Lumen (NYSE: LUMN) guarantees Level 3 notes and credit facilities
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Lumen Technologies, Inc. entered into new guarantee arrangements supporting certain debt of its subsidiary Level 3. On April 30, 2026, Lumen provided unconditional guarantees on a senior unsecured basis of Level 3’s obligations under its 6.875% first lien notes due 2033, 7.000% first lien notes due 2034, and its existing Credit Agreement facilities.
The guarantees were implemented through supplemental indentures and a Lumen Parent Guarantee Agreement. These Lumen Guarantees are intended to simplify reporting so Level 3 Parent, LLC will stop filing separate SEC reports, while Level 3 will satisfy its note and credit agreement reporting obligations by furnishing Lumen’s Exchange Act filings, including certain summary financial information for Level 3 Parent.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
First lien notes coupon: 6.875% first lien notes
First lien notes coupon: 7.000% first lien notes
Guarantee date: April 30, 2026
3 metrics
First lien notes coupon
6.875% first lien notes
Level 3 notes due 2033 guaranteed by Lumen
First lien notes coupon
7.000% first lien notes
Level 3 notes due 2034 guaranteed by Lumen
Guarantee date
April 30, 2026
Effective date of Lumen Guarantees and agreements
Key Terms
Supplemental Indentures, Lumen Parent Guarantee Agreement, first lien notes, senior unsecured basis, +1 more
5 terms
Supplemental Indentures financial
"Lumen Technologies, Inc. entered into supplemental indentures (the “Supplemental Indentures”) to the indenture, dated as of June 30, 2025…"
Supplemental indentures are formal amendments to the original contract that governs a bond or other debt, changing terms such as repayment schedule, interest, collateral, or borrower promises. They matter to investors because they can increase or reduce the risk and value of a security—like updating a rental agreement for new rules—so investors need to know whether protections were weakened, strengthened, or left unchanged.
Lumen Parent Guarantee Agreement financial
"Lumen entered into the Lumen Parent Guarantee Agreement (the “Guarantee Agreement”), by and among Lumen, Level 3, as borrower…"
first lien notes financial
"relating to the 6.875% first lien notes due 2033 of Level 3 and…7.000% first lien notes due 2034 of Level 3"
First lien notes are debt securities backed by specific assets that give their holders the top legal claim on those assets if the borrower can’t pay—think of them like a primary mortgage on a property: whoever holds the first lien gets paid off first from the sale. They matter to investors because that priority reduces the risk of losing principal compared with unsecured or lower-priority debt, usually meaning more protection but typically a lower yield.
senior unsecured basis financial
"Lumen provided unconditional guarantees on a senior unsecured basis of Level 3’s obligations under the 1L Indentures"
Credit Agreement financial
"credit facilities created pursuant to its Credit Agreement, dated March 22, 2024…by and among Level 3, as borrower…"
A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.
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): April 30, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(318 ) 388-9000
(Telephone number, including area code)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of registrant’s principal executive offices) |
(Zip Code) |
Registrants’ telephone number, including area code: (720 ) 888-1000
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 | |||
| Lumen Technologies, Inc. | no-par value per share |
|||||
| Lumen Technologies, Inc. |
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 1.01 Entry into a Material Definitive Agreement.
Supplemental Indentures
On April 30, 2026, Lumen Technologies, Inc., a Louisiana corporation (“Lumen”), entered into supplemental indentures (the “Supplemental Indentures”) to (a) the indenture, dated as of June 30, 2025, by and among, Level 3 Financing, Inc. (“Level 3”), as issuer, Level 3 Parent, LLC (“Level 3 Parent”), as a guarantor, the other guarantors party thereto, U.S. Bank Trust Company, National Association (the “Trustee”), as trustee, and Wilmington Trust, National Association (the “Collateral Agent”), as collateral agent, relating to the 6.875% first lien notes due 2033 of Level 3 and (b) the indenture, dated as of August 18, 2025, by and among Level 3, Level 3 Parent, the other guarantors party thereto, the Trustee, and the Collateral Agent, relating to the 7.000% first lien notes due 2034 of Level 3 (collectively, the “1L Indentures”). Pursuant to the Supplemental Indentures, Lumen provided unconditional guarantees on a senior unsecured basis of Level 3’s obligations under the 1L Indentures (together with the Lumen guarantee described below under “Credit Agreement”, the “Lumen Guarantees”) on the terms and conditions set forth in the 1L Indentures, subject to release as provided therein.
The foregoing summaries of the Supplemental Indentures do not purport to be complete and are qualified in their entirety by reference to the full text of the Supplemental Indentures, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form
8-K
and incorporated herein by reference. Credit Agreement
On April 30, 2026, Lumen entered into the Lumen Parent Guarantee Agreement (the “Guarantee Agreement”), by and among Lumen, Level 3, as borrower, and Wilmington Trust, National Association, as administrative agent, pursuant to which Lumen provided an unconditional guarantee on a senior unsecured basis of Level 3’s obligations under the credit facilities created pursuant to its Credit Agreement, dated March 22, 2024 (as amended, restated, amended and restated or otherwise modified, the “Credit Agreement”) by and among Level 3, as borrower, Level 3 Parent, as guarantor, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto.
The foregoing summary of the Guarantee Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Guarantee Agreement, which is filed as Exhibit 10.3 to this Current Report on Form
8-K
and incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant. The information in Item 1.01 of this Form
8-K
is hereby incorporated by reference into this Item 2.03. 2
Item 8.01 Other Events.
The information in Item 1.01 of this Form
8-K
is hereby incorporated by reference into this Item 8.01. The Lumen Guarantees were entered into to simplify Lumen and its subsidiaries’ reporting obligations. As a resu
lt,
Level 3 Parent will no longer file reports with the Securities and Exchange Commission. Level 3 will instead satisfy its reporting obligations under the 1L Indentures, the indentures governing its senior unsecured notes and the Credit Agreement by furnishing Lumen’s Securities Exchange Act of 1934, as amended (“Exchange Act”) filings, which, in the case of Lumen’s Exchange Act filings on Form 10-K
and Form 10-Q,
will include certain summary financial information of Level 3 Parent on a consolidated basis. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished with the above-described Current Report on Form
8-K:
Exhibit No. |
Description | |
| 10.1 | First Supplemental Indenture, dated as of April 30, 2026, among Lumen Technologies, Inc., Level 3 Parent, LLC and the other guarantors party thereto, Level 3 Financing, Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee, and Wilmington Trust, National Association, as collateral agent, relating to the 6.875% First Lien Notes due 2033. | |
| 10.2 | First Supplemental Indenture, dated as of April 30, 2026, among Lumen Technologies, Inc., Level 3 Parent, LLC and the other guarantors party thereto, Level 3 Financing, Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee, and Wilmington Trust, National Association, as collateral agent, relating to the 7.000% First Lien Notes due 2034. | |
| 10.3 | Lumen Parent Guarantee Agreement, dated as of April 30, 2026, by and among Lumen Technologies, Inc., Level 3 Financing, Inc., as borrower, and Wilmington Trust, National Association, as administrative agent. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc. and Level 3 Parent,
LLC
have duly caused this Current Report on Form 8-K
to be signed on their behalf by the undersigned officer hereunto duly authorized. LUMEN TECHNOLOGIES, INC. | ||||||
| By: | /s/ Chris Stansbury | |||||
| Chris Stansbury | ||||||
| President and Chief Financial Officer | ||||||
LEVEL 3 PARENT, LLC | ||||||
| Dated: April 30, 2026 | By: | /s/ Chris Stansbury | ||||
| Chris Stansbury | ||||||
| President and Chief Financial Officer | ||||||
4
FAQ
What did Lumen Technologies (LUMN) disclose in this 8-K?
Lumen Technologies disclosed that it entered into supplemental indentures and a parent guarantee agreement on April 30, 2026, providing unconditional guarantees of certain Level 3 debt obligations. These guarantees apply to first lien notes and credit facilities under Level 3’s existing Credit Agreement.
Which Level 3 notes are covered by the new Lumen guarantees?
The guarantees cover Level 3’s 6.875% first lien notes due 2033 and its 7.000% first lien notes due 2034. Lumen provided unconditional guarantees on a senior unsecured basis of Level 3’s obligations under the related indentures, subject to release provisions described in those indentures.
How does the Lumen Parent Guarantee Agreement affect Level 3’s Credit Agreement?
Under the Lumen Parent Guarantee Agreement, Lumen unconditionally guarantees on a senior unsecured basis Level 3’s obligations under the Credit Agreement dated March 22, 2024. That Credit Agreement governs Level 3’s credit facilities with Wilmington Trust as administrative and collateral agent and various lenders.
Why were the Lumen Guarantees put in place for Level 3 and Level 3 Parent?
The Lumen Guarantees were entered into to simplify reporting obligations across Lumen and its subsidiaries. After these changes, Level 3 Parent will no longer file separate SEC reports, and Level 3 will satisfy its reporting requirements by furnishing Lumen’s Exchange Act filings to its noteholders and lenders.
How will future financial information about Level 3 Parent be provided to investors?
Going forward, Level 3 will satisfy reporting obligations under its indentures and Credit Agreement by furnishing Lumen’s Exchange Act filings. Lumen’s Form 10-K and Form 10-Q filings will include certain summary financial information of Level 3 Parent on a consolidated basis within those reports.