DENVER, Sept. 26,
2022 /PRNewswire/ -- Lumen Technologies, Inc. (NYSE:
LUMN) (the "Company" or "Lumen") and its indirect, wholly-owned
subsidiaries Embarq Florida, Inc. ("Embarq Florida") and Qwest
Capital Funding, Inc. ("QCF") have commenced cash tender offers
(the "Offers") to purchase any and all of the outstanding notes
identified in the table below (collectively, the "Notes").
The Offers are being made on the terms and subject to the
conditions set forth in the Offer to Purchase dated September 26, 2022 (the "Offer to Purchase").
Capitalized terms used in this release but not otherwise defined
have the meaning given in the Offer to Purchase.
Certain information regarding the Notes and the Offers is set
forth in the tables below:
Issuer and Offeror
|
|
Title of Notes
|
|
CUSIP
Number(s)/ISIN(1)
|
|
Aggregate
Principal
Amount Outstanding
|
|
Tender
Consideration(2)
|
Lumen Technologies,
Inc.
|
|
6.750% Senior Notes,
Series W, due 2023
|
|
156700AX4 /
US156700AX46
|
|
$750,000,000
|
|
$1,023.57
|
Lumen Technologies,
Inc.
|
|
7.500% Senior Notes,
Series Y, due 2024
|
|
156700BA3 /
US156700BA34
|
|
$982,057,000
|
|
$1,040.56
|
Lumen Technologies,
Inc.
|
|
5.625% Senior Notes,
Series X, due 2025
|
|
156700AZ9 /
US156700AZ93
|
|
$500,000,000
|
|
$975.00
|
Lumen Technologies,
Inc.
|
|
7.200% Senior Notes,
Series D, due 2025
|
|
156686AJ6 /
US156686AJ67
|
|
$100,000,000
|
|
$995.00
|
Lumen Technologies,
Inc.
|
|
5.125% Senior Notes due
2026
|
|
156700BB1 &
U1566PAB1 /
US156700BB17
|
|
$1,238,528,000
|
|
$868.75
|
Lumen Technologies,
Inc.
|
|
6.875% Debentures,
Series G, due 2028
|
|
156686AM9/
US156686AM96
|
|
$425,000,000
|
|
$870.00
|
Lumen Technologies,
Inc.
|
|
5.375% Senior Notes due
2029
|
|
550241AA1 &
U54985AA1 /
US550241AA19
|
|
$1,000,000,000
|
|
$753.75
|
Embarq Florida,
Inc.
|
|
7.125% Senior Notes due
2023
|
|
913026AU4 /
US913026AU40
|
|
$73,398,000
|
|
$1,000.00
|
Embarq Florida,
Inc.
|
|
8.375% Senior Notes due
2025
|
|
913026AT7 /
US913026AT76
|
|
$63,547,000
|
|
$1,000.00
|
Qwest Capital Funding,
Inc.
|
|
6.875% Senior Notes due
2028
|
|
912912AQ5 /
US912912AQ52
|
|
$112,328,000
|
|
$880.00
|
Qwest Capital Funding,
Inc.
|
|
7.750% Senior Notes due
2031
|
|
74913EAJ9, 74913EAG5
&
U74902AD6 /
US74913EAJ91
|
|
$142,423,000
|
|
$880.00
|
|
|
(1)
|
No representation is
made as to the correctness or accuracy of
the CUSIP numbers/ISINs listed in the table above.
They are provided solely for convenience.
|
|
|
(2)
|
Per $1,000 principal
amount of Notes validly tendered (and not validly withdrawn) and
accepted for purchase by the applicable Offeror. Excludes
Accrued Interest (as defined below), which will be paid on Notes
accepted for purchase by the applicable Offeror as
described below.
|
|
|
Each Offer will expire at 5:00
p.m., New York City time,
on September 30, 2022, unless
extended or earlier terminated by the applicable Offeror (the
"Expiration Time"). Tenders of Notes may be validly withdrawn at
any time at or prior to, but not after, 5:00
p.m., New York City time,
on September 30, 2022 unless extended
by the applicable Offeror, subject to certain limited
exceptions. Holders who validly tender and do not validly
withdraw their Notes, or deliver a valid Guaranteed Delivery
Notice, at or prior to the Expiration Time will be eligible to
receive the applicable Tender Consideration listed in the table
above and Accrued Interest (as defined below).
Subject to the terms and conditions of the Offers, all Notes
validly tendered (and not validly withdrawn) and accepted for
purchase by the applicable Offeror pursuant to the Offers will
receive the applicable tender consideration set forth in the table
above, plus accrued and unpaid interest on such Notes from the
applicable last interest payment date with respect to those Notes
to, but not including, the Settlement Date (as defined below)
("Accrued Interest").
The consummation of each Offer is not conditioned upon any
minimum amount of Notes being tendered or the consummation of any
other Offer. However, the Offers are subject to the satisfaction or
waiver of certain conditions as described in the Offer to Purchase,
including, among other things, completion of the Company's
previously-announced divestiture of its facilities-based incumbent
local exchange business conducted within 20 primarily Midwestern
and Southeastern states to Connect Holding LLC (doing business as
"Brightspeed"), an affiliate of funds advised by Apollo Global
Management, Inc. (the "Divestiture Condition").
Provided that the conditions to the Offers have been satisfied
or waived, and assuming acceptance for purchase by the applicable
Offeror of Notes validly tendered (and not validly withdrawn)
pursuant to the Offers, payment for Notes validly tendered at or
prior to the Expiration Time will be made on the settlement date
(the "Settlement Date"), which is expected to occur on October 3, 2022, assuming the conditions to the
Offers, including the Divestiture Condition, have been either
satisfied or waived by the Company. The Divestiture Condition is
expected to be satisfied on October 3,
2022, which may affect the Settlement Date. Any Notes
tendered using the Notice of Guaranteed Delivery and accepted for
purchase are expected to be purchased by the applicable Offeror on
October 5, 2022.
Each of the Offers may be amended, extended or, subject to
certain conditions and applicable law, terminated by the applicable
Offeror at any time in its sole discretion.
Concurrently with the commencement of the Offers, (i) Embarq
Florida intends to issue notices to redeem any of its 7.125% Senior
Notes due 2023 (the "2023 Notes") and 8.375% Senior Notes due 2025
(the "2025 Notes" and, together with the 2023 Notes, the "Embarq
Florida Notes") that remain outstanding as of the redemption date
at par, plus accrued and unpaid interest, and (ii) Lumen intends to
issue notices to redeem, subject to the Divestiture Condition, any
of its 6.750% Senior Notes, Series W, due 2023 (the "Series W
Notes") and 7.500% Senior Notes, Series Y, due 2024 (the "Series Y
Notes") that remain outstanding as of the redemption date at a
redemption price equal to the greater of par or par plus the
"make-whole" premium set forth in the terms of such Notes, plus
accrued and unpaid interest.
BofA Securities, Inc., Morgan Stanley & Co. LLC, Credit
Suisse Securities (USA) LLC,
Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup
Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital
Markets, LLC, Wells Fargo Securities, LLC, Citizens Capital
Markets, Inc., Fifth Third Securities, Inc., Mizuho Securities
USA LLC, MUFG Securities Americas
Inc., Regions Securities LLC, TD Securities (USA) LLC and Deutsche Bank Securities Inc. are
acting as dealer managers for the Offers. Questions and requests
for assistance regarding the terms of the Offers should be directed
to BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980)
388-3646 (collect), Morgan Stanley & Co. LLC at (800) 624-1808
(toll-free) or (212) 761-1057 (collect).
Any questions regarding procedures for tendering Notes,
including the guaranteed delivery procedures, or request for copies
of the Offer to Purchase, may be directed to the tender and
information agent, Global Bondholder Services Corporation, at (212)
430-3774 (for banks and brokers only) or (855) 654-2014 (toll-free)
(for all others) or contact@gbsc-usa.com. A copy of the Offer to
Purchase and other relevant documents are also available at the
following website: https://www.gbsc-usa.com/lumen.
None of the Offerors, any subsidiaries, affiliates, directors,
managers or officers of any such company, the dealer managers, the
tender and information agent or the trustees with respect to the
Notes is making any recommendation as to whether holders should
tender any Notes in response to the Offers, and no one has been
authorized by any of them to make such a recommendation. Holders
must make their own independent decision as to whether to tender
their Notes and, if so, the principal amount of Notes to
tender.
The Offers are only being made pursuant to the Offer to
Purchase. This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes in the Offers. The
Offers are not being made to holders of Notes in any jurisdiction
in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Offers are required
to be made by a licensed broker or dealer, the Offers will be
deemed to be made on behalf of the applicable Offeror by the dealer
managers, or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
Neither this press release nor anything contained herein is a
notice of redemption for the Embarq Florida Notes, the Series W
Notes or the Series Y Notes, or any other debt securities under the
applicable indentures governing such debt securities.
About Lumen
Lumen Technologies, Inc. (NYSE: LUMN) is guided by our belief
that humanity is at its best when technology advances the way we
live and work. With approximately 400,000 route fiber miles and
serving customers in more than 60 countries, we deliver the
fastest, most secure platform for applications and data to help
businesses, government and communities deliver amazing
experiences.
Lumen and Lumen Technologies are registered trademarks of Lumen
Technologies LLC in the United
States. Lumen Technologies LLC is a wholly-owned affiliate
of Lumen Technologies, Inc.
Forward Looking
Statements
Except for historical and factual information, the matters set
forth in this release and other of Lumen's oral or written
statements identified by words such as "estimates," "expects,"
"anticipates," "believes," "plans," "intends," and similar
expressions are forward-looking statements. 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 Lumen's control. Actual events and results may
differ materially from those anticipated, estimated, projected or
implied by Lumen 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: the ability of the applicable Offeror to consummate
the Offers; the possibility that the existing noteholders will not
be receptive to the Offers; corporate developments that could
preclude, impair or delay the Offers due to restrictions under the
federal securities laws; changes in the credit ratings of the
applicable Offeror; changes in the cash requirements, financial
position, financing plans or investment plans of the applicable
Offeror; changes in general market, economic, tax, regulatory or
industry conditions; and other risks referenced from time to time
in our filings with the U.S. Securities and Exchange Commission
("SEC"). For all the reasons set forth above and in the SEC filings
of Lumen and its affiliates, you are cautioned not to unduly rely
upon any forward-looking statements, which speak only as of the
date made. Lumen undertakes no obligation to publicly update or
revise any forward-looking statements for any reason, whether as a
result of new information, future events or developments, changed
circumstances, or otherwise. Furthermore, any information about the
applicable Offeror's intentions contained in any forward-looking
statements reflects such Offeror's intentions as of the date of
such forward-looking statement, and is based upon, among other
things, existing regulatory, technological, industry, competitive,
economic and market conditions, and their assumptions as of such
date. Lumen may change its intentions, strategies or plans
(including the plans expressed herein) without notice at any time
and for any reason.
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SOURCE Lumen Technologies