Qwest Corp, Level 3 Parent, Lumen File 8-K on Material Agreement

TL;DR

**Qwest, Level 3 Parent, and Lumen just filed an 8-K about a new material agreement, details pending.**

AI Summary

This 8-K filing, submitted on January 25, 2024, by Qwest Corp, Level 3 Parent, LLC, and Lumen Technologies, Inc., indicates an "Entry into a Material Definitive Agreement" and "Regulation FD Disclosure" as of January 22, 2024. While the specific details of the agreement are not disclosed in this summary, the filing suggests a significant event has occurred that requires immediate disclosure. For investors, this matters because material agreements can significantly impact a company's financial health, strategic direction, and future earnings, potentially affecting stock valuation.

Why It Matters

A material definitive agreement can signal a major strategic shift, acquisition, divestiture, or financing event that will directly influence the company's future performance and stock price.

Risk Assessment

Risk Level: medium — The risk is medium because while a material agreement has been entered into, the specific details and their financial implications are not yet public, creating uncertainty.

Analyst Insight

A smart investor would monitor for subsequent filings or press releases from Qwest Corp, Level 3 Parent, LLC, or Lumen Technologies, Inc. that provide specific details about the "Material Definitive Agreement" to assess its potential impact on the companies' financials and stock performance.

Key Players & Entities

• Qwest Corp (company) — filer of the 8-K
• Level 3 Parent, LLC (company) — filer of the 8-K
• Lumen Technologies, Inc. (company) — filer of the 8-K
• January 25, 2024 (date) — filing date of the 8-K
• January 22, 2024 (date) — conformed period of report

Forward-Looking Statements

• Further details regarding the material definitive agreement will be disclosed in a subsequent filing or press release. (Qwest Corp, Level 3 Parent, LLC, Lumen Technologies, Inc.) — high confidence, target: 2024-02-29
• The material agreement will likely impact the financial outlook for Lumen Technologies, Inc. for the upcoming fiscal year. (Lumen Technologies, Inc.) — medium confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $1.00 — ich Registered Common Stock, par value $1.00 per share LUMN New York Stock Excha
• $1.325 billion — mplates: the incurrence by Level 3 of $1.325 billion in new money long term senior secured f
• $1 billion — an amount expected to be approximately $1 billion; the extension of maturities, covenan

Filing Documents

• d717359d8k.htm (8-K) — 73KB
• d717359dex101.htm (EX-10.1) — 604KB
• d717359dex991.htm (EX-99.1) — 15KB
• g717359g0122130412616.jpg (GRAPHIC) — 3KB
• 0001193125-24-014926.txt ( ) — 989KB
• lumn-20240122.xsd (EX-101.SCH) — 5KB
• lumn-20240122_cal.xml (EX-101.CAL) — 1KB
• lumn-20240122_def.xml (EX-101.DEF) — 15KB
• lumn-20240122_lab.xml (EX-101.LAB) — 23KB
• lumn-20240122_pre.xml (EX-101.PRE) — 15KB
• d717359d8k_htm.xml (XML) — 9KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously announced, on October 31, 2023, Lumen Technologies, Inc. (the " Company " or " Lumen ") entered into a Transaction Support Agreement (the " Original Transaction Support Agreement ") with (i) Level 3 Financing, Inc. (" Level 3 "), (ii) Qwest Corporation (" Qwest ", together with the Company and Level 3, the " Company Parties "), and (iii) certain holders of the debt of the Company and Level 3 (the " Original TSA Parties "). On January 22, 2024, the Company, Level 3, Qwest, the Original TSA Parties and certain other holders of the debt of the Company and Level 3 (such holders, together with the Original TSA Parties, the " Consenting Parties " and the Consening Parties, together with the Company Parties, the " Parties ") entered into an Amended and Restated Transaction Support Agreement (together with all exhibits, annexes and schedules thereto, the " A&R Transaction Support Agreement "). The A&R Transaction Support Agreement, which amends and restates in its entirety the Original Transaction Support Agreement, defines the Parties' commitments to effect a series of transactions (the " TSA Transactions ") set forth in the term sheet attached thereto (the " Term Sheet "), which transactions will provide the Company and Level 3 with comprehensive maturity extensions while allowing them to maintain sufficient operating liquidity and financial flexibility. Among other things and subject to the terms and conditions set forth therein, the A&R Transaction Support Agreement, including the Term Sheet, contemplates: the incurrence by Level 3 of $1.325 billion in new money long term senior secured first lien indebtedness, which indebtedness will be backstopped by certain of the Consenting Parties; a new revolving credit facility at Lumen in an amount expected to be approximately $1 billion; the extension of maturities, covenant modifications and rate increases of certain secured and unsecured indebtedne

01

Item 7.01 Regulation FD Disclosure. In connection with entering into the A&R Transaction Support Agreement, the Company issued a press release on January 25, 2024, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Current Report on Form 8-K, including the exhibits hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. No Offer or Solicitation This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States or any other jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Forward-Looking Statements

Forward-Looking Statements Except for historical and factual information, the matters set forth in this Current Report on Form 8-K and other of our oral or written statements identified by words such as "estimates," "expects," "anticipates," "believes," "plans," "intends," "will," and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the "safe harbor" protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, are inherently speculative, and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in those statements if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: our ability to consummate the TSA Transactions on the timeline currently expected or at all, including the ability of the parties to negotiate definitive agreements with respect to the matters covered by the Term Sheet included in the A&R Transaction Support Agreement and the occurrence of events that may give rise to failure to satisfy any of the conditions to the closing of the transactions contemplated by, or a right of any of the parties to terminate, the A&R Transaction Support Agreement; the effects of intense competition from a wide variety of competitive providers, including decreased demand for our more mature service offerings and increased pricing pressures; the effects of new, emerging or competing technologies, including those that could make our products less desirable or obsolete; our ability to successfully and timely attain our key operating imperatives, including simplifying and consolidating our network, simplifying and automating our service support systems, attain

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amended and Restated Transaction Support Agreement by and among Lumen Technologies, Inc., Level 3 Financing, Inc., Qwest Corporation, and the Consenting Parties identified therein, dated January 22, 2024 99.1 Press Release of Lumen Technologies, Inc., dated January 25, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc., Level 3 Parent, LLC and Qwest Corporation have duly caused this Current Report on Form 8-K to be signed on their behalf by the undersigned officer hereunto duly authorized. LUMEN TECHNOLOGIES, INC. Dated: January 25 , 2024 By: /s/ Stacey W. Goff Stacey W. Goff Executive Vice President, General Counsel and Secretary LEVEL 3 PARENT, LLC Dated: January 25 , 2024 By: /s/ Stacey W. Goff Stacey W. Goff Executive Vice President, General Counsel and Secretary QWEST CORPORATION Dated: January 25 , 2024 By: /s/ Stacey W. Goff Stacey W. Goff Executive Vice President, General Counsel and Secretary 5

View Full Filing

View this 8-K filing on SEC EDGAR