Current Report Filing (8-k)
January 12 2021 - 6:01AM
Edgar (US Regulatory)
false00000189260000794323true 0000018926 2021-01-11 2021-01-11 0000018926 ctl:Level3ParentLlcMember 2021-01-11 2021-01-11 0000018926 us-gaap:CommonStockMember 2021-01-11 2021-01-11 0000018926 us-gaap:PreferredStockMember 2021-01-11 2021-01-11
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2021
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
(State or other jurisdiction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Address of registrants’ principal executive offices)
|
|
|
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
(State or other jurisdiction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Address of registrant’s principal executive offices)
|
|
|
|
|
Registrants’ telephone number, including area code: (318)
388-9000
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligations of the 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 pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, par value $1.00 per share
|
|
|
|
|
|
|
|
Preferred Stock Purchase Rights
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On January 11, 2021, Lumen Technologies* (“Lumen,” “us,” “we” or “our”) issued a press release announcing that its indirect wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), planned to offer $900 million aggregate principal amount of senior unsecured sustainability-linked notes in a proposed private offering that would not be registered under the Securities Act of 1933, as amended (the “Securities Act”), the net proceeds of which were intended to be used, together with cash on hand, to redeem all $900 million aggregate principal amount of Level 3 Financing’s 5.375% Senior Notes due 2024. That press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full.
On January 11, 2021, Lumen issued a subsequent press release announcing Level 3 Financing’s agreement to sell $900 million aggregate principal amount of its 3.750% Sustainability-Linked Senior Notes due 2029 pursuant to its inaugural sustainability-linked notes offering in a private offering that will not be registered under the Securities Act. That press release is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference as if set forth in full.
This Current Report on Form
8-K
does not constitute a notice of redemption with respect to any of Level 3 Financing’s outstanding senior notes.
Forward-Looking Statements
Except for historical and factual information, the matters set forth in this Current Report on Form
8-K
identified by words such as “will,” “should,” “expects,” “anticipates,” “believes,” “plans,” “intends,” 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, and are subject to various uncertainties. Actual events and results may differ materially from those anticipated by us in those statements for several reasons, including those discussed in Exhibits 99.1 and 99.2. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
|
*
|
The Lumen Brand was launched on September
14, 2020. As a result, CenturyLink, Inc. is referred to as Lumen Technologies, or simply Lumen. The legal name CenturyLink, Inc. is expected to be formally changed to Lumen Technologies, Inc. on January
22, 2021. Effective as of January
22, 2021, the CUSIP number for the company’s common stock is scheduled to change to 550241 103.
|
|
|
Financial Statements and Exhibits.
|
Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc. and Level 3 Parent, LLC have duly caused this Current Report to be signed on their behalf by the undersigned officer hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
Eric J. Mortensen
|
|
|
|
Senior Vice President and Controller
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
Eric J. Mortensen
|
|
|
|
Senior Vice President – Controller
|
CenturyLink (NYSE:CTL)
Historical Stock Chart
From Mar 2024 to Apr 2024
CenturyLink (NYSE:CTL)
Historical Stock Chart
From Apr 2023 to Apr 2024
