$LUMN·8-K

Lumen Technologies, Inc. · May 20, 4:46 PM ET

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Lumen Technologies, Inc. 8-K

Research Summary

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Updated

Lumen Technologies Enters Support Agreement, Amends Qwest Note Exchange Offers

What Happened

  • Lumen Technologies (with its subsidiary Qwest Corporation) filed an 8-K on May 20, 2026 announcing a Support Agreement dated May 18, 2026 and amended terms for previously announced exchange offers. The exchange offers would swap Qwest’s outstanding 6.5% Notes due 2056 and 6.75% Notes due 2057 for newly issued 6.500% notes due 2051 and 6.750% notes due 2052, respectively.
  • The Support Agreement commits certain “Supporting Noteholders” to tender approximately $456 million of Existing Qwest Notes into the exchange offers (about $296.5 million of the 2056 notes and $159.5 million of the 2057 notes). The Post-Effective Amendment to the registration statement for the exchange offers was filed on May 20, 2026 but is not yet effective.

Key Details

  • Support Agreement dated: May 18, 2026; press release filed May 20, 2026.
  • Committed tenders by Supporting Noteholders: ~ $456 million total (≈ $296.5M of 2056 notes; ≈ $159.5M of 2057 notes).
  • New securities offered: 6.500% notes due 2051 (New 2051 Notes) and 6.750% notes due 2052 (New 2052 Notes).
  • Timelines and conditions: Exchange Offers’ expiration and withdrawal deadlines were extended to 5:00 p.m. ET on June 9, 2026; Supporting Noteholders agreed to tender by 5:00 p.m. ET on June 2, 2026. The Support Agreement contains customary termination provisions, including automatic termination if the Exchange Offers are not consummated by 5:00 p.m. New York time on June 30, 2026.
  • The exchange process also includes consent solicitations to amend the indentures governing the Existing Notes. The Post-Effective Amendment must become effective before New Qwest Notes can be issued or the Exchange Offers consummated.

Why It Matters

  • For bondholders: Qwest is seeking to exchange long‑dated Existing Notes for new notes with earlier maturities (2051/2052). Holders deciding whether to participate should review the Post‑Effective Amendment and Prospectus when it is effective to understand exact terms, risks and any indenture amendments being solicited.
  • For investors in Lumen/Qwest credit: the commitment by supporting holders of roughly $456M may improve the likelihood the exchange offers succeed, but issuance of New Qwest Notes and completion of the exchange remain subject to the registration statement becoming effective and other conditions. This filing does not itself change company financials or guarantees outcomes.

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