Lumen Technologies Terminates Agreement, Incurs New Obligation

TL;DR

Lumen terminated a deal and took on new debt, filing an 8-K.

AI Summary

Lumen Technologies, Inc. announced on March 28, 2024, the termination of a material definitive agreement and the creation of a direct financial obligation. This filing also includes information regarding Regulation FD disclosures and financial statements.

Why It Matters

The termination of a material agreement and the creation of a new financial obligation can significantly impact Lumen's financial structure and future operational flexibility.

Risk Assessment

Risk Level: medium — The termination of a material agreement and the incurrence of new financial obligations suggest potential financial restructuring or strategic shifts that could carry inherent risks.

Key Players & Entities

• Lumen Technologies, Inc. (company) — Filer
• Level 3 Parent, LLC (company) — Related Entity
• CENTURYLINK, INC (company) — Former Company Name
• CENTURYTEL INC (company) — Former Company Name
• CENTURY TELEPHONE ENTERPRISES INC (company) — Former Company Name

FAQ

Key Financial Figures

• $1.00 — ich Registered Common Stock, par value $1.00 per share LUMN New York Stock Excha
• $489 million — ility with commitments of approximately $489 million (the " SP RCF-A "), (ii) a superpriori
• $467 million — ility with commitments of approximately $467 million (the " SP RCF-B ", and together with t
• $377 million — facility in the amount of approximately $377 million (the " SP TLA "). Lumen's obligations
• $150 million — obligations under the SP RCF-A of up to $150 million and under the SP RCF-B of up to $150 mi
• $150 m — million and under the SP RCF-B of up to $150 million, in each case secured by a lien o
• $57 million — Agreement was reduced to approximately $57 million. The foregoing summary of the RCF/TLA
• $1.6 billion — in a principal amount of approximately $1.6 billion (the " SP TLB-1 ") and (ii) a superpri
• $332 million — n the principal amount of approximately $332 million pursuant to an indenture, dated as of t
• $479 million — the principal amount of approximately $479 million pursuant to an indenture, dated as of t
• $232 million — d thereto, there remained approximately $232 million in aggregate principal amount of Existi
• $1.2 billion — n the principal amount of approximately $1.2 billion (the " TLB-1 ") and (ii) a secured ter
• $12 million — Agreement was reduced to approximately $12 million. The foregoing summary of the New Leve
• $1.575 billion — enture pursuant to which Level 3 issued $1.575 billion of 11.000% first lien notes due 2029 (t
• $668 million — t to which Level 3 issued approximately $668 million of 10.500% first lien notes due 2029 in

Filing Documents

• d784318d8k.htm (8-K) — 133KB
• d784318dex41.htm (EX-4.1) — 56KB
• d784318dex43.htm (EX-4.3) — 893KB
• d784318dex45.htm (EX-4.5) — 894KB
• d784318dex46.htm (EX-4.6) — 67KB
• d784318dex47.htm (EX-4.7) — 68KB
• d784318dex48.htm (EX-4.8) — 832KB
• d784318dex49.htm (EX-4.9) — 59KB
• d784318dex410.htm (EX-4.10) — 60KB
• d784318dex411.htm (EX-4.11) — 60KB
• d784318dex412.htm (EX-4.12) — 60KB
• d784318dex414.htm (EX-4.14) — 931KB
• d784318dex416.htm (EX-4.16) — 921KB
• d784318dex418.htm (EX-4.18) — 929KB
• d784318dex420.htm (EX-4.20) — 841KB
• d784318dex422.htm (EX-4.22) — 846KB
• d784318dex424.htm (EX-4.24) — 833KB
• d784318dex426.htm (EX-4.26) — 834KB
• d784318dex101.htm (EX-10.1) — 1418KB
• d784318dex102.htm (EX-10.2) — 1280KB
• d784318dex103.htm (EX-10.3) — 1090KB
• d784318dex104.htm (EX-10.4) — 1114KB
• d784318dex105.htm (EX-10.5) — 1074KB
• d784318dex991.htm (EX-99.1) — 54KB
• g784318g0327100914617.jpg (GRAPHIC) — 3KB
• 0001193125-24-080820.txt ( ) — 19002KB
• lumn-20240322.xsd (EX-101.SCH) — 5KB
• lumn-20240322_cal.xml (EX-101.CAL) — 1KB
• lumn-20240322_def.xml (EX-101.DEF) — 15KB
• lumn-20240322_lab.xml (EX-101.LAB) — 23KB
• lumn-20240322_pre.xml (EX-101.PRE) — 15KB
• d784318d8k_htm.xml (XML) — 10KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28 , 2024 ( March 22, 2024 ) Lumen Technologies, Inc. (Exact name of registrant as specified in its charter) Louisiana 001-7784 72-0651161 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 100 CenturyLink Drive Monroe , Louisiana 71203 (Address of principal executive offices) (Zip Code) ( 318 ) 388-9000 (Registrant's telephone number, including area code) Level 3 Parent, LLC (Exact name of registrant as specified in its charter) Delaware 001-35134 47-0210602 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1025 Eldorado Blvd. Broomfield , Colorado 80021-8869 (Address of principal executive offices) (Zip Code) ( 720 ) 888-1000 (Registrant's telephone number, including area code) Qwest Corporation (Exact name of registrant as specified in its charter) Colorado 001-03040 84-0273800 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 100 CenturyLink Drive Monroe , Louisiana 71203 (Address of registrants' principal executive offices) (Zip Code) ( 318 ) 388-9000 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered by Lumen Technologies, Inc. pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $1.00 per share LUMN New York Stock Exchange Preferred Stock Purchase Rights N/A New York Stock Exchange Indicate by check mark whether any registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Explanatory Note. Original TSA As previously disclosed, on October 31, 2023, Lumen Technologies, Inc. (" Lumen ") entered into a Transaction Support Agreement (the " Original TSA ") with Level 3 Financing, Inc. (" Level 3 "), Qwest Corporation (" Qwest ") and certain holders of the debt of Lumen and Level 3 (the " Initial Consenting Parties "). A&R TSA As previously disclosed, on January 22, 2024, Lumen, Level 3, Qwest, the Initial Consenting Parties and certain other holders of the debt of Lumen and Level 3 (such holders, together with the Initial Consenting Parties, the " Consenting Parties ") entered into an Amended and Restated Transaction Support Agreement (the " A&R TSA "). On March 22, 2024 (the " Effective Date "), Lumen, Level 3, Qwest and the Consenting Parties consummated the transactions contemplated by the A&R TSA. Item1.01 Entry into a Material Definitive Agreement. Lumen Technologies, Inc. Amended Credit Agreement On the Effective Date, Lumen, as borrower, Bank of America, N.A. (" BofA "), as administrative agent and collateral agent, and the subsidiaries of Lumen, lenders and issuing banks party thereto entered into an amendment agreement (the " Amendment Agreement ") to that certain Amended and Restated Credit Agreement, dated as of January 31, 2020, among Lumen, the lenders and issuing banks party thereto and BofA, as administrative agent, collateral agent and swingline lender (as amended or otherwise modified prior to the date of the Amendment Agreement, the " Existing Lumen Credit Agreement " and, as amended, the " Amended Lumen Credit Agreement "). Among other things, the Amendment Agreement (i) removed certain representations and warranties, covenants and events of default, (ii) amended the Collateral Agreement, dated as of November 1, 2017, among the subsidiaries of Lumen party thereto and BofA, as collateral agent, (iii) provided certain waivers and releases, (iv) provided for certain consents thereunder and (v) subordinated the liens securing the obligations outstanding under the Amended Lumen Credit Agreement to the lie

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View this 8-K filing on SEC EDGAR