DENVER, Nov. 26,
2024 /PRNewswire/ -- Lumen Technologies, Inc. (NYSE:
LUMN) (the "Company" or "Lumen") announced today the expiration and
results of the cash tender offers (the "Amended Offers") of Lumen
and its indirect, wholly-owned subsidiary Level 3 Financing, Inc.
("Level 3" and, together with Lumen, the "Offerors" and each, an
"Offeror") to purchase any and all of their respective outstanding
senior unsecured notes maturing in 2028 identified in the table
below (collectively, the "2028 Notes") pursuant to the terms and
subject to the conditions set forth in an Offer to Purchase, dated
November 12, 2024, as amended by the
Company's press release dated November 19,
2024 (collectively, as so amended, the "Offer to Purchase").
The Amended Offers expired at 5:00
p.m., New York City time,
on November 25, 2024 (such date and
time, the "2028 Notes Expiration Time"). Withdrawal rights for the
Amended Offers also expired at the 2028 Notes Expiration Time.
The table below sets forth the aggregate principal amount of
each series of 2028 Notes that were validly tendered and not
validly withdrawn at or prior to the 2028 Notes Expiration Time,
according to information received from the tender and information
agent for the Amended Offers.
|
(a) Issuer and
Offeror
|
(b) Title of
Notes
|
(c) CUSIP
Numbers(1)
|
(d) Aggregate
Principal
Amount
Outstanding
Prior to the
Amended
Offers
|
(e) Amount
Tendered (as
Percentage of
Aggregate
Principal
Amount
Shown in
Column (d))
|
(f) Aggregate Principal
Amount of Notes Tendered and Expected to be Accepted
|
(g) Amended Tender
Consideration(2)
|
|
Lumen Technologies,
Inc.
|
6.875% Debentures,
Series G,
due 2028
|
156686 AM9
|
$161,817,000
|
14.89 %
|
$24,094,000
|
$947.50
|
|
Level 3 Financing,
Inc.
|
4.250% Senior Notes due
2028
|
527298 BR3 /
U52783 AW4
|
$488,098,000
|
56.41 %
|
$275,334,000
|
$890.00
|
|
|
|
|
|
|
|
|
|
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP numbers listed
in column (c) of the table above. They are provided solely for
convenience.
|
|
(2)
|
Per $1,000 principal
amount of 2028 Notes validly tendered (and not validly withdrawn)
and accepted for purchase by the applicable Offeror. Excludes
accrued and unpaid interest on such 2028 Notes, which will be paid
on the terms and conditions set forth in the Offer to Purchase with
respect to the 2028 Notes accepted for purchase by the applicable
Offeror as described below.
|
Subject to the satisfaction or waiver of the conditions to the
Amended Offers, prior to the close of business on November 26, 2024 (such date, the "Extended
Settlement Date") the applicable Offerors expect to accept for
purchase, and expect to pay for, all 2028 Notes validly tendered
(and not validly withdrawn) at or prior to the 2028 Notes
Expiration Time (as summarized in column (f) of the table
above).
Persons with questions regarding the Amended Offers should
contact the lead dealer manager for the Amended Offers, Citigroup
Global Markets Inc., by telephone at (800) 558-3745 (toll-free) or
at (212) 723-6106 (collect). Global Bondholder Services Corporation
is the tender and information agent for the Amended Offers, and may
be reached by telephone at (212) 430-3774 (for banks and brokers
only) or (855) 654-2014 (toll-free) (for all others), by email at
contact@gbsc-usa.com or at the following web address:
https://gbsc-usa.com/lumen-level3.
The Amended Offers are being made solely pursuant to the terms
and conditions contained in the Offer to Purchase. This press
release is neither an offer to purchase nor a solicitation of an
offer to sell any 2028 Notes. 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 the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the Amended Offers are required to be made by a licensed
broker or dealer, the Amended Offers will be deemed to be made on
behalf of the applicable Offeror by the applicable dealer manager,
or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
About Lumen Technologies
Lumen is unleashing the world's digital potential. We ignite
business growth by connecting people, data, and applications –
quickly, securely, and effortlessly. As the trusted network for AI,
Lumen uses the scale of our network to help companies realize AI's
full potential. From metro connectivity to long-haul data transport
to our edge cloud, security, managed service, and digital platform
capabilities, we meet our customers' needs today and as they build
for tomorrow.
Forward Looking Statements
Except for historical and factual information, the matters set
forth in this release and other oral or written statements of the
Offerors identified by words such as "estimates," "expects,"
"anticipates," "believes," "plans," "intends," "will," 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, are inherently speculative, and are subject to a number of
assumptions, risks, and uncertainties, many of which are beyond the
control of the Offerors. Actual events and results may differ
materially from those anticipated, estimated, projected, or implied
by the Offerors 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 satisfaction or waiver by the applicable
Offeror of all conditions to the Amended Offers; the ability of the
applicable Offeror to consummate the Amended Offers; corporate
developments that could preclude, impair or delay the consummation
of the Amended Offers due to restrictions under the federal
securities laws; changes in the credit ratings of the applicable
Offeror; 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 the
filings of Lumen and Level 3 Parent, LLC with the U.S. Securities
and Exchange Commission ("SEC"). For all the reasons set forth
above and in the SEC filings of Lumen and Level 3 Parent, LLC, you
are cautioned not to unduly rely upon any forward-looking
statements, which speak only as of the date made. The Offerors
undertake 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. Either Offeror may change its intentions, strategies, or
plans (including its plans expressed herein) at any time and
without notice, based upon any changes in such factors, in its
assumptions or otherwise.
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SOURCE Lumen Technologies