Lumen adds $650M 8.5% notes due 2036
Lumen Technologies, Inc., through its subsidiary Level 3 Financing, Inc., completed an upsized offering of an additional $650 million of 8.500% Senior Notes due 2036, issued as part of the same series as its existing 8.500% Senior Notes due 2036.
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Form Type
8-K
Rhea-AI Filing Summary
Lumen Technologies, Inc., through its subsidiary Level 3 Financing, Inc., completed an upsized offering of an additional $650 million of 8.500% Senior Notes due 2036, issued as part of the same series as its existing 8.500% Senior Notes due 2036. The notes are senior unsecured obligations of Level 3 Financing and are fully and unconditionally guaranteed on a senior unsecured basis by Level 3 Parent, LLC and certain domestic subsidiaries.
The net proceeds were used primarily to purchase Existing Second Lien Notes that remained after early settlement of cash tender offers, and to pay related interest, fees and expenses, with any remaining proceeds for fees, expenses and general corporate purposes. Lumen also reports supplemental indentures and amendments to its second lien note indentures, which eliminate substantially all restrictive covenants, remove certain events of default, and release collateral securing several series of Existing Second Lien Notes.
Insights
Refinancing shifts Lumen debt from secured second lien to new unsecured 8.500% notes.
The disclosure shows Level 3 Financing adding $650 million of 8.500% Senior Notes due 2036 as an additional tranche to its existing 8.500% 2036 notes. These notes are senior unsecured and guaranteed by Level 3 Parent and key domestic subsidiaries, placing them pari passu with other unsecured debt and structurally behind secured obligations and non-guarantor liabilities.
Net proceeds are applied mainly to purchase Existing Second Lien Notes via cash tender offers and to cover accrued interest, fees, and expenses, with any remaining proceeds for fees, expenses and general corporate purposes. This indicates a refinancing of secured second lien debt into longer-dated senior unsecured paper rather than a pure growth-oriented capital raise.
The company also implemented supplemental indentures for multiple second lien series, eliminating substantially all restrictive covenants, removing some events of default, and releasing collateral. These changes materially alter creditor protections on the affected second lien notes, while the new senior notes rely on the Indenture’s own covenant package and change-of-control put at 101% of principal.
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, or exhibit attachments filed with this report.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What new debt did Lumen Technologies (LUMN) issue in this report?
Level 3 Financing, Inc., an indirect wholly owned subsidiary of Lumen Technologies, completed an upsized offering of additional $650 million aggregate principal amount of its 8.500% Senior Notes due 2036, issued as part of the same series as its existing 8.500% Senior Notes due 2036.
How will Lumen Technologies (LUMN) use the $650 million senior notes proceeds?
The net proceeds from the additional 8.500% Senior Notes due 2036 were used to purchase Existing Second Lien Notes not acquired at early settlement of cash tender offers, and to pay accrued and unpaid interest, fees and expenses, with remaining proceeds used to pay fees and expenses related to the offering and for general corporate purposes.
What are the key terms of Lumen’s 8.500% Senior Notes due 2036?
The 8.500% Senior Notes due 2036 are senior unsecured obligations of Level 3 Financing, accruing interest from December 23, 2025, payable on January 15 and July 15 each year, beginning July 15, 2026. The notes are fully and unconditionally guaranteed on a senior unsecured basis by Level 3 Parent, LLC and certain material domestic subsidiaries.
How can Lumen redeem the new 8.500% Senior Notes due 2036?
Level 3 Financing may redeem some or all of the notes at any time before January 15, 2031 at 100% of principal plus a make-whole premium and accrued interest. On or after January 15, 2031, it may redeem them at specified prices plus accrued interest, and before January 15, 2029 it may redeem up to 40% of the aggregate principal amount with net cash proceeds of one or more equity offerings at the redemption price set in the Indenture.
What change-of-control protection do holders of Lumen’s new notes have?
Upon certain specified change of control events, unless Level 3 Financing elects to redeem the notes, it must make an offer to purchase all outstanding notes at a cash price equal to 101% of principal plus accrued and unpaid interest to, but not including, the purchase date.
What amendments were made to Lumen’s Existing Second Lien Notes?
Through supplemental indentures and consent solicitations, Level 3 Financing and its affiliates effected Amendments to the indentures for 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, eliminating substantially all restrictive covenants, removing certain events of default, releasing collateral securing these notes, and making certain additional changes described in the Statement.
Were Lumen’s new 8.500% notes registered under the Securities Act?
The 8.500% Senior Notes due 2036 and related guarantees are not registered under the Securities Act of 1933 or state securities laws and were offered and sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S. Holders of the notes do not have registration rights.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): January 9, 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.) |
th Street |
||
(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.
New Notes Offering
On January 9, 2026, Level 3 Financing, Inc. (“Level 3 Financing”), a direct wholly-owned subsidiary of Level 3 Parent, LLC (“Parent”), and an indirect wholly-owned subsidiary of Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) completed its previously announced upsized offering of additional $650 million aggregate principal amount of its 8.500% Senior Notes due 2036 (the “New Notes”). The New Notes were issued as additional notes under the indenture dated December 23, 2025 (the “Indenture”), entered into among the Level 3 Financing, Parent, the other guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, pursuant to which Level 3 Financing issued $1.25 billion aggregate principal amount of its 8.500% Senior Notes due 2036 (the “Initial Notes” and, together with the New Notes, the “Notes”). The New Notes form a single series with, and have the same terms (other than the issue date and issue price) as, the Initial Notes.
The net proceeds from this offering were used to fund the purchase of Level 3 Financing’s Existing Second Lien Notes (as de
fin
ed herein) that were not purchased at early settlement of the Tender Offers (as defined herein) and were accepted for purchase by Level 3 Financing at the expiration date of the Tender Offers, and the payment of accrued and unpaid interest, fees and expenses in connection therewith. Net proceeds not applied in connection with the Tender Offers will be used to pay fees and expenses related to this offering and for general corporate purposes. Interest on the Notes accrues from December 23, 2025 and is payable on January 15 and July 15 of each year, beginning on July 15, 2026.
The Notes are senior unsecured obligations of Level 3 Financing, ranking equal in right of payment with all existing and future indebtedness of Level 3 Financing that is not expressly subordinated in right of payment to the Notes and ranking senior in right of payment to all existing and future indebtedness of Level 3 Financing expressly subordinated in right of payment to the Notes. The Notes are effectively subordinated to all existing and future secured obligations of Level 3 Financing, to the extent of the value of the collateral provided by Level 3 Financing securing such obligations, and effectively subordinated to all liabilities, including trade payables, of the subsidiaries of Level 3 Financing that are not guarantors under the Indenture.
The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Parent, and certain of Parent’s material domestic subsidiaries which were able to guarantee the Notes without regulatory approval and subject to the receipt of the applicable regulatory approvals, other material domestic subsidiaries of Level 3 Financing will guarantee the Notes. Each such guarantee is a senior unsecured obligation of the applicable guarantor, ranking equal in right of payment with all existing and future indebtedness of such guarantor that is not expressly subordinated in right of payment to the guarantee of such guarantor and ranking senior in right of payment to all existing and future indebtedness of such guarantor that is expressly subordinated in right of payment to the guarantee of such guarantor. Each guarantee is effectively subordinated to all existing and future secured obligations of such guarantor, to the extent of the value of the collateral provided by such guarantor securing such obligations, and effectively subordinated to all liabilities, including trade payables, of the subsidiaries of such guarantor (other than Level 3 Financing) that are not themselves guarantors.
Level 3 Financing may redeem some or all of the Notes at any time prior to January 15, 2031 at a redemption price equal to 100% of their principal amount, plus the applicable
“make-whole”
premium set forth in the Indenture and accrued and unpaid interest (if any) to, but not including, the date of redemption. Level 3 Financing may redeem some or all of the Notes on or after January 15, 2031 at the redemption prices as set forth in the Indenture, plus accrued and unpaid interest (if any) to, but not including, the date of redemption. In addition, prior to January 15, 2029, Level 3 Financing may also, at its option, redeem up to 40% of the aggregate principal amount of the Notes with an amount not greater than the net cash proceeds from one or more equity offerings at the redemption price specified in the Indenture. Upon the occurrence of certain specified change of c
ont
rol events, Level 3 Financing will be required, unless it has elected to redeem the Notes as described above, to make an offer to purchase all outstanding Notes at a price in cash equal to 101% of their principal amount on the purchase date, plus accrued and unpaid interest (if any) to, but not including, such purchase date. The Indenture provides for customary events of default, including, among other things, the (i) failure to pay principal, interest or premium (if any) on the Notes when due, subject to certain grace periods; (ii) failure to perform various specified covenants continued for 90 days after written notice with respect thereto to Level 3 Financing by the trustee or the holders of at least 30% of the aggregate principal amount of such Notes then outstanding; or (iii) occurrence of certain specified defaults, judgments, bankruptcy proceedings, insolvencies or other events relating to Parent, Level 3 Financing or certain of its significant subsidiaries. In addition, subject to the terms and conditions set forth in the Indenture, if certain specified events of default with respect to the Notes occur and are continuing, the trustee or holders of at least 30% of the aggregate principal amount of the Notes then outstanding may declare the principal of the Notes to be due and payable immediately.
The Indenture contains certain restrictive covenants that limit the incurrence of additional indebtedness, liens and certain other corporate transactions. These covenants are subject to a number of important limitations and exceptions and are subject to termination upon the occurrence of certain events described in the Indenture.
The Notes and the related guarantees are not and 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 Notes were 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. Holders of the Notes do not have registration rights. The foregoing description of the Indentures does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, a copy of which was included as Exhibit 4.1 of the Current Report on Form
8-K
filed on December 23, 2025, and which is incorporated by reference herein. Supplemental Indenture for the 4.875% Second Lien Notes due
2029
In connection with the final results of the Tender Offers and the Solicitation of Consents (as defined below) as set forth in the Statement (as defined below), Level 3 Financing, Parent, the other guarantors of the 4.875% Second Lien Notes due 2029 and Wilmington Trust, National Association, as trustee and collateral agent have entered into a supplemental indenture relating to the 4.875% Second Lien Notes due 2029 to effect the Amendments (as defined below) (the “4.875% Supplemental Indenture”). The foregoing description of the 4.875% Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 4.875% Supplemental Indenture, a copy of which is attached as Exhibit 4.3 hereto and is incorporated by reference.
Other Information
In reviewing the documents included as exhibits to this Current Report, please note that they are included to provide you with additional information regarding the terms of the Notes and are not intended to provide any other factual or disclosure information about Level 3 Financing, Parent or the other parties thereto. Additional information about Parent may be found elsewhere in its public filings, which are available without charge through the website of the U.S. Securities and Exchange Commission at http://www.sec.gov
.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant. The information under the subheading “New Notes Offering” in Item 1.01 of this Form
8-K
is hereby incorporated by reference into this Item 2.03. Item 8.01 Other Events
On January 8, 2026, Lumen announced the final results of its previously announced cash tender offers (each, a “Tender Offer” and collectively, the “Tender Offers”) by its wholly-owned subsidiary, Level 3 Financing to purchase the outstanding notes described below, in each case subject to certain terms and conditions set forth in the Offers to Purchase and Solicitations of Consents dated December 8, 2025, as amended and supplemented prior to the date hereof (the “Statement”), and the solicitations of consents (“Solicitation of Consents”) to amend the indentures governing 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 (together, the “Existing Second Lien Notes”) to (a) eliminate substantially all of the restrictive covenants and eliminate certain events of default and (b)(1) release all collateral securing the obligations of Level 3 Financing and the guarantors under the indentures governing each of the Existing Second Lien Notes and (2) effectuate certain other amendments applicable to such indenture, among other things, eliminate certain additional restrictive covenants and events of default (collectively, the “Amendments”).
On December 23, 2025, Level 3 Financing, Parent and the other applicable guarantors entered into supplemental indentures with the trustees and collateral agents for the 4.000% Second Lien Notes due 2031, 3.875% Second Lien Notes due 2030, and 4.500% Second Lien Notes due 2030 to effect the Amendments with respect to each such series, and such supplemental indentures became operative on the date hereof.
This Current Report on Form
8-K
does not constitute an offer to purchase or the solicitation of an offer to sell any Exis
ting 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. Item 9.01 Financial Sta
teme
nts and Exhibits. (d) Exhibits:
Exhibit No. |
Description | |
| 4.1 | Indenture, dated as of December 23, 2025, among 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, relating to the Notes of Level 3 Financing, Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 23, 2025). | |
| 4.2 | Form of Notes (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 23, 2025). | |
| 4.3 | Second Supplemental Indenture, dated as of January 9, 2026, among Level 3 Parent, LLC and the other guarantors party thereto, Level 3 Financing, Inc., as issuer, and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 4.875% Second Lien Notes due 2029 of Level 3 Financing, Inc. | |
| 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: January 9, 2026