Lumen Technologies Inc SEC Filings

Qwest Corporation is offering to exchange two series of its outstanding notes for new Qwest notes that will be unconditionally guaranteed by Lumen Technologies, Inc. The exchange covers $977,500,000 of 6.5% notes due 2056 and $660,000,000 of 6.75% notes due 2057. Holders validly tendered before June 9, 2026 (the Expiration Date) will receive $25 principal amount of the corresponding New Qwest Notes per $25 principal amount tendered plus a cash consent fee of $0.0625 per $25 and accrued interest; interest on the New Qwest Notes will accrue from the Settlement Date, expected on or about the second business day after the Expiration Date. Certain institutional Support Parties holding approximately 30.3% of the Old 2056 Notes and 24.2% of the Old 2057 Notes have agreed to participate under a support agreement. By tendering, holders are deemed to consent to proposed amendments that would eliminate substantially all covenants in the applicable Old Qwest Indenture if Requisite Consents (a majority by principal amount of a series) are received; those amendments, if adopted, will bind non‑tendering holders of that series. The Exchange Consideration, deadlines, listing plans for $25 denominations on the NYSE, soliciting dealer and Consent Fee mechanics, and related conditions are described in the prospectus.

Qwest Corporation is offering to exchange two series of its outstanding notes for new Qwest notes that will be unconditionally guaranteed by Lumen Technologies, Inc. The exchange covers $977,500,000 of 6.5% notes due 2056 and $660,000,000 of 6.75% notes due 2057. Holders validly tendered before June 9, 2026 (the Expiration Date) will receive $25 principal amount of the corresponding New Qwest Notes per $25 principal amount tendered plus a cash consent fee of $0.0625 per $25 and accrued interest; interest on the New Qwest Notes will accrue from the Settlement Date, expected on or about the second business day after the Expiration Date. Certain institutional Support Parties holding approximately 30.3% of the Old 2056 Notes and 24.2% of the Old 2057 Notes have agreed to participate under a support agreement. By tendering, holders are deemed to consent to proposed amendments that would eliminate substantially all covenants in the applicable Old Qwest Indenture if Requisite Consents (a majority by principal amount of a series) are received; those amendments, if adopted, will bind non‑tendering holders of that series. The Exchange Consideration, deadlines, listing plans for $25 denominations on the NYSE, soliciting dealer and Consent Fee mechanics, and related conditions are described in the prospectus.

Lumen Technologies, Inc., through its subsidiary Level 3 Financing, Inc., is outlining the terms of new senior unsecured notes issued in a private offering. A portion of the net proceeds was used to buy back certain unsecured notes via concurrent tender offers and to pay related fees and expenses.

The notes bear interest from May 21, 2026, with payments due each February 15 and August 15, starting February 15, 2027. They rank equally with other unsubordinated debt of Level 3 Financing and are fully and unconditionally guaranteed on a senior unsecured basis by Level 3 Parent and certain material domestic subsidiaries, with additional guarantees expected after required regulatory approvals.

The notes feature optional redemption rights for Level 3 Financing, including an equity-funded redemption of up to 40% of principal before August 15, 2029, standard make-whole provisions before August 15, 2031, and scheduled call prices thereafter. If specified change of control events occur, holders can require Level 3 Financing to repurchase the notes at 101% of principal plus accrued interest. The indenture also includes customary events of default and restrictive covenants limiting additional indebtedness, liens, and certain corporate actions. The notes and guarantees were sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, without registration rights.

Qwest Corporation offers exchange offers to replace its outstanding 6.5% Notes due 2056 and 6.75% Notes due 2057 with newly issued notes guaranteed on an unsecured basis by Lumen Technologies, Inc. The exchange covers $977,500,000 aggregate principal of the Old 2056 Notes and $660,000,000 aggregate principal of the Old 2057 Notes.

For each $25 principal amount tendered, holders eligible to participate may receive $25 principal of corresponding New Qwest Notes plus a cash Consent Fee of $0.0625, together with accrued interest. Certain institutional Support Parties representing approximately 30.3% of the Old 2056 Notes and 24.2% of the Old 2057 Notes have signed a Support Agreement. The Withdrawal Deadline and Expiration Date are 5:00 p.m., New York City time, on June 9, 2026, and settlement is planned on or about the second business day following the Expiration Date.

Qwest Corporation offers exchange offers to replace its outstanding 6.5% Notes due 2056 and 6.75% Notes due 2057 with newly issued notes guaranteed on an unsecured basis by Lumen Technologies, Inc. The exchange covers $977,500,000 aggregate principal of the Old 2056 Notes and $660,000,000 aggregate principal of the Old 2057 Notes.

For each $25 principal amount tendered, holders eligible to participate may receive $25 principal of corresponding New Qwest Notes plus a cash Consent Fee of $0.0625, together with accrued interest. Certain institutional Support Parties representing approximately 30.3% of the Old 2056 Notes and 24.2% of the Old 2057 Notes have signed a Support Agreement. The Withdrawal Deadline and Expiration Date are 5:00 p.m., New York City time, on June 9, 2026, and settlement is planned on or about the second business day following the Expiration Date.

Qwest Corporation offers exchange offers to replace its outstanding 6.5% Notes due 2056 and 6.75% Notes due 2057 with newly issued notes guaranteed on an unsecured basis by Lumen Technologies, Inc. The exchange covers $977,500,000 aggregate principal of the Old 2056 Notes and $660,000,000 aggregate principal of the Old 2057 Notes.

For each $25 principal amount tendered, holders eligible to participate may receive $25 principal of corresponding New Qwest Notes plus a cash Consent Fee of $0.0625, together with accrued interest. Certain institutional Support Parties representing approximately 30.3% of the Old 2056 Notes and 24.2% of the Old 2057 Notes have signed a Support Agreement. The Withdrawal Deadline and Expiration Date are 5:00 p.m., New York City time, on June 9, 2026, and settlement is planned on or about the second business day following the Expiration Date.

Qwest Corporation offers exchange offers to replace its outstanding 6.5% Notes due 2056 and 6.75% Notes due 2057 with newly issued notes guaranteed on an unsecured basis by Lumen Technologies, Inc. The exchange covers $977,500,000 aggregate principal of the Old 2056 Notes and $660,000,000 aggregate principal of the Old 2057 Notes.

For each $25 principal amount tendered, holders eligible to participate may receive $25 principal of corresponding New Qwest Notes plus a cash Consent Fee of $0.0625, together with accrued interest. Certain institutional Support Parties representing approximately 30.3% of the Old 2056 Notes and 24.2% of the Old 2057 Notes have signed a Support Agreement. The Withdrawal Deadline and Expiration Date are 5:00 p.m., New York City time, on June 9, 2026, and settlement is planned on or about the second business day following the Expiration Date.

Lumen Technologies$456 million of Qwest’s existing notes into amended exchange offers. The commitments (approximately $296.5 million of the 2056 series and $159.5 million of the 2057 series) are conditioned on the effectiveness of a Post-Effective Amendment to the Form S-4 registration statement.

The Exchange Offers were amended to provide new notes — 6.500% due 2051 and 6.750% due 2052 — and the expiration/withdrawal deadlines were extended to June 9, 2026. Supporting Noteholders agreed to tender by June 2, 2026, and the Support Agreement generally terminates at 5:00 p.m. ET on June 30, 2026.

Lumen Technologies$456 million of Qwest’s existing notes into amended exchange offers. The commitments (approximately $296.5 million of the 2056 series and $159.5 million of the 2057 series) are conditioned on the effectiveness of a Post-Effective Amendment to the Form S-4 registration statement.

The Exchange Offers were amended to provide new notes — 6.500% due 2051 and 6.750% due 2052 — and the expiration/withdrawal deadlines were extended to June 9, 2026. Supporting Noteholders agreed to tender by June 2, 2026, and the Support Agreement generally terminates at 5:00 p.m. ET on June 30, 2026.

Lumen Technologies$456 million of Qwest’s existing notes into amended exchange offers. The commitments (approximately $296.5 million of the 2056 series and $159.5 million of the 2057 series) are conditioned on the effectiveness of a Post-Effective Amendment to the Form S-4 registration statement.

The Exchange Offers were amended to provide new notes — 6.500% due 2051 and 6.750% due 2052 — and the expiration/withdrawal deadlines were extended to June 9, 2026. Supporting Noteholders agreed to tender by June 2, 2026, and the Support Agreement generally terminates at 5:00 p.m. ET on June 30, 2026.

Lumen Technologies$456 million of Qwest’s existing notes into amended exchange offers. The commitments (approximately $296.5 million of the 2056 series and $159.5 million of the 2057 series) are conditioned on the effectiveness of a Post-Effective Amendment to the Form S-4 registration statement.

The Exchange Offers were amended to provide new notes — 6.500% due 2051 and 6.750% due 2052 — and the expiration/withdrawal deadlines were extended to June 9, 2026. Supporting Noteholders agreed to tender by June 2, 2026, and the Support Agreement generally terminates at 5:00 p.m. ET on June 30, 2026.

Lumen Technologies, together with its subsidiary Qwest Corporation, has entered a Support Agreement with certain noteholders and amended its previously announced exchange offers for long-dated Qwest notes. Supporting noteholders committed to tender approximately $456 million of Old Qwest Notes, including $296.5 million of 6.5% notes due 2056 and $159.5 million of 6.75% notes due 2057, by June 2, 2026. In return, they will receive new 6.500% notes due 2051 or 6.750% notes due 2052 on a par-for-par basis, fully and unconditionally guaranteed by Lumen. Qwest also eliminated the early tender date and extended the exchange expiration and withdrawal deadlines to 5 p.m. ET on June 9, 2026, with the offers and new notes subject to effectiveness of a post-effective amendment to the Form S-4 registration statement.

Lumen Technologies, together with its subsidiary Qwest Corporation, has entered a Support Agreement with certain noteholders and amended its previously announced exchange offers for long-dated Qwest notes. Supporting noteholders committed to tender approximately $456 million of Old Qwest Notes, including $296.5 million of 6.5% notes due 2056 and $159.5 million of 6.75% notes due 2057, by June 2, 2026. In return, they will receive new 6.500% notes due 2051 or 6.750% notes due 2052 on a par-for-par basis, fully and unconditionally guaranteed by Lumen. Qwest also eliminated the early tender date and extended the exchange expiration and withdrawal deadlines to 5 p.m. ET on June 9, 2026, with the offers and new notes subject to effectiveness of a post-effective amendment to the Form S-4 registration statement.

Lumen Technologies filed an 8-K to present updated unaudited pro forma financial information reflecting its completed sale of the Mass Markets fiber-to-the-home business in 11 states. The business was sold to an AT&T subsidiary for $5.75 billion in cash, reduced by about $30 million of adjustments and costs, resulting in roughly $5.72 billion of pre-tax proceeds.

Lumen used these proceeds and cash on hand to redeem several secured note issues and fully repay its superpriority term B credit facility. The pro forma statement of operations for the three months ended March 31, 2026 removes the divested unit and incorporates effects of new commercial and transition service agreements with AT&T, as well as related tax impacts. On this pro forma basis, Q1 2026 revenue is $2.84 billion and the net loss is $222 million.

Lumen Technologies filed an 8-K to present updated unaudited pro forma financial information reflecting its completed sale of the Mass Markets fiber-to-the-home business in 11 states. The business was sold to an AT&T subsidiary for $5.75 billion in cash, reduced by about $30 million of adjustments and costs, resulting in roughly $5.72 billion of pre-tax proceeds.

Lumen used these proceeds and cash on hand to redeem several secured note issues and fully repay its superpriority term B credit facility. The pro forma statement of operations for the three months ended March 31, 2026 removes the divested unit and incorporates effects of new commercial and transition service agreements with AT&T, as well as related tax impacts. On this pro forma basis, Q1 2026 revenue is $2.84 billion and the net loss is $222 million.

Lumen Technologies reported early results of its cash tender offers to repurchase certain notes issued by Lumen, Level 3 Financing and Qwest Capital Funding. The offers target an aggregate purchase price of up to $750 million of outstanding debt securities.

By the Early Tender Deadline of May 19, 2026, holders had tendered approximately $1,411.4 million in aggregate principal amount of eligible notes, and about $765.9 million in principal amount was accepted for purchase, reaching the tender cap based on Total Consideration. The tender offers are scheduled to expire on June 4, 2026, with early settlement expected on May 21, 2026 and a final settlement currently expected on June 8, 2026.

Because tenders already exceed the Aggregate Maximum Tender Cap, the offerors do not expect to accept additional tenders. Accepted holders will receive the applicable Total Consideration plus accrued and unpaid interest in cash. The company emphasizes that no recommendation is being made to noteholders about whether to tender.

Lumen Technologies reported early results of its cash tender offers to repurchase certain notes issued by Lumen, Level 3 Financing and Qwest Capital Funding. The offers target an aggregate purchase price of up to $750 million of outstanding debt securities.

By the Early Tender Deadline of May 19, 2026, holders had tendered approximately $1,411.4 million in aggregate principal amount of eligible notes, and about $765.9 million in principal amount was accepted for purchase, reaching the tender cap based on Total Consideration. The tender offers are scheduled to expire on June 4, 2026, with early settlement expected on May 21, 2026 and a final settlement currently expected on June 8, 2026.

Because tenders already exceed the Aggregate Maximum Tender Cap, the offerors do not expect to accept additional tenders. Accepted holders will receive the applicable Total Consideration plus accrued and unpaid interest in cash. The company emphasizes that no recommendation is being made to noteholders about whether to tender.

Lumen Technologies, Inc. executive James Fowler reported a routine tax-related share disposition. On the vesting of his equity awards, 22,922 shares of Common Stock were withheld at $10.34 per share to cover taxes. After this withholding, Fowler directly holds 1,608,275 shares of Lumen common stock.

Lumen Technologies, Inc., through its subsidiary Level 3 Financing, Inc., amended its existing credit agreement on May 13, 2026 to refinance and reprice its secured term loan facilities. Immediately after these credit facilities transactions, Level 3 had $2,400 million of outstanding borrowings under a revised term loan facility.

The amended Term Loan Facility now bears interest at either a base rate plus a 1.75% margin or SOFR plus a 2.75% margin, with a SOFR floor of 0.00%, and matures on March 27, 2032. The loan is secured by a first priority lien on substantially all of Level 3’s and its guarantor subsidiaries’ assets and benefits from guarantees by those subsidiaries, along with an unsecured parent guarantee from Lumen that can be released at Lumen’s discretion. The amendment also allows a transition of the administrative agent role from Wilmington Trust to Bank of America and updates various covenants governing additional debt, asset sales, dividends, and affiliate transactions.