Lumen Announces (1) Expiration and Results of Certain Previously-Announced Cash Tender Offers of Lumen and Level 3 and (2) Amendments to the Remaining Previously-Announced Cash Tender Offers to Increase the Tender Consideration and Extend the Expiration Time
PR Newswire
DENVER, Nov. 19, 2024
-- Results are set forth below for (i) Lumen's tender offers for its
unsecured senior notes maturing in 2025, 2026 and 2027 and (ii) Level 3's
tender offers for its unsecured senior notes maturing in 2027
-- Amended terms are set forth below for (i) Lumen's tender offer for its
unsecured senior notes maturing in 2028 and (ii) Level 3's tender offer
for its unsecured senior notes maturing in 2028
DENVER, Nov. 19, 2024 /PRNewswire/ -- Lumen Technologies, Inc. (NYSE: LUMN) (the "Company" or "Lumen") announced today (1) the expiration and results of certain of the previously-announced cash tender offers (each, an "Expired Offer" and collectively, the "Expired Offers") of it and its indirect, wholly-owned subsidiary Level 3 Financing, Inc. ("Level 3" and, together with Lumen, the "Offerors"), and (2) amendments to increase the tender offer consideration for each Offeror's outstanding unsecured notes maturing in 2028 and extend the Expiration Time for the Amended Offers (as defined below) (collectively, with the Expired Offers, the "Offers").
Results of Below-Specified Expired Cash Tender Offers
The Offers of Lumen and Level 3 to purchase any and all of their respective outstanding unsecured notes identified in the table below (collectively, the "Expired Offer Notes") pursuant to the terms and subject to the conditions set forth in an Offer to Purchase, including the related Notice of Guaranteed Delivery attached as Appendix A thereto (the "Notice of Guaranteed Delivery"), dated November 12, 2024 (collectively, as amended by this press release, the "Offer to Purchase") expired at 5:00 p.m., New York City time, on November 18, 2024 (such date and time, the "Original Expiration Time"). Withdrawal rights for such Offers expired at the Original Expiration Time.
The table below sets forth the aggregate principal amount of each series of Expired Offer Notes that were validly tendered and not validly withdrawn at or prior to the Original Expiration Time, according to information received from the tender and information agent for the Offers.
(e) Amount (f)
Tendered Aggregate
(as Principal
Percentage Amount of
(d) of Expired
Aggregate Aggregate Offer Notes
Principal Principal Tendered
Amount Amount and
(b) Title of Outstanding Shown in Expected to
(a) Issuer and Expired Offer (c) CUSIP Prior to the Column be (g) Tender
Offeror Notes Numbers(1) Offers (d)) Accepted(2) Consideration(3)
-------------- -------------- ----------- ------------ ---------- ----------- ----------------
Lumen 5.625% Senior
Technologies, Notes, Series
Inc. X, due 2025 156700 AZ9 $87,299,000 38 % $32,820,000 $1,000.00
Lumen 7.200% Senior
Technologies, Notes, Series
Inc. D, due 2025 156686 AJ6 $32,238,000 9 % $3,029,000 $1,000.00
Lumen 5.125% Senior 156700 BB1
Technologies, Notes due / U1566P
Inc. 2026 AB1 $12,344,000 41 % $5,018,000 $960.00
4.000% Senior
Lumen Secured Notes 156700 BC9
Technologies, due 2027 / U1566P
Inc. (Unsecured) AC9 $44,496,000 8 % $3,694,000 $900.00
3.400% Senior
Level 3 Secured Notes 527298 BP7
Financing, due 2027 / U52783
Inc. (Unsecured) AU8 $5,684,000 8 % $461,000 $920.00
Level 3 4.625% Senior 527298 BN2
Financing, Notes due / U52783
Inc. 2027 AT1 $113,233,000 43 % $48,274,000 $930.00
(1) No representation is made as to the correctness or accuracy of the CUSIP
numbers listed in column (c) of the table above. They are provided solely
for convenience.
(2) The principal amounts tendered as reflected in column (f) of the table
above exclude the following aggregate principal amount of the Expired
Offer Notes expected to be tendered by the guaranteed delivery deadline
of 5:00 p.m., New York City time, on November 20, 2024, and expected to
be accepted for purchase on the terms and conditions specified in the
Offer to Purchase: (i) $110,000 of Lumen's 5.625% Senior Notes, Series X,
due 2025 and (ii) $122,000 of Level 3's 4.625% Senior Notes due 2027.
(3) Per $1,000 principal amount of such Expired Offer Notes validly tendered
(and not validly withdrawn) and accepted for purchase by the applicable
Offeror. Excludes accrued and unpaid interest on such Expired Offer
Notes, which will be paid on the terms and conditions set forth in the
Offer to Purchase with respect to such Expired Offer Notes accepted for
purchase by the applicable Offeror as described below.
Subject to the satisfaction or waiver of the conditions to the Offers, prior to the close of business on November 19, 2024 (such date, the "Expired Offer Settlement Date"), the Offerors expect to accept for purchase, and expect to pay for, all Expired Offer Notes validly tendered (and not validly withdrawn) at or prior to the Original Expiration Time (as summarized in column (f) of the table above). Any Expired Offer Notes validly and timely tendered using the Notice of Guaranteed Delivery and accepted for purchase are expected, subject to the satisfaction or waiver of the conditions to the Offers, to be purchased on November 21, 2024, but payment of accrued interest on such Notes will only be made up to, but not including, the Expired Offer Settlement Date.
Amendment of Remaining Cash Tender Offers
Lumen and Level 3 have amended the remaining offers (the "Amended Offers") to purchase any and all of their respective outstanding unsecured notes identified in the table below (collectively, the "2028 Notes" and, together with the Expired Offer Notes, the "Notes") to increase the tender offer consideration for each series of the 2028 Notes and extend the Expiration Time for the Amended Offers. The table below sets forth the amended pricing terms of such Amended Offers:
(d)
Aggregate
Principal
(a) Issuer and (b) Title of 2028 (c) CUSIP Amount (e) New Tender
Offeror Notes Numbers(1) Outstanding Consideration(2)
-------------- ------------------- ----------- ------------ ----------------
Lumen 6.875% Debentures,
Technologies, Series G, due
Inc. 2028 156686 AM9 $161,817,000 $947.50
Level 3 527298 BR3
Financing, 4.250% Senior Notes / U52783
Inc. due 2028 AW4 $488,098,000 $890.00
(1) No representation is made as to the correctness or accuracy of the CUSIP
numbers listed in column (c) of the table above. They are provided solely
for convenience.
(2) Per $1,000 principal amount of such 2028 Notes validly tendered (and not
validly withdrawn) and accepted for purchase by the applicable Offeror.
Excludes the 2028 Notes Accrued Interest (as defined below), which will
be paid on such 2028 Notes accepted for purchase by the applicable
Offeror as described below.
In connection with this increase in the tender consideration for each series of the 2028 Notes, the expiration time of the Amended Offers has been extended to 5:00 p.m., New York City time, on November 25, 2024, unless further extended or earlier terminated by the applicable Offeror (such time and date, as it may be further extended or earlier terminated, the "2028 Notes Expiration Time").
Any 2028 Notes that have been, or will be, validly tendered prior to the 2028 Notes Expiration Time may be validly withdrawn at any time prior to the earlier of (i) the 2028 Notes Expiration Time and (ii) the 10th business day after the commencement of the applicable Offer, as well as any other circumstances described in the Offer to Purchase.
The Guaranteed Delivery Deadline (as defined in the Offer to Purchase) for each of the Amended Offers has also been extended to 5:00 p.m., New York City time, on November 27, 2024.
The Amended Offers are being made pursuant to the terms and conditions as set forth in the Offer to Purchase.
(MORE TO FOLLOW) Dow Jones Newswires
November 19, 2024 08:55 ET (13:55 GMT)
Comments