UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2026

 

 

(Exact name of registrant as specified in its charter)

 

 

 

(318)

(Telephone number, including area code)

 

(Exact name of registrant as specified in its charter)

 

 

 

Registrants’ telephone number, including area code: (720)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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 of the Securities Exchange Act of 1934 (17 CFR

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. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On January 9, 2026, 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 Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) completed its previously announced upsized offering of additional $650 million aggregate principal amount of its 8.500% Senior Notes due 2036 (the “New Notes”). The New Notes were issued as additional notes under the indenture dated December 23, 2025 (the “Indenture”), entered into among the Level 3 Financing, Parent, the other guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, pursuant to which Level 3 Financing issued $1.25 billion aggregate principal amount of its 8.500% Senior Notes due 2036 (the “Initial Notes” and, together with the New Notes, the “Notes”). The New Notes form a single series with, and have the same terms (other than the issue date and issue price) as, the Initial Notes.

The net proceeds from this offering were used to fund the purchase of Level 3 Financing’s Existing Second Lien Notes (as deed herein) that were not purchased at early settlement of the Tender Offers (as defined herein) and were accepted for purchase by Level 3 Financing at the expiration date of the Tender Offers, and the payment of accrued and unpaid interest, fees and expenses in connection therewith. Net proceeds not applied in connection with the Tender Offers will be used to pay fees and expenses related to this offering and for general corporate purposes.

Interest on the Notes accrues from December 23, 2025 and is payable on January 15 and July 15 of each year, beginning on July 15, 2026.

The Notes are senior unsecured obligations of Level 3 Financing, ranking equal in right of payment with all existing and future indebtedness of Level 3 Financing that is not expressly subordinated in right of payment to the 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 Notes. The Notes are effectively subordinated to all existing and future secured obligations of Level 3 Financing, to the extent of the value of the collateral provided by Level 3 Financing securing such obligations, and effectively subordinated to all liabilities, including trade payables, of the subsidiaries of Level 3 Financing that are not guarantors under the Indenture.

The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Parent, and certain of Parent’s material domestic subsidiaries which were able to guarantee the Notes without regulatory approval and subject to the receipt of the applicable regulatory approvals, other material domestic subsidiaries of Level 3 Financing will guarantee the Notes. Each such guarantee is a senior unsecured obligation of the applicable guarantor, ranking equal in right of payment with all existing and future indebtedness of such guarantor that is not expressly subordinated in right of payment to the guarantee of such guarantor and ranking senior in right of payment to all existing and future indebtedness of such guarantor that is expressly subordinated in right of payment to the guarantee of such guarantor. Each guarantee is effectively subordinated to all existing and future secured obligations of such guarantor, to the extent of the value of the collateral provided by such guarantor securing such obligations, and effectively subordinated to all liabilities, including trade payables, of the subsidiaries of such guarantor (other than Level 3 Financing) that are not themselves guarantors.

Level 3 Financing may redeem some or all of the Notes at any time prior to January 15, 2031 at a redemption price equal to 100% of their principal amount, plus the applicable premium set forth in the Indenture and accrued and unpaid interest (if any) to, but not including, the date of redemption. Level 3 Financing may redeem some or all of the Notes on or after January 15, 2031 at the redemption prices as set forth in the Indenture, plus accrued and unpaid interest (if any) to, but not including, the date of redemption. In addition, prior to January 15, 2029, Level 3 Financing may also, at its option, redeem up to 40% of the aggregate principal amount of the Notes with an amount not greater than the net cash proceeds from one or more equity offerings at the redemption price specified in the Indenture.

Upon the occurrence of certain specified change of crol events, Level 3 Financing will be required, unless it has elected to redeem the Notes as described above, to make an offer to purchase all outstanding Notes at a price in cash equal to 101% of their principal amount on the purchase date, plus accrued and unpaid interest (if any) to, but not including, such purchase date.

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 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 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 Notes occur and are continuing, the trustee or holders of at least 30% of the aggregate principal amount of the Notes then outstanding may declare the principal of the Notes to be due and payable immediately.

The Indenture contains certain restrictive covenants that limit the incurrence of additional indebtedness, liens and certain other corporate transactions. These covenants are subject to a number of important limitations and exceptions and are subject to termination upon the occurrence of certain events described in the Indenture.

The Notes and the related guarantees are not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements. Accordingly, the Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A promulgated under the Securities Act and to persons outside the United States in accordance with Regulation S promulgated under the Securities Act. Holders of the Notes do not have registration rights.

The foregoing description of the Indentures does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, a copy of which was included as Exhibit 4.1 of the Current Report on Form filed on December 23, 2025, and which is incorporated by reference herein.

In connection with the final results of the Tender Offers and the Solicitation of Consents (as defined below) as set forth in the Statement (as defined below), Level 3 Financing, Parent, the other guarantors of the 4.875% Second Lien Notes due 2029 and Wilmington Trust, National Association, as trustee and collateral agent have entered into a supplemental indenture relating to the 4.875% Second Lien Notes due 2029 to effect the Amendments (as defined below) (the “4.875% Supplemental Indenture”). The foregoing description of the 4.875% Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 4.875% Supplemental Indenture, a copy of which is attached as Exhibit 4.3 hereto and is incorporated by reference.

Other Information

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 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

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Sheet Arrangement of a Registrant.

The information under the subheading “New Notes Offering” in Item 1.01 of this Form is hereby incorporated by reference into this Item 2.03.

Item 8.01 Other Events

On January 8, 2026, Lumen announced the final results of its previously announced cash tender offers (each, a “Tender Offer” and collectively, the “Tender Offers”) by its wholly-owned subsidiary, Level 3 Financing to purchase the outstanding notes described below, in each case subject to certain terms and conditions set forth in the Offers to Purchase and Solicitations of Consents dated December 8, 2025, as amended and supplemented prior to the date hereof (the “Statement”), and the solicitations of consents (“Solicitation of Consents”) to amend the indentures governing Level 3 Financing’s 4.000% Second Lien Notes due 2031, 3.875% Second Lien Notes due 2030, 4.500% Second Lien Notes due 2030, and 4.875% Second Lien Notes due 2029 (together, the “Existing Second Lien Notes”) to (a) eliminate substantially all of the restrictive covenants and eliminate certain events of default and (b)(1) release all collateral securing the obligations of Level 3 Financing and the guarantors under the indentures governing each of the Existing Second Lien Notes and (2) effectuate certain other amendments applicable to such indenture, among other things, eliminate certain additional restrictive covenants and events of default (collectively, the “Amendments”).

On December 23, 2025, Level 3 Financing, Parent and the other applicable guarantors entered into supplemental indentures with the trustees and collateral agents for the 4.000% Second Lien Notes due 2031, 3.875% Second Lien Notes due 2030, and 4.500% Second Lien Notes due 2030 to effect the Amendments with respect to each such series, and such supplemental indentures became operative on the date hereof.

This Current Report on Form does not constitute an offer to purchase or the solicitation of an offer to sell any ting Second Lien Notes, nor will there be any purchase of Existing Second Lien Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01 Financial Stants and Exhibits.

(d) Exhibits:

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, 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.

 

LUMEN TECHNOLOGIES, INC.
By:		/s/ Chris Stansbury
		Chris Stansbury
		Executive Vice President and Chief Financial Officer
LEVEL 3 PARENT, LLC
By:		/s/ Chris Stansbury
		Chris Stansbury
		Executive Vice President and Chief Financial Officer

Dated: January 9, 2026