Lumen Technologies (NYSE: LUMN) revises $2.4B secured term loan and extends terms
Rhea-AI Filing Summary
Lumen Technologies, Inc., through its subsidiary Level 3 Financing, Inc., amended its existing credit agreement on May 13, 2026 to refinance and reprice its secured term loan facilities. Immediately after these credit facilities transactions, Level 3 had $2,400 million of outstanding borrowings under a revised term loan facility.
The amended Term Loan Facility now bears interest at either a base rate plus a 1.75% margin or SOFR plus a 2.75% margin, with a SOFR floor of 0.00%, and matures on March 27, 2032. The loan is secured by a first priority lien on substantially all of Level 3’s and its guarantor subsidiaries’ assets and benefits from guarantees by those subsidiaries, along with an unsecured parent guarantee from Lumen that can be released at Lumen’s discretion. The amendment also allows a transition of the administrative agent role from Wilmington Trust to Bank of America and updates various covenants governing additional debt, asset sales, dividends, and affiliate transactions.
Positive
- None.
Negative
- None.
Insights
Lumen reprices a large term loan, locking in long-dated covenant-backed funding.
Level 3 Financing refinanced its secured term B-4 loans into a single Term Loan Facility with $2,400 million outstanding and a final maturity on March 27, 2032. Pricing is now SOFR plus 2.75% or a base rate plus 1.75%, with no SOFR floor above 0.00%.
The facility is secured by a first priority lien over substantially all current and fixed assets of Level 3 and its guarantor subsidiaries, and it includes a broad set of negative covenants on additional debt, liens, dividends, asset sales, and affiliate transactions. Lumen also provides a separate unsecured parent guarantee that it may release at its discretion.
The amendment contemplates an administrative agent transition from Wilmington Trust to Bank of America within 180 days of the amendment date and allows voluntary prepayments without premium, except for a 1.00% fee on repricing-related prepayments within six months. Subsequent disclosures in company filings may provide more detail on how these terms interact with Lumen’s broader debt stack.
8-K Event Classification
Key Figures
Key Terms
Term Loan Facility financial
SOFR financial
negative covenants financial
first priority lien financial
parent guarantee financial
administrative agent financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(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) |
(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 |
Name of Each Exchange on Which Registered | |||
| Lumen Technologies, Inc. | ||||||
| Lumen Technologies, Inc. | N/A |
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. |
On May 13, 2026 (the “Amendment Date”), Level 3 Financing, Inc. (“Level 3”), an indirect wholly owned subsidiary of Lumen Technologies, Inc. (the “Company”) and a direct wholly owned subsidiary of Level 3 Parent, LLC (“Level 3 Parent”), (i) refinanced all of the outstanding secured term B-4 loan facilities under its existing Credit Agreement, dated March 22, 2024 (the “Existing Level 3 Credit Agreement”), by and among Level 3, Level 3 Parent, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto and (ii) entered into an amendment to the Existing Level 3 Credit Agreement (the “Third Amendment”) (the transactions referred to in clauses (i) and (ii), the “Credit Facilities Transactions”). The Third Amendment amended the Existing Level 3 Credit Agreement to, among other things, (i) reduce the pricing on Level 3’s term loan facility (the “Term Loan Facility”), (ii) within 180 days of the Amendment Date, enable Wilmington Trust, National Association to resign as administrative agent and Bank of America, N.A. to automatically succeed as administrative agent in accordance with the terms of the Third Amendment, (iii) make certain other modifications to the covenants thereunder, and (iv) to make related changes to effect such repricing and agency transfer, as described below.
Immediately following the Credit Facilities Transactions, Level 3 had $2,400 million of outstanding borrowings under the Term Loan Facility. Borrowings under the Term Loan Facility will not amortize.
Borrowings under the Term Loan Facility will accrue interest at a per annum rate equal to, at Level 3’s option, either (i) the base rate (which is the highest of (x) the overnight federal funds rate, plus 0.50%, (y) the prime rate on such day, and (z) the one-month Secured Overnight Financing Rate (“SOFR”) published on such date, plus 1.00%), plus an applicable margin, or (ii) one-, three- or six-month SOFR, plus an applicable margin. The applicable margin for SOFR loans under the Term Loan Facility will be 2.75% and the applicable margin for base rate loans under the Term Loan Facility will be 1.75%. The Term Loan Facility is subject to a SOFR floor of 0.00%. The Term Loan Facility matures on March 27, 2032.
Level 3 may voluntarily prepay loans or reduce commitments under the Term Loan Facility, in whole or in part, subject to minimum amounts, with prior notice, but without premium or penalty (other than a 1.00% premium on any prepayment in connection with a repricing transaction prior to the date that is six months after the Amendment Date). Level 3 is required to prepay the Term Loan Facility with 100% of the net cash proceeds of certain asset sales and 100% of the net cash proceeds of certain debt issuances, in each case, subject to certain exceptions.
The obligations under the Term Loan Facility are guaranteed by substantially all of Level 3’s material, wholly-owned domestic subsidiaries (the “Guarantors”), subject to certain customary exceptions. In addition, the Company provides a separate parent guarantee pursuant to a parent guarantee agreement, which guarantee is unsecured and is voluntarily releasable by the Company at its sole discretion. The Term Loan Facility is secured by a first priority lien on substantially all of Level 3’s and the Guarantors’ current and fixed assets (subject to certain exceptions), subject to certain permitted liens.
The Term Loan Facility contains customary negative covenants, including, but not limited to, restrictions on the ability of Level 3 and its subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, optionally prepay or modify terms of certain junior indebtedness, sell or otherwise transfer certain assets, or enter into transactions with affiliates (in each case subject to permitted exceptions).
The foregoing summary of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No.* |
Description | |
| 10.1 | Third Amendment Agreement, dated as of May 13, 2026, among Level 3 Parent, LLC, Level 3 Financing, Inc., as borrower, the lenders party thereto, Wilmington Trust, National Association, as existing administrative agent and collateral agent and Bank of America, N.A., as successor administrative agent. | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). | |
| * | Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and other attachments have been omitted from this filing and will be furnished to the Securities and Exchange Commission supplementally upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc. has 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 | ||
| President and Chief Financial Officer | ||
Date: May 13, 2026
FAQ
What did Lumen Technologies (LUMN) change in its Level 3 credit facility?
Lumen, through Level 3 Financing, refinanced its secured term B-4 loans and entered a Third Amendment to its existing credit agreement. The amendment reprices the Term Loan Facility, updates covenants, and sets terms for an administrative agent transition and related documentation changes.
How large is the amended Term Loan Facility for Lumen’s Level 3 subsidiary?
Immediately after the credit facilities transactions, Level 3 had $2,400 million of outstanding borrowings under the Term Loan Facility. This amount represents the secured term debt covered by the amended agreement described in the 8-K filing.
What are the new interest rate terms on Lumen’s Level 3 Term Loan Facility?
Borrowings accrue interest at either a base rate plus a 1.75% margin or one-, three- or six-month SOFR plus a 2.75% margin. The facility includes a SOFR floor of 0.00%, meaning SOFR cannot be set below that level for interest calculations.
When does the Level 3 Term Loan Facility for Lumen (LUMN) mature?
The Term Loan Facility matures on March 27, 2032. Until that date, the loan does not amortize, so principal is due at maturity or upon earlier mandatory or voluntary prepayments described in the amended credit agreement.
What collateral and guarantees support Lumen’s Level 3 Term Loan Facility?
The facility is secured by a first priority lien on substantially all of Level 3’s and the guarantor subsidiaries’ current and fixed assets. It is guaranteed by substantially all material wholly owned domestic subsidiaries, and Lumen provides an unsecured parent guarantee that it may release at its discretion.
Can Lumen’s Level 3 subsidiary prepay the Term Loan Facility early?
Level 3 may voluntarily prepay or reduce commitments without premium or penalty, subject to minimum amounts and notice. A 1.00% premium applies only to prepayments linked to a repricing transaction within six months after the amendment date.
What mandatory prepayment provisions apply to Lumen’s Level 3 Term Loan Facility?
Level 3 must prepay the Term Loan Facility with 100% of net cash proceeds from certain asset sales and specified debt issuances, subject to exceptions. These provisions help direct excess value realized from assets or new indebtedness toward reducing the term loan balance.