Lumen Technologies, Inc. 8-K

What Happened
Lumen Technologies (through subsidiary Level 3 Financing, Inc.) announced on January 9, 2026 that it issued an additional $650 million aggregate principal amount of 8.500% Senior Notes due 2036 (the “New Notes”), which join a $1.25 billion initial issuance dated December 23, 2025 to form a single series. The New Notes accrue interest from December 23, 2025 and pay interest January 15 and July 15 (first payment July 15, 2026). Net proceeds were used to purchase certain outstanding second lien notes that were accepted in the company’s related tender offers; remaining proceeds will cover fees/expenses and general corporate purposes. Lumen also reported final results of its cash tender offers and announced a supplemental indenture dated January 9, 2026 amending the 4.875% Second Lien Notes due 2029 (including collateral release and other amendments).

Key Details

• New Notes: $650 million additional 8.500% Senior Notes due 2036; form a single series with the $1.25 billion Initial Notes issued Dec. 23, 2025.
• Use of proceeds: fund purchases of Existing Second Lien Notes accepted in tender offers, pay accrued interest/fees/expenses; leftover amounts for fees and general corporate purposes.
• Priority and guarantees: Notes are senior unsecured obligations of Level 3 Financing, effectively subordinated to secured debt; guaranteed on a senior unsecured basis by Level 3 Parent, LLC and certain domestic subsidiaries (other guarantors subject to regulatory approvals).
• Key terms: interest accrues from Dec. 23, 2025; interest payable Jan. 15 & July 15 (first July 15, 2026); redemption rights include make-whole redemption before Jan. 15, 2031, scheduled prices on/after Jan. 15, 2031, up to 40% redemption with equity proceeds prior to Jan. 15, 2029, and a 101% change-of-control purchase option.
• Offering restrictions: Notes are unregistered under the Securities Act and were sold only to qualified institutional buyers (Rule 144A) and non-U.S. persons (Reg. S).

Why It Matters
This filing matters because Lumen (via Level 3 Financing) raised additional long-term debt to refinance and repurchase certain second-lien notes, which can simplify the company’s debt structure by reducing secured second‑lien obligations and related covenants. The New Notes increase consolidated senior unsecured debt and carry a relatively high 8.5% coupon, which affects interest expense going forward. Investors should note priority (senior unsecured but effectively subordinated to secured creditors), redemption features, and that the securities were sold to institutional/non-U.S. buyers (no registration rights).