(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of registrants’ principal executive offices) |
(Zip Code) |
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)) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Item 1.01 |
Entry into a Material Definitive Agreement. |
• | the incurrence by Level 3 of $1.325 billion in new money long term senior secured first lien indebtedness, which indebtedness will be backstopped by certain of the Consenting Parties; |
• | a new revolving credit facility at Lumen in an amount expected to be approximately $1 billion; |
• | the extension of maturities, covenant modifications and rate increases of certain secured and unsecured indebtedness at the Company and Level 3 through a series of exchanges and other debt transactions with certain Consenting Parties as set forth in the Term Sheet; and |
• | the repayment of certain indebtedness at the Company and Qwest. |
Item 7.01 |
Regulation FD Disclosure. |
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit No. |
Description | |
10.1 | Amended and Restated Transaction Support Agreement by and among Lumen Technologies, Inc., Level 3 Financing, Inc., Qwest Corporation, and the Consenting Parties identified therein, dated January 22, 2024 | |
99.1 | Press Release of Lumen Technologies, Inc., dated January 25, 2024 | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
LUMEN TECHNOLOGIES, INC. | ||||||
Dated: January 25 , 2024 |
By: | /s/ Stacey W. Goff | ||||
Stacey W. Goff | ||||||
Executive Vice President, General Counsel and Secretary | ||||||
LEVEL 3 PARENT, LLC | ||||||
Dated: January 25 , 2024 |
By: | /s/ Stacey W. Goff | ||||
Stacey W. Goff | ||||||
Executive Vice President, General Counsel and Secretary | ||||||
QWEST CORPORATION | ||||||
Dated: January 25 , 2024 |
By: | /s/ Stacey W. Goff | ||||
Stacey W. Goff | ||||||
Executive Vice President, General Counsel and Secretary |