8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2020

CenturyLink, Inc.

(Exact name of registrant as specified in its charter)

Louisiana	001-7784	72-0651161
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 CenturyLink Drive Monroe, Louisiana		71203
(Address of registrants’ principal executive offices)		(Zip Code)

Level 3 Parent, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-35134	47-0210602
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1025 Eldorado Blvd. Broomfield, Colorado		80021
(Address of registrant’s principal executive offices)		(Zip Code)

Qwest Corporation

(Exact name of registrant as specified in its charter)

Colorado	001-03040	84-0273800
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 CenturyLink Drive Monroe, Louisiana		71203
(Address of registrant’s principal executive offices)		(Zip Code)

Registrants’ telephone number, including area code: (318) 388-9000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
CenturyLink, Inc.	Common Stock, par value $1.00 per share	CTL	New York Stock Exchange
CenturyLink, Inc.	Preferred Stock Purchase Rights	N/A	New York Stock Exchange
Qwest Corporation	6.125% Notes Due 2053	CTY	New York Stock Exchange
Qwest Corporation	6.875% Notes Due 2054	CTV	New York Stock Exchange
Qwest Corporation	6.625% Notes Due 2055	CTZ	New York Stock Exchange
Qwest Corporation	7.00% Notes Due 2056	CTAA	New York Stock Exchange
Qwest Corporation	6.5% Notes Due 2056	CTBB	New York Stock Exchange
Qwest Corporation	6.75% Notes Due 2057	CTDD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On August 7, 2020, CenturyLink, Inc. issued a press release announcing that its indirect wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), planned to offer $840 million aggregate principal amount of fixed-rate senior unsecured notes in a proposed private offering that would not be registered under the Securities Act of 1933, the net proceeds of which are intended to be used, together with cash on hand, for general corporate purposes, including, without limitation, to redeem all $140 million aggregate principal amount of Level 3 Financing’s outstanding 5.625% Senior Notes due 2023 and all $700 million aggregate principal amount of Level 3 Financing’s outstanding 5.125% Senior Notes due 2023. That press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full.

On August 7, 2020, CenturyLink, Inc. issued a subsequent press release announcing (i) Level 3 Financing’s agreement to sell $840 million aggregate principal amount of its 3.625% Senior Notes due 2029 in a private offering that will not be registered under the Securities Act of 1933 and (ii) that its indirect wholly-owned subsidiary, Qwest Corporation, completed its previously-announced redemption of the remaining $300 million aggregate principal amount of its outstanding 6.875% Notes due 2054 (the “Qwest Notes”). That press release is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference as if set forth in full.

This Current Report on Form 8-K does not constitute a notice of redemption with respect to any of Level 3 Financing’s outstanding senior notes.

Forward-Looking Statements

Except for historical and factual information, the matters set forth in this Current Report on Form 8-K 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 Exhibits 99.1 and 99.2. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
4.1	Thirteenth Supplemental Indenture, dated as of September 29, 2014, by and between Qwest Corporation and U.S. Bank National Association, designating and outlining the terms and conditions of Qwest Corporation’s 6.875% Notes due 2054 (incorporated by reference to Exhibit 4.14 to Qwest Corporation’s Form 8-A (File No. 001-03040) filed with the Securities and Exchange Commission on September 26, 2014).
99.1	Press Release dated August 7, 2020, relating to the proposed private offering of senior notes.
99.2	Press Release dated August 7, 2020, relating to the pricing of the senior notes and the completion of the redemption of the Qwest Notes.
104	Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

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SIGNATURES

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

CENTURYLINK, INC.
By:	/s/ Eric J. Mortensen
	Eric J. Mortensen
	Senior Vice President and Controller
LEVEL 3 PARENT, LLC
By:	/s/ Eric J. Mortensen
	Eric J. Mortensen
	Senior Vice President – Controller
QWEST CORPORATION
By:	/s/ Eric J. Mortensen
	Eric J. Mortensen
	Senior Vice President – Controller

Dated: August 7, 2020

EX-99.1

Exhibit 99.1

CenturyLink Announces Proposed Private Offering of Level 3 Financing Senior Notes

DENVER, Aug. 7, 2020 — CenturyLink Inc. (NYSE: CTL) announced that Level 3 Financing Inc., its indirect, wholly-owned subsidiary (“Level 3 Financing”), plans to offer $840 million aggregate principal amount of fixed-rate unsecured Senior Notes (the “New Notes”) in a proposed private offering that will not be registered under the Securities Act of 1933, as amended (the “Securities Act”).

Level 3 Financing intends to use the net proceeds from the offering, together with cash on hand, for general corporate purposes, including, without limitation, to redeem all $140 million aggregate principal amount of Level 3 Financing’s outstanding 5.625% Senior Notes due 2023 and all $700 million aggregate principal amount of Level 3 Financing’s outstanding 5.125% Senior Notes due 2023.

The New Notes will not be registered under the Securities Act or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements. Accordingly, the New Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A promulgated under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S promulgated under the Securities Act. The New Notes will not have registration rights.

This press release will not constitute an offer to sell, or a solicitation of an offer to buy, the New Notes, nor will there be any sale of the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption with respect to any of Level 3 Financing’s outstanding senior notes.

About CenturyLink

CenturyLink (NYSE: CTL) is a technology leader delivering hybrid networking, cloud connectivity, and security solutions to customers around the world. Through its extensive global fiber network, CenturyLink provides secure and reliable services to meet the growing digital demands of businesses and consumers. CenturyLink strives to be the trusted connection to the networked world and is focused on delivering technology that enhances the customer experience.

Learn more at http://news.centurylink.com/.

Forward-Looking Statements

Except for historical and factual information, the matters set forth in this release and other of our oral or written statements identified by words such as “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements. 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 our control. Actual events and results may differ

materially from those anticipated, estimated, projected or implied by us 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 possibility that potential debt investors will not be receptive to the offering on the terms described above or at all; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; changes in Level 3 Financing’s credit ratings; changes in the cash requirements, financial position, financing plans or investment plans of Level 3 Financing or its affiliates; changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of Level 3 Financing or its affiliates to consummate the above-described transactions on the terms described above or at all; and other risks referenced from time to time in the filings of CenturyLink Inc. or Level 3 Parent LLC with the Securities and Exchange Commission (“SEC”). For all the reasons set forth above and in our SEC filings, you are cautioned not to unduly rely upon our forward-looking statements, which speak only as of the date made. We 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 our intentions contained in any of our forward-looking statements reflects our 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 our assumptions as of such date. We may change our intentions, strategies or plans (including our plans expressed herein) without notice at any time and for any reason.

Media Contact:	Investor Contact:
Jeremy Jones Jeremy.Jones@CenturyLink.com +1 720-567-7044	Valerie Finberg Valerie.Finberg@CenturyLink.com +1 720-888-2501

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EX-99.2

Exhibit 99.2

CenturyLink Announces Pricing of Private Offering of Level 3 Financing Senior Notes

Separately Announces Completion of Redemption of Remaining

Qwest Corporation 6.875% Notes due 2054

DENVER, Aug. 7, 2020 — CenturyLink Inc. (NYSE: CTL) announced that Level 3 Financing Inc., its indirect, wholly-owned subsidiary (“Level 3 Financing”), has agreed to sell $840 million aggregate principal amount of its unsecured 3.625% Senior Notes due 2029 (the “2029 Notes”) pursuant to the private offering announced earlier today.

The 2029 Notes were priced to investors at par and will mature on Jan. 15, 2029. Upon issuance, Level 3 Financing’s obligations under the 2029 Notes will be guaranteed on an unsecured basis by Level 3 Parent LLC, the direct parent of Level 3 Financing.

Level 3 Financing intends to use the net proceeds from the offering, together with cash on hand, for general corporate purposes, including, without limitation, to redeem all $140 million aggregate principal amount of Level 3 Financing’s outstanding 5.625% Senior Notes due 2023 and all $700 million aggregate principal amount of Level 3 Financing’s outstanding 5.125% Senior Notes due 2023. The offering is expected to be completed on Aug. 12, 2020, subject to the satisfaction or waiver of customary closing conditions.

The 2029 Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements. Accordingly, the 2029 Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A promulgated under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S promulgated under the Securities Act. The 2029 Notes will not have registration rights.

In a separate transaction, CenturyLink’s indirect, wholly-owned subsidiary, Qwest Corporation, completed its previously-announced redemption of the remaining $300 million aggregate principal amount of its outstanding 6.875% Notes due 2054 (the “Qwest Notes”). Additional information regarding the redemption of the Qwest Notes is available from Bank of New York Mellon.

This press release will not constitute an offer to sell, or a solicitation of an offer to buy, the 2029 Notes, nor will there be any sale of the 2029 Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption with respect to any of Level 3 Financing’s outstanding senior notes.

About CenturyLink

CenturyLink (NYSE: CTL) is a technology leader delivering hybrid networking, cloud connectivity, and security solutions to customers around the world. Through its extensive global fiber network, CenturyLink provides secure and reliable services to meet the growing digital demands of businesses and consumers. CenturyLink strives to be the trusted connection to the networked world and is focused on delivering technology that enhances the customer experience.

Learn more at http://news.centurylink.com/.

Forward-Looking Statements

Except for historical and factual information, the matters set forth in this release and other of our oral or written statements identified by words such as “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements. 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 our control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us 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, Level 3 Financing’s failure to satisfy the conditions to the initial purchasers’ obligation to consummate the offering; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; changes in Level 3 Financing’s credit ratings; changes in the cash requirements, financial position, financing plans or investment plans of Level 3 Financing or its affiliates; changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of Level 3 Financing to consummate the above-described transactions on the terms described above or at all; and other risks referenced from time to time in the filings of CenturyLink Inc. or Level 3 Parent LLC with the Securities and Exchange Commission (“SEC”). For all the reasons set forth above and in our SEC filings, you are cautioned not to unduly rely upon our forward-looking statements, which speak only as of the date made. We 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 our intentions contained in any of our forward-looking statements reflects our 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 our assumptions as of such date. We may change our intentions, strategies or plans (including our plans expressed herein) without notice at any time and for any reason.

Media Contact:	Investor Contact:
Jeremy Jones	Valerie Finberg
Jeremy.Jones@CenturyLink.com	Valerie.Finberg@CenturyLink.com
+1 720-567-7044	+1 720-888-2501

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XML

Cover Page	Aug. 07, 2020
Entity Information [Line Items]
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Entity Central Index Key	0000018926
Document Type	8-K
Document Period End Date	Aug. 07, 2020
Entity Incorporation, State or Country Code	LA
Entity File Number	001-7784
Entity Tax Identification Number	72-0651161
Entity Address, Address Line One	100 CenturyLink Drive
Entity Address, City or Town	Monroe
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	71203
City Area Code	318
Local Phone Number	388-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Entity Information [Line Items]
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Trading Symbol	CTL
Security Exchange Name	NYSE
Preferred Stock [Member]
Entity Information [Line Items]
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Security Exchange Name	NYSE
Level 3 Parent LLC [Member]
Entity Information [Line Items]
Entity Registrant Name	Level 3 Parent, LLC
Entity Central Index Key	0000794323
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Entity File Number	001-35134
Entity Tax Identification Number	47-0210602
Entity Address, Address Line One	1025 Eldorado Blvd.
Entity Address, City or Town	Broomfield
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
City Area Code	318
Local Phone Number	388-9000
Entity Emerging Growth Company	false
Qwest Corporation [Member]
Entity Information [Line Items]
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Entity Central Index Key	0000068622
Document Type	8-K
Document Period End Date	Aug. 07, 2020
Entity Incorporation, State or Country Code	CO
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Entity Tax Identification Number	84-0273800
Entity Address, Address Line One	100 CenturyLink Drive
Entity Address, City or Town	Monroe
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	71203
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Local Phone Number	388-9000
Entity Emerging Growth Company	false
6.125% Notes Due 2053 [Member]
Entity Information [Line Items]
Title of 12(b) Security	6.125% Notes Due 2053
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Entity Information [Line Items]
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