CTL CenturyLink Inc

On August 12, 2020, Level 3 Financing, Inc. (“Level 3 Financing”), a direct wholly-owned subsidiary of Level 3 Parent, LLC (“Parent”) and an indirect wholly-owned subsidiary of CenturyLink, Inc. (“CenturyLink”):

The net proceeds from the sale of the 2029 Notes were approximately $830 million, after deducting fees and offering expenses. Level 3 Financing intends to use these net proceeds, together with cash on hand, for general corporate purposes, including, without limitation, to redeem all $140 million aggregate principal amount of Level 3 Financing’s outstanding 5.625% Senior Notes due 2023 and all $700 million aggregate principal amount of Level 3 Financing’s outstanding 5.125% Senior Notes due 2023.

The 2029 Notes were sold pursuant to a purchase agreement, dated August 7, 2020 (the “Purchase Agreement”), between Level 3 Financing, Parent and the initial purchasers of the 2029 Notes (the “Initial Purchasers”) for resale on the terms described further below. The Purchase Agreement includes customary representations, warranties and covenants of Level 3 Financing and Parent, including customary indemnification and contribution obligations.

The 2029 Notes are unsubordinated, unsecured obligations of Level 3 Financing, ranking equal in right of payment with all existing and future unsecured indebtedness of Level 3 Financing that is not expressly subordinated in right of payment to the 2029 Notes and ranking senior in right of payment to all existing and future indebtedness of Level 3 Financing expressly subordinated in right of payment to the 2029 Notes. The 2029 Notes will be effectively subordinated to all existing and future secured obligations of Level 3 Financing. Parent has guaranteed the 2029 Notes on an unsubordinated and unsecured basis. In addition, Parent and Level 3 Financing have agreed to endeavor in good faith using commercially reasonable efforts to cause Level 3 Communications, LLC (“Level 3 LLC”), a direct wholly-owned subsidiary of Level 3 Financing, to obtain all material governmental authorizations and consents required to permit Level 3 LLC to guarantee the 2029 Notes at the earliest practicable date and to enter into a guarantee of the 2029 Notes promptly thereafter.

In addition, at any time or from time to time on or prior to January 15, 2024, Level 3 Financing may, at its option and subject to certain conditions, redeem up to 40% of the original aggregate principal amount of the 2029 Notes at a redemption price equal to 103.625% of the principal amount of the 2029 Notes so redeemed, plus accrued and unpaid interest thereon (if any) to the redemption date, with the net cash proceeds from one or more sales of equity by Level 3 Financing or Parent that meet the terms and conditions specified in the Indenture.

The Indenture provides for customary events of default, including, among other things, the (i) failure to pay principal, interest or premium (if any) on the 2029 Notes when due, subject to certain grace periods; (ii) failure to perform various specified covenants continued for 90 days after written notice with respect thereto to Level 3 Financing by the trustee or the holders of at least 30% of the aggregate principal amount of such 2029 Notes then outstanding; or (iii) occurrence of certain specified defaults, judgments, bankruptcy proceedings, insolvencies or other events relating to Parent, Level 3 Financing or certain of its significant subsidiaries. In addition, subject to the terms and conditions set forth in the Indenture, if certain specified events of default with respect to the 2029 Notes occur and are continuing, the trustee or holders of at least 30% of the aggregate principal amount of the 2029 Notes then outstanding may declare the principal of the 2029 Notes to be due and payable immediately.

Neither the 2029 Notes nor the related guarantees have been or will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and the 2029 Notes may not be offered or sold in the United States absent registration or an exemption from applicable registration requirements. The 2029 Notes were sold by the Initial Purchasers to persons reasonably believed to be “qualified institutional buyers,” as defined in Rule 144A promulgated under the Securities Act, and persons outside the United States under Regulation S promulgated under the Securities Act. The 2029 Notes do not have the benefit of registration rights.

In reviewing the documents included as exhibits to this Current Report, please note that they are included to provide you with additional information regarding the terms of the 2029 Notes and are not intended to provide any other factual or disclosure information about Level 3 Financing, Parent or the other parties thereto. Additional information about Parent may be found elsewhere in its public filings, which are available without charge through the website of the U.S. Securities and Exchange Commission at http://www.sec.gov.