Lumen Technologies, Inc. 8-K

What Happened

• On December 23, 2025, Level 3 Financing, Inc. (an indirect wholly‑owned subsidiary of Lumen Technologies) completed an upsized offering of $1.25 billion aggregate principal amount of 8.500% Senior Notes due 2036 and entered into an indenture with U.S. Bank Trust Company, N.A. The notes accrue interest from December 23, 2025 and pay interest January 15 and July 15 each year beginning July 15, 2026.
• Level 3 Financing used the net proceeds, together with cash on hand, to purchase certain outstanding second‑lien notes pursuant to previously announced tender offers and to pay related fees and expenses. On December 22, 2025 it issued a press release reporting early results of those tender offers and a solicitation of consents to amend the indentures for several second‑lien notes.

Key Details

• Issuance: $1.25 billion aggregate principal of 8.500% Senior Notes due 2036; interest accrues from 12/23/2025; interest dates Jan 15 and July 15 (first payment 7/15/2026).
• Ranking and guarantees: Notes are senior unsecured obligations of Level 3 Financing, effectively subordinated to any secured debt to the extent of collateral value; fully and unconditionally guaranteed on a senior unsecured basis by Level 3 Parent, LLC and certain domestic subsidiaries (additional guarantors subject to regulatory approvals).
• Redemption and change‑of‑control: Redeemable at issuer’s option (make‑whole before 1/15/2031; specified prices thereafter); up to 40% may be redeemed with certain equity proceeds before 1/15/2029; on certain change‑of‑control events holders may require purchase at 101% plus accrued interest.
• Tender offers & amendments: Net proceeds used to purchase Existing Second Lien Notes; supplemental indentures were entered to eliminate many covenants and to release collateral for several second‑lien series (changes become operative at final settlement).

Why It Matters

• This filing documents a material financing transaction that increases Level 3 Financing’s unsecured senior debt by $1.25 billion and shows active debt refinancing and liability management (tender offers and indenture amendments intended to remove covenants and release collateral for certain second‑lien notes). For investors, the move affects the company’s debt mix, interest obligations (8.5% coupon), and creditor priority (notes are unsecured and may be subordinated to secured creditors). The notes were sold only to qualified institutional buyers or non‑U.S. investors (not registered under the Securities Act).