Lumen Technologies (NYSE: LUMN) ups 2036 notes to $1.25B and expands second-lien note tender offers to $1.5B

Rhea-AI Filing Summary

Lumen Technologies, through its subsidiary Level 3 Financing, is raising new long-term debt and restructuring existing obligations. Level 3 Financing planned an offering of Senior Notes due 2036 and has since priced $1.25 billion of these notes in a private transaction not registered under the Securities Act of 1933. At the same time, it launched cash tender offers to buy back its 4.000% Second Lien Notes due 2031, 3.875% Second Lien Notes due 2030, 4.500% Second Lien Notes due 2030, and 4.875% Second Lien Notes due 2029.

The aggregate purchase price cap for these Existing Second Lien Notes, excluding accrued interest, was increased from $1.0 billion to $1.5 billion. Level 3 Financing also raised the minimum gross proceeds required from one or more debt financings to $1.25 billion. It intends to use the net proceeds from the new notes, together with cash on hand or other liquidity if needed, to fund the tender offers and related fees and expenses, with any remaining funds available for general corporate purposes. The company is also soliciting consents to amend the existing indentures to remove most restrictive covenants, modify certain events of default, and release collateral securing the Existing Second Lien Notes.

Insights

Corporate credit and capital structure analyst

Lumen refinances and extends debt, funding up to $1.5B of second-lien note repurchases with $1.25B of new 2036 notes.

Lumen Technologies, via Level 3 Financing, has priced $1.25 billion of Senior Notes due 2036 in a private offering. Concurrently, it is running cash tender offers to repurchase several series of existing second-lien notes, increasing the aggregate purchase price cap from $1.0 billion to $1.5 billion. This points to a sizable balance-sheet transaction focused on refinancing and terming out portions of the debt stack.

The net proceeds from the new notes, plus cash on hand or other liquidity, are earmarked to fund the tender offers and related fees and expenses, with any leftover amount available for general corporate purposes. The transaction structure includes consent solicitations seeking to strip substantially all restrictive covenants, adjust certain events of default, and release collateral on the Existing Second Lien Notes, which would materially change lender protections if consents are obtained.

From a credit perspective, the overall effect will depend on final participation in the tender offers, pricing of the 8.500% Senior Notes due 2036, and the extent to which secured versus unsecured debt changes in the capital structure. The filing highlights that closing of the new notes offering is expected on December 23, 2025, subject to customary conditions, and that the tender offers are governed by a detailed Offer to Purchase and Consent Solicitation Statement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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.

Understanding 8-K Material Events →

00000189260000794323falsetrue 0000018926 2025-12-08 2025-12-08 0000018926 lumn:Level3ParentLlcMember 2025-12-08 2025-12-08 0000018926 us-gaap:PreferredStockMember 2025-12-08 2025-12-08 0000018926 us-gaap:CommonStockMember 2025-12-08 2025-12-08

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): December 8, 2025

Lumen Technologies, 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 principal executive offices)		(Zip Code)

(318) 388-9000

(Telephone number, including area 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.)

931 14th Street Denver, Colorado		80202
(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.		Common Stock, no-par value per share		LUMN		New York Stock Exchange
Lumen Technologies, Inc.		Preferred Stock Purchase Rights		N/A		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 December 8, 2025, Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) issued a press release announcing that its indirect wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), planned to offer $750 million aggregate principal amount of its Senior Notes due 2036 (the “Notes”) in a proposed private offering that would not be registered under the Securities Act of 1933, as amended (the “Securities Act”). Concurrently with the commencement of the offering, Level 3 Financing announced the commencement of cash tender offers (each, a “Tender Offer”) to purchase the outstanding notes described below, pursuant to, and on the terms and subject to the conditions set forth in, an Offer to Purchase and Consent Solicitation Statement, as supplemented (the “Offer to Purchase”). The notes offered to be purchased in the Tender Offers, listed in the order of priority, are Level 3 Financing’s (1) 4.000% Second Lien Notes due 2031, (2) 3.875% Second Lien Notes due 2030, (3) 4.500% Second Lien Notes due 2030, and (4) 4.875% Second Lien Notes due 2029 (collectively, the “Existing Second Lien Notes”) up to an aggregate purchase price, excluding accrued and unpaid interest, of $1.0 billion (the “Aggregate Purchase Price”). In connection with the Tender Offers, Level 3 Financing also announced the commencement of the solicitation of consents (the “Consent Solicitations”) to amend the indentures governing each series of Existing Second Lien Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and release all of the collateral securing the obligations of Level 3 Financing and the guarantors under the applicable indenture governing such series of Existing Second Lien Notes. Consents to the Collateral Release will not become operative with respect to any series of the Existing Second Lien Notes if the acceptance of such series is prorated in the applicable Tender Offer. 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. The offering is expected to be completed on December 23, 2025, subject to the satisfaction or waiver of customary closing conditions.

On December 8, Lumen issued a subsequent press release announcing the pricing of $1.25 billion of the Notes in a private offering that would not be registered under the Securities Act, which represents a $500 million increase from the previously announced size of the offering. Level 3 Financing intends to use the net proceeds from this offering, together with cash on hand or other available liquidity, if necessary, to purchase its Existing Second Lien Notes pursuant the Tender Offers and to pay related fees and expenses. The Aggregate Purchase Price is increased to $1.5 billion from the previously announced amount of $1.0 billion. Level 3 Financing has correspondingly increased the minimum gross proceeds required from one or more debt financings to satisfy the financing condition set forth in the Offer to Purchase to $1.25 billion, from the previously announced amount of $750 million. To the extent any remaining proceeds are not applied to purchase the Existing Second Lien Notes in the Tender Offers or to pay related fees and expenses, Level 3 Financing intends to use the net proceeds for general corporate purposes. 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.

The Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes, nor will there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Current Report on Form 8-K does not constitute an offer to buy or the solicitation of an offer to sell any Existing Second Lien Notes, nor will there be any purchase of Existing Second Lien Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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
99.1		Press Release dated December 8, 2025, relating to the proposed private offering of its Senior Notes due 2036 and concurrent tender offers and consent solicitations.
99.2		Press Release dated December 8] 2025, relating to the pricing of its 8.500% Senior Notes due 2036.
104		Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

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 to be signed on their behalf by the undersigned officer hereunto duly authorized.

LUMEN TECHNOLOGIES, INC.
By:		/s/ Chris Stansbury
		Chris Stansbury
		Executive Vice President and Chief Financial Officer
LEVEL 3 PARENT, LLC
By:		/s/ Chris Stansbury
		Chris Stansbury
		Executive Vice President and Chief Financial Officer

Dated: December 8, 2025

FAQ

What debt transaction did Lumen Technologies (LUMN) announce on December 8, 2025?

Lumen Technologies announced that its subsidiary Level 3 Financing, Inc. planned a private offering of Senior Notes due 2036 and launched concurrent cash tender offers to buy back several series of outstanding second-lien notes.

How large is Lumen Technologies' new Senior Notes due 2036 offering?

Level 3 Financing priced $1.25 billion of Senior Notes due 2036 in a private offering that is not registered under the Securities Act of 1933. This represents a $500 million increase from the originally planned $750 million size.

Which existing notes are targeted by Lumen Technologies' tender offers?

The tender offers target Level 3 Financing's 4.000% Second Lien Notes due 2031, 3.875% Second Lien Notes due 2030, 4.500% Second Lien Notes due 2030, and 4.875% Second Lien Notes due 2029, collectively referred to as the Existing Second Lien Notes.

What is the maximum aggregate purchase price for Lumen's tender offers on existing notes?

The aggregate purchase price cap for the Existing Second Lien Notes, excluding accrued and unpaid interest, was increased to $1.5 billion, up from a previously announced $1.0 billion.

How does Lumen Technologies plan to use the proceeds from the new Senior Notes?

Level 3 Financing intends to use the net proceeds from the $1.25 billion Senior Notes due 2036, together with cash on hand or other available liquidity if necessary, to purchase its Existing Second Lien Notes in the tender offers and pay related fees and expenses, with any remaining funds for general corporate purposes.

What consent solicitations are tied to Lumen Technologies' tender offers?

Alongside the tender offers, Level 3 Financing launched consent solicitations to amend the indentures governing each series of Existing Second Lien Notes to eliminate substantially all restrictive covenants, modify certain events of default, and release all collateral securing the obligations under those indentures, subject to the specified conditions.

When is Lumen Technologies' new notes offering expected to close?

The offering of the Senior Notes due 2036 is expected to be completed on December 23, 2025, subject to the satisfaction or waiver of customary closing conditions.