Lumen Announces (1) Expiration and Results of Certain Previously-Announced Cash Tender Offers of Lumen and Level 3 and (2) Amendments to the Remaining Previously-Announced Cash Tender Offers to Increase the Tender Consideration and Extend the Expiration Time
Lumen Technologies (NYSE: LUMN) announced the expiration and results of certain cash tender offers, along with amendments to remaining offers. For expired offers, the company received varying tender rates: 38% of 5.625% Senior Notes due 2025, 9% of 7.200% Senior Notes due 2025, 41% of 5.125% Senior Notes due 2026, and 8% of 4.000% Senior Notes due 2027. Level 3 Financing received 8% tender for 3.400% Notes and 43% for 4.625% Notes due 2027.
For amended offers, Lumen increased tender consideration for 6.875% Debentures due 2028 to $947.50 and Level 3's 4.250% Senior Notes due 2028 to $890.00 per $1,000 principal amount. The expiration time has been extended to November 25, 2024.
Lumen Technologies (NYSE: LUMN) ha annunciato la scadenza e i risultati di alcune offerte di acquisto in contante, insieme alle modifiche delle offerte rimanenti. Per le offerte scadute, la società ha ricevuto tassi di adesione variabili: il 38% dei Senior Notes del 5,625% in scadenza nel 2025, il 9% dei Senior Notes del 7,200% in scadenza nel 2025, il 41% dei Senior Notes del 5,125% in scadenza nel 2026 e l'8% dei Senior Notes del 4,000% in scadenza nel 2027. Level 3 Financing ha ricevuto l'8% di adesione per i Notes del 3,400% e il 43% per i Notes del 4,625% in scadenza nel 2027.
Per le offerte modificate, Lumen ha aumentato il valore di adesione per i Debentures del 6,875% in scadenza nel 2028 a $947,50 e per i Senior Notes del 4,250% di Level 3 in scadenza nel 2028 a $890,00 per ogni $1.000 di valore nominale. Il termine di scadenza è stato esteso al 25 novembre 2024.
Lumen Technologies (NYSE: LUMN) anunció la expiración y los resultados de ciertas ofertas de compra en efectivo, junto con enmiendas a las ofertas restantes. Para las ofertas expiradas, la empresa recibió tasas de aceptación variadas: el 38% de los Senior Notes del 5,625% con vencimiento en 2025, el 9% de los Senior Notes del 7,200% con vencimiento en 2025, el 41% de los Senior Notes del 5,125% con vencimiento en 2026 y el 8% de los Senior Notes del 4,000% con vencimiento en 2027. Level 3 Financing recibió un 8% de aceptación por los Notes del 3,400% y un 43% por los Notes del 4,625% con vencimiento en 2027.
Para las ofertas enmendadas, Lumen aumentó la consideración de la oferta para los Debentures del 6,875% con vencimiento en 2028 a $947.50 y para los Senior Notes del 4,250% de Level 3 con vencimiento en 2028 a $890.00 por cada $1,000 de monto principal. El tiempo de expiración se ha extendido hasta el 25 de noviembre de 2024.
루멘 테크놀로지스 (NYSE: LUMN)는 특정 현금 입찰 제안의 만료 및 결과를 발표하고, 남아 있는 제안에 대한 수정 사항을 발표했습니다. 만료된 제안에 대해 회사는 다양한 입찰 비율을 받았습니다: 2025년에 만기가 도래하는 5.625% 선순위 채권의 38%, 2025년에 만기가 도래하는 7.200% 선순위 채권의 9%, 2026년에 만기가 도래하는 5.125% 선순위 채권의 41%, 그리고 2027년에 만기가 도래하는 4.000% 선순위 채권의 8%. Level 3 금융은 3.400% 채권에 대해 8%의 입찰을, 2027년에 만기가 도래하는 4.625% 채권에 대해 43%의 입찰을 받았습니다.
수정된 제안에 대해 루멘은 2028년에 만기가 도래하는 6.875% 디벤처에 대한 입찰 금액을 $947.50로, Level 3의 2028년에 만기가 도래하는 4.250% 선순위 채권에 대해 $890.00로 증가시켰습니다. 만료 시간은 2024년 11월 25일까지 연장되었습니다.
Lumen Technologies (NYSE: LUMN) a annoncé l'expiration et les résultats de certaines offres de rachat en espèces, ainsi que des modifications aux offres restantes. Pour les offres arrivées à expiration, la société a reçu des taux d'adhésion variables : 38 % des Senior Notes à 5,625 % arrivant à échéance en 2025, 9 % des Senior Notes à 7,200 % arrivant à échéance en 2025, 41 % des Senior Notes à 5,125 % arrivant à échéance en 2026 et 8 % des Senior Notes à 4,000 % arrivant à échéance en 2027. Level 3 Financing a reçu 8 % d'adhésion pour les Notes à 3,400 % et 43 % pour les Notes à 4,625 % arrivant à échéance en 2027.
Pour les offres modifiées, Lumen a augmenté la compensation d'adhésion pour les Debentures à 6,875 % arrivant à échéance en 2028 à 947,50 $ et pour les Senior Notes à 4,250 % de Level 3 arrivant à échéance en 2028 à 890,00 $ pour chaque 1 000 $ de montant principal. La date d'expiration a été prolongée jusqu'au 25 novembre 2024.
Lumen Technologies (NYSE: LUMN) hat das Ende und die Ergebnisse bestimmter Barangebote bekannt gegeben sowie Änderungen an den verbleibenden Angeboten. Für abgelaufene Angebote erhielt das Unternehmen unterschiedliche Annahmeraten: 38% der 5,625% Senior Notes mit Fälligkeit 2025, 9% der 7,200% Senior Notes mit Fälligkeit 2025, 41% der 5,125% Senior Notes mit Fälligkeit 2026 und 8% der 4,000% Senior Notes mit Fälligkeit 2027. Level 3 Finance erhielt 8% Annahme für die 3,400% Notes und 43% für die 4,625% Notes mit Fälligkeit 2027.
Für die geänderten Angebote hat Lumen die Annahmevergütung für die 6,875% Debentures mit Fälligkeit 2028 auf $947,50 und für die Level 3 4,250% Senior Notes mit Fälligkeit 2028 auf $890,00 pro $1.000 Nennbetrag erhöht. Die Ablaufzeit wurde auf den 25. November 2024 verlängert.
- Successful completion of tender offers for multiple note series
- Extension of deadline for 2028 notes provides more flexibility for noteholders
- Increased tender consideration for 2028 notes may attract more participants
- Low tender rates (8-9%) for some note series indicate investor interest
- Company needs to pay premium prices to repurchase debt
- Multiple debt repurchase attempts suggest potential liquidity management challenges
Insights
This debt tender offer represents a significant financial restructuring effort by Lumen Technologies. The company is attempting to manage its debt profile by repurchasing various series of notes maturing between 2025 and 2028. The response rates vary significantly, from
The amended offers for 2028 notes with increased tender consideration (to
The relatively low tender rates on some notes and the need to increase the offer price highlight potential concerns about Lumen's ability to effectively manage its debt structure, which could impact its financial flexibility and future borrowing costs.
- Results are set forth below for (i) Lumen's tender offers for its unsecured senior notes maturing in 2025, 2026 and 2027 and (ii) Level 3's tender offers for its unsecured senior notes maturing in 2027
- Amended terms are set forth below for (i) Lumen's tender offer for its unsecured senior notes maturing in 2028 and (ii) Level 3's tender offer for its unsecured senior notes maturing in 2028
Results of Below-Specified Expired Cash Tender Offers
The Offers of Lumen and Level 3 to purchase any and all of their respective outstanding unsecured notes identified in the table below (collectively, the "Expired Offer Notes") pursuant to the terms and subject to the conditions set forth in an Offer to Purchase, including the related Notice of Guaranteed Delivery attached as Appendix A thereto (the "Notice of Guaranteed Delivery"), dated November 12, 2024 (collectively, as amended by this press release, the "Offer to Purchase") expired at 5:00 p.m.,
The table below sets forth the aggregate principal amount of each series of Expired Offer Notes that were validly tendered and not validly withdrawn at or prior to the Original Expiration Time, according to information received from the tender and information agent for the Offers.
(a) Issuer and Offeror | (b) Title of Expired Offer | (c) CUSIP | (d) Aggregate | (e) Amount | (f) Aggregate | (g) Tender |
Lumen Technologies, Inc. |
| 156700 AZ9 | 38 % | |||
Lumen Technologies, Inc. |
| 156686 AJ6 | 9 % | |||
Lumen Technologies, Inc. | 156700 BB1 / | 41 % | ||||
Lumen Technologies, Inc. |
| 156700 BC9 / | 8 % | |||
Level 3 Financing, Inc. |
| 527298 BP7 / | 8 % | |||
Level 3 Financing, Inc. | 527298 BN2 | 43 % |
(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) | The principal amounts tendered as reflected in column (f) of the table above exclude the following aggregate principal amount of the Expired Offer Notes expected to be tendered by the guaranteed delivery deadline of 5:00 p.m., |
(3) | Per |
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 Expired Offer Notes validly tendered (and not validly withdrawn) at or prior to the Original Expiration Time (as summarized in column (f) of the table above). Any Expired Offer Notes validly and timely tendered using the Notice of Guaranteed Delivery 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 Notes will only be made up to, but not including, the Expired Offer Settlement Date.
Amendment of Remaining Cash Tender Offers
Lumen and Level 3 have amended the remaining offers (the "Amended Offers") to purchase any and all of their respective outstanding unsecured notes identified in the table below (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. The table below sets forth the amended pricing terms of such Amended Offers:
(a) Issuer and Offeror | (b) Title of 2028 Notes | (c) CUSIP Numbers(1) | (d) Aggregate | (e) New Tender |
Lumen Technologies, Inc. | 156686 AM9 | |||
Level 3 Financing, Inc. | 527298 BR3 / U52783 AW4 |
(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 |
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.,
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 each of the Amended Offers has also been extended to 5:00 p.m.,
The Amended Offers are being made pursuant to the terms and conditions as set forth in the Offer to Purchase.
Subject to the terms and conditions of the Amended Offers, all 2028 Notes (including previously tendered 2028 Notes) that have been, or will be, validly tendered (and not validly withdrawn) at or prior to the 2028 Notes Expiration Time and that are accepted for purchase by the applicable Offeror pursuant to the Amended Offers will be eligible to receive the applicable increased tender consideration set forth in the table above, plus accrued and unpaid interest on such 2028 Notes on the terms and conditions set forth in the Offer to Purchase (the "2028 Notes Accrued Interest") from the applicable last interest payment date with respect to those 2028 Notes up to, but not including, the Extended Settlement Date (as defined below), which is expected to occur on November 26, 2024 (as so extended, the "Extended Settlement Date"), assuming the conditions to the Amended Offers have been either satisfied or waived by the applicable Offeror. The Guaranteed Delivery Settlement Date for the Amended Offers is expected to be November 29, 2024.
The Offerors have not made, and will not make, either (i) any determination as to the value of any series of 2028 Notes or (ii) any determination that the consideration to be received in connection with the Amended Offers represents a fair valuation of either series of 2028 Notes. The Offerors have not obtained or requested, and will not obtain or request, a fairness opinion from any banking or other firm as to the fairness of the consideration offered in either of the Amended Offers or the relative values of the 2028 Notes. Therefore, if holders tender their 2028 Notes, such holders may not receive more, or as much, value as if such holder chose to retain their 2028 Notes. Any decision to participate in the Amended Offers must be based on a holder's own independent evaluation of the financial merits of the Amended Offers and the information included and incorporated by reference in the Offer to Purchase.
Other Information
Capitalized terms used in this release but not otherwise defined have the meaning specified in the Offer to Purchase.
The consummation of each Offer is conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase.
The Offer to Purchase sets forth the complete terms and conditions of the Offers. Except as described in this press release, the terms and conditions of the Offers remain the same as set forth in the Offer to Purchase. Subject to applicable law, each of the Offers may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing, as the case may be, any other Offer, and none of the Offers are contingent upon the consummation of any other Offer.
Persons with questions regarding the Offers should contact the lead dealer manager for the 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 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.
None of the Offerors or their respective subsidiaries or affiliates, the directors, managers or officers of any such companies, any dealer manager, the tender and information agent or the trustees for the Notes are making any recommendation as to whether holders should tender any Notes in response to the Offers, and no one has been authorized by any of them to make such a recommendation. Holders must make their own independent decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.
The Offers are being made solely pursuant to the terms and conditions contained in the Offer to Purchase, as amended by this press release. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. 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 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 Offers; the ability of the applicable Offeror to consummate the Offers; corporate developments that could preclude, impair or delay the consummation of the 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
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SOURCE Lumen Technologies
FAQ
What was the tender rate for Lumen's 5.625% Senior Notes due 2025?
What is the new tender consideration for Lumen's 6.875% Debentures due 2028?
When is the new expiration time for the amended tender offers?
