Lumen Technologies, Inc. 8-K

What Happened

• On June 11, 2026, Lumen Technologies and its subsidiary Qwest Corporation completed exchange offers and consent solicitations and issued $1,383,848,075 aggregate principal of new Qwest notes. Qwest issued $1,002,320,075 of 6.500% Notes due 2051 (New 6.500% 2051 Notes) and $381,528,000 of 6.750% Notes due 2052 (New 6.750% 2052 Notes). The New Qwest Notes are fully and unconditionally guaranteed on an unsecured basis by Lumen.
• The New 6.500% 2051 Notes pay 6.500% interest, mature September 1, 2051, and pay interest quarterly beginning September 1, 2026. The New 6.750% 2052 Notes pay 6.750% interest, mature June 15, 2052, and pay interest quarterly beginning September 15, 2026. The offerings were registered under the Form S-4 prospectus.

Key Details

• Aggregate principal: $1,002,320,075 of 6.500% notes (issued in $1 and $25 denominations) and $381,528,000 of 6.750% notes. Total ≈ $1.384 billion.
• Denominations & listing: 6.500% notes issued in $25 and $1 denominations (the $1-denom notes will not be listed). The $25-denom 6.500% 2051 Notes and the 6.750% 2052 Notes are expected to trade on the NYSE under tickers “CTGG” and “CTHH,” respectively.
• Documentation: Issued under a new base indenture and a first supplemental indenture dated June 11, 2026, with U.S. Bank Trust Company, N.A. as trustee; offering registered via the S-4/prospectus filed April 16, 2026 (post-effective amendment May 20, 2026).
• Old indentures amended: Qwest entered into the 18th and 19th supplemental indentures for its existing 6.5% (2056) and 6.75% (2057) notes to eliminate substantially all restrictive covenants.

Why It Matters

• This filing documents a sizable issuance of long-term debt (≈$1.384B) that is guaranteed by Lumen, which affects the company’s consolidated debt obligations and investor exposure to its credit risk.
• Listing the $25-denomination notes on the NYSE should improve liquidity for those securities; the $1-denomination 2051 notes will remain unlisted.
• The elimination of most restrictive covenants in the old Qwest indentures reduces limitations on Qwest under those older notes, which is a material change to the terms governing that legacy debt. Investors should consider how the new notes and covenant changes affect Lumen’s overall debt profile and contractual protections.