. The Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offers are required to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the applicable Offeror by the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Neither this press release nor anything contained herein is a notice of redemption for the Embarq Florida Notes, the Series W Notes or the Series Y Notes, or any other debt securities under the applicable indentures governing such debt securities.

About Lumen

Lumen Technologies, Inc. (NYSE: LUMN) is guided by our belief that humanity is at its best when technology advances the way we live and work. With approximately 400,000 route fiber miles and serving customers in more than 60 countries, we deliver the fastest, most secure platform for applications and data to help businesses, government and communities deliver amazing experiences.

Lumen and Lumen Technologies are registered trademarks of Lumen Technologies LLC in the United States. Lumen Technologies LLC is a wholly-owned affiliate of Lumen Technologies, Inc.

Forward Looking Statements

Except for historical and factual information, the matters set forth in this release and other of Lumen’s oral or written statements identified by words such as “estimates,” “expects,” “anticipates,” “believes,” “plans,”

 

 

page 2 of 3


 

 

“intends,” and similar expressions are forward-looking statements. These forward-looking statements are not guarantees of future results and are based on current expectations only, are inherently speculative, and are subject to a number of assumptions, risks and uncertainties, many of which are beyond Lumen’s control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by Lumen in those statements if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: the ability of the applicable Offeror to consummate the Offers and the Divestiture Condition; corporate developments that could preclude, impair or delay the Offers due to restrictions under the federal securities laws; changes in the cash requirements, financial position, financing plans or investment plans of the applicable Offeror; changes in general market, economic, tax, regulatory or industry conditions; and other risks referenced from time to time in our filings with the U.S. Securities and Exchange Commission (“SEC”). For all the reasons set forth above and in the SEC filings of Lumen and its affiliates, you are cautioned not to unduly rely upon any forward-looking statements, which speak only as of the date made. Lumen undertakes no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise. Furthermore, any information about the applicable Offeror’s intentions contained in any forward-looking statements reflects such Offeror’s intentions as of the date of such forward-looking statement, and is based upon, among other things, existing regulatory, technological, industry, competitive, economic and market conditions, and their assumptions as of such date. Lumen may change its intentions, strategies or plans (including the plans expressed herein) without notice at any time and for any reason.

 

Media Relations Contact:

  

Investor Relations Contact:

Tracey Conway

   Mike McCormack, CFA

P: 720.888.4443

   P: 720.888.3514

[email protected]

  

[email protected]

 

 

 

page 3 of 3