8-K

LUMEN TECHNOLOGIES, INC.

Dated: September 16, 2022

/s/ Stacey W. Goff

Stacey W. Goff

Executive Vice President, General Counsel and Secretary

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):

September 16, 2022

LOGO

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.)

100 CenturyLink Drive

Monroe, Louisiana

71203

(Address of principal executive offices)

(Zip Code)

(318) 388-9000

(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:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $1.00 per share	LUMN	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	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.

Lumen Technologies, Inc. (the “Company”) has been advised that Connect Holding II LLC (d/b/a Brightspeed), an affiliate of funds advised by Apollo Global Management, Inc., has commenced marketing a debt financing to fund its previously-announced acquisition of a portion of the Company’s facilities-based incumbent local exchange carrier business. For informational purposes, the Company has filed as Exhibit 99.1 to this Current Report on Form 8-K a copy of Brightspeed’s related press release issued on September 16, 2022. Brightspeed alone remains responsible for its contents.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this Current Report on Form 8-K:


Exhibit No.		Description

99.1		Press Release of Brightspeed, dated September 16, 2022.

104		Cover page formatted as Inline XBRL and contained in Exhibit 101.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc. has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned officer hereunto duly authorized.

Exhibit 99.1

Brightspeed Announces Launch of Debt Financing

CHARLOTTE, N.C., Sept. 16, 2022 /PRNewswire/ – Connect Holding II LLC d/b/a Brightspeed (“Brightspeed”) today commenced marketing to potential lenders and investors the debt financing for its previously announced acquisition (the “Acquisition”) of the incumbent local exchange carrier business of Lumen Technologies, Inc. located in 20 states across the Midwest, Mid-Atlantic and Southeast regions of the United States.

Brightspeed expects the debt financing to be comprised of approximately $5.465 billion of secured debt, including a $600 million revolving credit facility, which is expected to be (i) guaranteed by all of Brightspeed’s subsidiaries, including Embarq Corporation (“Embarq”) and its transferred subsidiaries, and (ii) secured by substantially all of the assets of Brightspeed and its subsidiary guarantors, other than the assets of Embarq and certain subsidiaries of Embarq that are “restricted subsidiaries” under the indenture governing Embarq’s 7.995% senior notes due 2036 (the “Embarq Notes”).

In connection with the Acquisition, Embarq will be acquired by Brightspeed and the Embarq Notes are expected to remain outstanding as obligations of Embarq. The Embarq Notes are not expected to be guaranteed by any of Embarq’s subsidiaries (or by Brightspeed or other subsidiaries of Brightspeed) or secured by any assets of Embarq or its subsidiaries (or assets of Brightspeed or other subsidiaries of Brightspeed).

The debt financing is subject to market and other conditions, and may not occur on the terms described above or at all.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Forward Looking Statements

Certain statements in this press release are “forward-looking statements” and are subject to various risks, uncertainties and assumptions. Statements that are not historical in nature, and which may be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “target,” “will” and similar expressions (or the negative of such expressions) are forward-looking statements. Forward-looking statements are made based on our current expectations and beliefs concerning future events and, therefore, involve a number of assumptions, risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ from those anticipated, estimated or expected. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

About Brightspeed

Headquartered in Charlotte, N.C. and expected to have assets and associated operations in 20 states, Brightspeed will provide broadband and telecommunications services through a network platform capable of serving more than 6 million homes and businesses. The company aims to bridge the digital divide by deploying a state-of-the-art fiber network and a customer experience that makes staying connected simple and seamless. For more information about Brightspeed, visit the company’s website, www.brightspeed.com.

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