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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 of the Securities Exchange Act of 1934 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. ☐

 

 

 

Lumen Technologies, Inc. (“Lumen” or the “Company”) (i) on November 12, 2024, issued a press release announcing that Lumen and its indirect wholly owned subsidiary Level 3 Financing, Inc. (“Level 3” and, together with Lumen, the “Offerors” and each, an “Offeror”) had initiated cash tender offers to purchase several series of their respective outstanding senior unsecured notes and (ii) on November 19, 2024, issued a press release announcing, among other things, an increase in the tender consideration and an extension of the expiration time with respect to each Offeror’s cash tender offers to purchase their respective outstanding senior unsecured notes maturing in 2028 (such offers, as so amended, the “Amended Offers”). The following Current Report on Form and accompanying press release attached hereto as Exhibit 99.3 provide information regarding the results and settlement of the Amended Offers.

 

On November 26, 2024, Lumen issued a press release announcing (1) the expiration of the Amended Offers of Lumen and Level 3 to purchase any and all of Lumen’s outstanding 6.875% Debentures, Series G, due 2028 and Level 3’s outstanding 4.250% Senior Notes due 2028 (collectively, the “2028 Notes”), effective as of 5:00 p.m., New York City time, on November 25, 2024 (the “2028 Notes Expiration Time”), and (2) the results of the Amended Offers. A copy of the Company’s press release announcing the expiration and results of the Amended Offers is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

On November 26, 2024, the Offerors purchased all of the 2028 Notes validly tendered (and not validly withdrawn) at or prior to the 2028 Notes Expiration Time.

Neither this Current Report on Form nor the press release attached hereto as Exhibit 99.3 constitutes either (i) an offer to purchase, or a solicitation of an offer to sell, the 2028 Notes, or (ii) a solicitation to participate in the Amended Offers. The Amended Offers are not being made to holders of 2028 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with applicable laws.

 

(d) Exhibits:

 

 

1

Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc., Level 3 Parent, LLC, and Qwest Corporation have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

 

2