Lumen (NYSE: LUMN) completes Qwest note exchange and NYSE listings
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Lumen Technologies and its subsidiary Qwest Corporation have completed an exchange of certain existing Qwest notes for new long-term debt. On June 11, 2026, Qwest issued $1,002,320,075 aggregate principal amount of new 6.500% Notes due 2051 and $381,528,000 aggregate principal amount of new 6.750% Notes due 2052, fully and unconditionally guaranteed on an unsecured basis by Lumen.
The 6.500% Notes due 2051 pay interest quarterly starting September 1, 2026 and the 6.750% Notes due 2052 pay interest quarterly starting September 15, 2026. The 2051 notes are available in $1 and $25 denominations, while the $25-denominated 2051 notes and the 2052 notes are expected to trade on the New York Stock Exchange under the symbols CTGG and CTHH. Qwest also entered into supplemental indentures for its 6.5% Notes due 2056 and 6.75% Notes due 2057 that eliminate substantially all restrictive covenants in those older indentures.
Positive
- None.
Negative
- None.
Insights
Lumen’s Qwest unit refinances into new long‑dated notes and loosens covenants on older debt.
The event centers on Qwest issuing new 6.500% notes due 2051 and 6.750% notes due 2052, fully guaranteed by Lumen Technologies. These instruments replace previously outstanding Qwest notes via exchange offers registered under a Form S‑4 prospectus.
The filing also states that new supplemental indentures for Qwest’s 6.5% notes due 2056 and 6.75% notes due 2057 eliminate substantially all restrictive covenants. This can change how much flexibility Qwest has under those securities, depending on the exact wording of the amended indentures.
Some of the new notes are expected to list on the NYSE under the symbols CTGG and CTHH, which may broaden the investor base. Actual impact on Lumen and Qwest’s financial profile will depend on the full indenture terms and how investors value these securities over time.
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.
Key Figures
New 2051 notes issued: $1,002,320,075 aggregate principal amount
New 2052 notes issued: $381,528,000 aggregate principal amount
Coupon on 2051 notes: 6.500% per year
+5 more
8 metrics
New 2051 notes issued
$1,002,320,075 aggregate principal amount
6.500% Notes due 2051 issued by Qwest
New 2052 notes issued
$381,528,000 aggregate principal amount
6.750% Notes due 2052 issued by Qwest
Coupon on 2051 notes
6.500% per year
Interest rate on New 6.500% Notes due 2051
Coupon on 2052 notes
6.750% per year
Interest rate on New 6.750% Notes due 2052
Maturity 2051 notes
September 1, 2051
Maturity date of New 6.500% Notes
Maturity 2052 notes
June 15, 2052
Maturity date of New 6.750% Notes
First 2051 interest payment
September 1, 2026
First interest payment date on 6.500% 2051 Notes
First 2052 interest payment
September 15, 2026
First interest payment date on 6.750% 2052 Notes
Key Terms
Exchange Offers, Consent Solicitations, indenture, restrictive covenants, +1 more
5 terms
Exchange Offers financial
"settled the previously announced offers (the “Exchange Offers”) by Qwest to exchange the outstanding notes"
An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.
Consent Solicitations financial
"Qwest and Lumen also solicited consents (the “Consent Solicitations”) to amend the indentures"
A consent solicitation is a formal request sent to shareholders asking them to approve or waive specific corporate actions — such as contract changes, mergers, or amendments to governance rules — often by signing a written consent instead of voting at a meeting. For investors this matters because it can speed up major decisions and alter rights or payments without a public vote, so shareholders need to weigh potential benefits, risks and any pressure to agree, much like neighbors being asked to sign off on a change to a shared driveway.
indenture financial
"The New Qwest Notes are issued pursuant to an indenture, dated as of June 11, 2026"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
restrictive covenants financial
"to elim ate substantially all of the restrictive covenants in the Old Qwest Indentures"
Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.
guaranteed on an unsecured basis financial
"The New Qwest Notes are fully and unconditionally guaranteed on an unsecured basis by Lumen."
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): June 11, 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 principal executive offices) |
(Zip Code) |
(318 ) 388-9000
(Telephone number, including area code)
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 8.01 Other Events.
New Qwest Notes
On June 11, 2026, Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”), together with its wholly-owned subsidiary, Qwest Corpora
ti
on (“Qwest”), settled the previously announced offers (the “Exchange Offers”) by Qwest to exchange the outstanding notes described below, in each case on the terms set forth in the Registration Statement on Form S-4
Lumen and Qwest filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 16, 2026 and as amended by the post-effective amendment filed with the Commission on May 20, 2026, including a prospectus and consent solicitation statement forming a part thereof (as amended or supplemented from time to time, the “Prospectus”). In connection with the Exchange Offers, Qwest and Lumen also solicited consents (the “Consent Solicitations”) to amend the indentures governing Old Qwest Notes (as defined below) (as amended and supplemented, the “Old Qwest Indentures”). Pursuant to the settlement of the Exchange Offers and Consent Solicitations on June 11, 2026, Qwest issued (a) $1,002,320,075 aggregate principal amount of 6.500% Notes due 2051 (the “New 6.500% 2051 Notes”), of which $487,022,150 aggregate principal amount was issued in denominations of $1, and $515,297,925 aggregate principal amount was issued in denominations of $25, and (b) $381,528,000 aggregate principal amount of 6.750% Notes due 2052 (the “New 6.750% 2052 Notes” and, together with the New 6.500% 2051 Notes, the “New Qwest Notes”). The New Qwest Notes are fully and unconditionally guaranteed on an unsecured basis by Lumen.
The New Qwest Notes are issued pursuant to an indenture, dated as of June 11, 2026 (the “New Base Indenture”), between Qwest and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture (the “New Supplemental Indenture”), among Qwest, Lumen, as guarantor, and the Trustee, designating the terms for each of the New Qwest Notes. The offering of the New Qwest Notes was registered pursuant to the Prospectus.
The New 6.500% 2051 Notes will bear interest at a rate of 6.500% per year and mature on September 1, 2051. Qwest will pay interest on the New 6.500% 2051 Notes on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2026. The New 6.750% 2052 Notes will bear interest at a rate of 6.750% per year and mature on June 15, 2052. Qwest will pay interest on the New 6.750% 2052 Notes on March 15, June 15, September 15, and December 15 of each year, commencing on September 15, 2026. The New 6.500% 2051 Notes are issued in denominations of (i) $25 and integral multiples of $25 in excess thereof or (ii) $1 and integral multiples of $1 in excess thereof, and are issued under separate global notes (at least one global note for each denomination) having separate CUSIP numbers but otherwise constituting the same series for voting purposes, and issued under the same supplemental indenture. The New 6.500% 2051 Notes in denominations of $25 and integral multiples of $25 in excess thereof, and the New 6.750% 2052 Notes will be listed on the New York Stock Exchange and are expected to begin trading on the NYSE on or promptly following the date hereof under the symbols “CTGG” and “CTHH,” respectively . The New 6.500% 2051 Notes in $1 denominations will not be listed.
The above description of the New Base Indenture and New Supplemental Indenture is a summary only and is subject to, and qualified entirely by, the New Base Indenture and the New Supplemental Indenture, as applicable, which are filed as Exhibits 4.1, and 4.2, respectively, to this Current Report on Form
8-K
and incorporated by reference herein. Old Qwest Notes Supplemental Indentures
In connection with the Consent Solicitations, Qwest has entered into the eighteenth supplemental indenture (the “Eighteenth Supplemental Indenture”) and the nineteenth (the “Nineteenth Supplemental Indenture”) with U.S. Bank Trust Company, National Association, as trustee, in connection with its 6.5% Notes due 2056 and 6.75% Notes due 2057 (collectively, the “Old Qwest Notes”), respectively, in each case, to elim
in
ate substantially all of the restrictive covenants in the Old Qwest Indentures. The above description of the Eighteenth Supplemental Indenture and the Nineteenth Supplemental Indenture is a summary only and is subject to, and qualified entirely by the Eighteenth Supplemental Indenture and the Nineteenth Supplemental Indenture filed as Exhibits 4.3, and 4.4, respectively, to this Current Report on Form
8-K
and incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. |
Description | |
| 4.1 | Indenture, dated as of June 11, 2026, by and between Qwest Corporation and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.2 | First Supplemental Indenture, dated as of June 11, 2026, by and among, Qwest Corporation, Lumen Technologies, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, designating and outlining the terms and conditions of the 6.500% Notes due 2051 and the 6.750% Notes due 2052. | |
| 4.3 | Eighteenth Supplemental Indenture, dated as of June 11, 2026, to the indenture dated as of October 15, 1999, by and between US West Communications, Inc. (currently named Qwest Corporation) and Bank One Trust Company, N.A., as trustee, relating to the 6.5% Notes due 2056. | |
| 4.4 | Nineteenth Supplemental Indenture, dated as of June 11, 2026, to the indenture dated as of October 15, 1999, by and between US West Communications, Inc. (currently named Qwest Corporation) and Bank One Trust Company, N.A., as trustee, relating to the 6.75% Notes due 2057. | |
| 4.5 | Form of 6.500% Notes due 2051, in denominations of $25 (included in Exhibit 4.2). | |
| 4.6 | Form of 6.500% Notes due 2051, in denominations of $1 (included in Exhibit 4.2). | |
| 4.7 | Form of 6.750% Notes due 2052 (included in Exhibit 4.2). | |
| 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 Qwest Corporation have duly caused this Current Report to be signed on their behalf by the undersigned officer hereunto duly authorized.
LUMEN TECHNOLOGIES, INC. | ||
| By: | /s/ Jennifer Hodges | |
Jennifer Hodges | ||
Executive Vice President, Chief Legal Officer | ||
QWEST CORPORATION | ||
| By: | /s/ Jennifer Hodges | |
Jennifer Hodges | ||
Executive Vice President, Chief Legal Officer | ||
Dated: June 11, 2026
FAQ
What did Lumen Technologies (LUMN) announce regarding new Qwest notes?
Lumen’s subsidiary Qwest issued new long-term notes as part of settled exchange offers. It issued 6.500% Notes due 2051 and 6.750% Notes due 2052, both fully and unconditionally guaranteed on an unsecured basis by Lumen Technologies.
What are the key terms of Qwest’s new 6.500% Notes due 2051?
The new 6.500% Notes due 2051 bear interest at 6.500% per year and mature on September 1, 2051. Qwest will pay interest quarterly on March 1, June 1, September 1 and December 1, starting September 1, 2026.
What are the key terms of Qwest’s new 6.750% Notes due 2052?
The new 6.750% Notes due 2052 bear interest at 6.750% per year and mature on June 15, 2052. Qwest will pay interest quarterly on March 15, June 15, September 15 and December 15, starting September 15, 2026.
Will Qwest’s new notes associated with Lumen (LUMN) trade on an exchange?
Yes. The 6.500% Notes due 2051 in $25 denominations and the 6.750% Notes due 2052 will be listed on the New York Stock Exchange, with expected trading under the symbols CTGG and CTHH, respectively.
How were the indentures for Qwest’s existing notes changed?
Qwest entered into an Eighteenth and a Nineteenth Supplemental Indenture for its 6.5% Notes due 2056 and 6.75% Notes due 2057. These supplemental indentures eliminate substantially all restrictive covenants in the original Old Qwest Indentures.
How are Lumen Technologies’ obligations tied to the new Qwest notes?
The new Qwest notes are fully and unconditionally guaranteed on an unsecured basis by Lumen Technologies. This means Lumen backs Qwest’s payment obligations on these notes as specified in the new base and supplemental indentures.