DENVER, Oct. 3, 2022
/PRNewswire/ -- Lumen Technologies, Inc. (NYSE: LUMN) (the
"Company" or "Lumen") announced today the results of its and its
indirect, wholly-owned subsidiaries' previously-announced cash
tender offers (the "Offers") to purchase any and all of the
outstanding notes identified in the table below (collectively, the
"Notes") pursuant to the terms and conditions as set forth in the
Offer to Purchase (as it may be amended or supplemented from time
to time, the "Offer to Purchase"), including the Notice of
Guaranteed Delivery, dated September 26,
2022. According to information received from Global
Bondholder Services Corporation, the tender and information agent
for the Offers, the table below sets forth the aggregate principal
amount of each series of Notes that were validly tendered and not
validly withdrawn on or prior to 5:00
p.m., New York City time,
on September 30, 2022 (such date and
time, the "Expiration Time"). Capitalized terms used in this
release but not otherwise defined have the meaning given in the
Offer to Purchase.
Issuer and Offeror
|
Title of Notes
|
CUSIP
Number(s)/ISIN(1)
|
Aggregate
Principal
Amount of
Notes
Tendered as
of the
Expiration
Time(2)
|
Amount
Tendered as
Percentage
of
Outstanding
Principal
Amount
Prior to the
Offers(2)
|
Aggregate
Purchase Price
Expected to be
Paid for Notes
Tendered(2)(3)
|
Aggregate
Principal
Amount of
Notes
Tendered
pursuant to
Notice of
Guaranteed
Delivery
|
Lumen Technologies,
Inc.
|
6.750% Senior Notes,
Series W,
due 2023(4)
|
156700AX4 /
US156700AX46
|
$633,837,000
|
84.51 %
|
$648,776,538.09
|
$2,499,000
|
Lumen Technologies,
Inc.
|
7.500% Senior Notes,
Series Y,
due 2024(4)
|
156700BA3 /
US156700BA34
|
$905,192,000
|
92.17 %
|
$941,906,587.52
|
$5,106,000
|
Lumen Technologies,
Inc.
|
5.625% Senior Notes,
Series X,
due 2025
|
156700AZ9 /
US156700AZ93
|
$269,990,000
|
54.00 %
|
$263,240,250.00
|
$4,680,000
|
Lumen Technologies,
Inc.
|
7.200% Senior Notes,
Series D,
due 2025
|
156686AJ6 /
US156686AJ67
|
$34,199,000
|
34.20 %
|
$34,028,005.00
|
--
|
Lumen Technologies,
Inc.
|
5.125% Senior Notes due
2026
|
156700BB1 &
U1566PAB1 /
US156700BB17
|
$484,077,000
|
39.08 %
|
$420,541,893.75
|
$18,884,000
|
Lumen Technologies,
Inc.
|
6.875% Debentures,
Series G, due 2028
|
156686AM9/
US156686AM96
|
$126,236,000
|
29.70 %
|
$109,825,320.00
|
$5,798,000
|
Lumen Technologies,
Inc.
|
5.375% Senior Notes due
2029
|
550241AA1 &
U54985AA1 /
US550241AA19
|
$489,625,000
|
48.96 %
|
$369,054,843.75
|
$3,706,000
|
Embarq Florida,
Inc.
|
7.125% Senior Notes due
2023(4)
|
913026AU4 /
US913026AU40
|
$24,780,000
|
33.76 %
|
$24,780,000.00
|
--
|
Embarq Florida,
Inc.
|
8.375% Senior Notes due
2025(4)
|
913026AT7 /
US913026AT76
|
$181,000
|
0.28 %
|
$181,000.00
|
--
|
Qwest Capital Funding,
Inc.
|
6.875% Senior Notes due
2028
|
912912AQ5 /
US912912AQ52
|
$36,097,000
|
32.14 %
|
$31,765,360.00
|
--
|
Qwest Capital Funding,
Inc.
|
7.750% Senior Notes due
2031
|
74913EAJ9,
74913EAG5 &
U74902AD6 /
US74913EAJ91
|
$26,474,000
|
18.59 %
|
$23,297,120.00
|
--
|
|
|
(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)
|
Excludes the principal
amount of Notes tendered pursuant to the Notice of Guaranteed
Delivery.
|
(3)
|
Excludes Accrued
Interest, which will be paid on Notes accepted for purchase by the
applicable Offeror as described in the Offer to
Purchase.
|
(4)
|
Subject to the
concurrent redemption described further below.
|
|
|
The consummation of each Offer is not conditioned upon any
minimum amount of Notes being tendered or the consummation of any
other Offer. However, applicable Offeror's obligation to accept for
payment and to pay for the Notes validly tendered in the Tender
Offers is subject to the satisfaction or waiver of the 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"). The Divestiture Condition is expected to
be satisfied on October 3, 2022,
which may affect the Settlement Date.
The applicable Offeror reserves the right, subject to applicable
law, at any time with respect to any or all of the Offers, to (a)
waive in whole or in part any or all conditions to the Offers; (b)
delay the acceptance for purchase of any Notes or delay the
purchase of any Notes; or (c) otherwise terminate any Offer with
respect to one or more series of Notes.
Concurrently with the commencement of the Offers, on
September 26, 2022, (i) Embarq
Florida issued 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,
November 4, 2022, at par, plus
accrued and unpaid interest to, but not including, the redemption
date, and (ii) Lumen issued 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, October 26, 2022, 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 to, but not including, the redemption
date. As discussed further in the Offer to Purchase, the Offerors
or any of their affiliates also may, from time to time, purchase
other outstanding debt securities through open market purchases,
privately negotiated transactions, tender offers, exchange offers,
redemptions or other similar transactions.
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 and the Divestiture Condition; corporate developments
that could preclude, impair or delay the Offers due to restrictions
under the federal securities laws; 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, Inc.