On November 19, 2024, Lumen Technologies, Inc. (the “Company” or “Lumen”) issued a press release (the “Press Release”) announcing (1) the expiration and results of certain of the previously-announced cash tender offers (each, an “Expired Offer” and collectively, the “Expired Offers”) of it and its indirect, wholly-owned subsidiary Level 3 Financing, Inc. (“Level 3” and, together with Lumen, the “Offerors”) and (2) amendments to increase the tender offer consideration for each Offeror’s outstanding unsecured notes maturing in 2028 and extend the Expiration Time for the Amended Offers (as defined below) (collectively, with the Expired Offers, the “Offers”).
The Offer to Purchase, including the related Notice of Guaranteed Delivery attached as Appendix A thereto, dated November 12, 2024, as amended by the Press Release (collectively, as amended, the “Offer to Purchase”), sets forth the complete terms and conditions of the Offers. Except for the amendments described in the Press Release, the terms and conditions of the Offers remain the same as set forth in the Offer to Purchase.
The matters set forth below are discussed in further detail in the Press Release, which is attached hereto as Exhibit 99.2.
Expected Settlement of Expired Offers
The Expired Offers expired at 5:00 p.m., New York City time, on November 18, 2024 (such date and time, the “Original Expiration Time”). Subject to the satisfaction or waiver of the conditions to the Offers, prior to the close of business on November 19, 2024 (such date, the “Expired Offer Settlement Date”), the Offerors expect to accept for purchase, and expect to pay for, all of (1) Lumen’s outstanding 5.625% Senior Notes, Series X, due 2025, 7.200% Senior Notes, Series D, due 2025, 5.125% Senior Notes due 2026 and 4.000% Senior Secured Notes due 2027 (Unsecured) and (2) Level 3’s outstanding 3.400% Senior Secured Notes due 2027 (Unsecured) and 4.625% Senior Notes due 2027 (collectively, the “Expired Offer Notes”) validly tendered (and not validly withdrawn) at or prior to the Original Expiration Time. Any Expired Offer Notes validly and timely tendered using the guaranteed delivery procedures and accepted for purchase are expected, subject to the satisfaction or waiver of the conditions to the Offers, to be purchased on November 21, 2024, but payment of accrued interest on such Expired Offer Notes will only be made up to, but not including, the Expired Offer Settlement Date on the terms and conditions specified in the Offer to Purchase.
Lumen and Level 3 have amended the remaining Offers (the “Amended Offers”) to purchase any and all of (1) Lumen’s outstanding 6.875% Debentures, Series G, due 2028 and (2) Level 3’s outstanding 4.250% Senior Notes due 2028 (collectively, the “2028 Notes” and, together with the Expired Offer Notes, the “Notes”) to increase the tender offer consideration for each series of the 2028 Notes and extend the Expiration Time for the Amended Offers.
In connection with this increase in the tender consideration for each series of the 2028 Notes, the expiration time of the Amended Offers has been extended to 5:00 p.m., New York City time, on November 25, 2024, unless further extended or earlier terminated by Lumen or Level 3, as applicable (such time and date, as it may be further extended or earlier terminated, the “2028 Notes Expiration Time”). Any 2028 Notes that have been, or will be, validly tendered prior to the 2028 Notes Expiration Time may be validly withdrawn at any time prior to the earlier of (i) the 2028 Notes Expiration Time and (ii) the 10th business day after the commencement of the applicable Offer, as well as any other circumstances described in the Offer to Purchase. The Guaranteed Delivery Deadline (as defined in the Offer to Purchase) for the Amended Offers has also been extended to 5:00 p.m., New York City time, on November 27, 2024.
Neither this Current Report on Form
8-K
nor the Press Release attached hereto as Exhibit 99.2 constitutes either (i) an offer to purchase, or a solicitation of an offer to sell, the Notes, or (ii) a solicitation to participate 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 applicable laws.
Cautionary Statements Concerning Forward-Looking Statements
Except for historical and factual information, the matters set forth in this Current Report on
Form 8-K
and Exhibit 99.2 hereto 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 99.2 hereto and our other filings with the SEC. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
