Lumen, Embarq, Qwest give results of tender offers for 11 notes

By Marisa Wong

Los Angeles, Oct. 3 – Lumen Technologies, Inc. announced the results of its and its indirect wholly owned subsidiaries’ cash tender offers to purchase any and all of the outstanding notes from 11 series, according to a Monday press release.

Lumen, Embarq Florida, Inc. and Qwest Capital Funding, Inc. launched the tender offers on Sept. 26. The offers expired at 5 p.m. ET on Sept. 30.

As of the expiration time, holders had tendered the following notes, listed with the tender consideration per $1,000 principal amount:

• $633,837,000, or 84.51%, of the $750 million outstanding 6¾% senior notes, series W, due 2023 (Cusip: 156700AX4) issued by Lumen at $1,023.57, for an aggregate purchase price of $648,776,538.09. A total of $2,499,000 of notes were tendered under notice of guaranteed delivery;

• $905,192,000, or 92.17%, of the $982,057,000 outstanding 7.5% senior notes, series Y, due 2024 (Cusip: 156700BA3) issued by Lumen at $1,040.56, for an aggregate purchase price of $941,906,587.52. A total of $5,106,000 of notes were tendered under notice of guaranteed delivery;

• $269.99 million, or 54%, of the $500 million outstanding 5.625% senior notes, series X, due 2025 (Cusip: 156700AZ9) issued by Lumen at $975.00, for an aggregate purchase price of $263,240,250. A total of $4.68 million of notes were tendered under notice of guaranteed delivery;

• $34,199,000, or 34.20%, of the $100 million outstanding 7.2% senior notes, series D, due 2025 (Cusip: 156686AJ6) issued by Lumen at $995.00, for an aggregate purchase price of $34,028,005;

• $484,077,000, or 39.08%, of the $1,238,528,000 outstanding 5.125% senior notes due 2026 (Cusip: 156700BB1) issued by Lumen at $868.75, for an aggregate purchase price of $420,541,893.75. A total of $18,884,000 of notes were tendered under notice of guaranteed delivery;

• $126,236,000, or 29.70%, of the $425 million outstanding 6.875% debentures, series G, due 2028 (Cusip: 156686AM9) issued by Lumen at $870.00, for an aggregate purchase price of $109,825,320. A total of $5,798,000 of notes were tendered under notice of guaranteed delivery;

• $489,625,000, or 48.96%, of the $1 billion outstanding 5.375% senior notes due 2029 (Cusip: 550241AA1) issued by Lumen at $753.75, for an aggregate purchase price of $369,054,843.75. A total of $3,706,000 of notes were tendered under notice of guaranteed delivery;

• $24.78 million, or 33.76%, of the $73,398,000 outstanding 7.125% senior notes due 2023 (Cusip: 913026AU4) issued by Embarq at $1,000.00, for an aggregate purchase price of $24.78 million;

• $181,000, or 0.28%, of the $63,547,000 outstanding 8.375% senior notes due 2025 (Cusip: 913026AT7) issued by Embarq at $1,000.00, for an aggregate purchase price of $181,000;

• $36,097,000, or 32.14%, of the $112,328,000 outstanding 6.875% senior notes due 2028 (Cusip: 912912AQ5) issued by Qwest at $880.00, for an aggregate purchase price of $31,765,360; and

• $26,474,000, or 18.59%, of the $142,423,000 outstanding 7.75% senior notes due 2031 (Cusip: 74913EAJ9) issued by Qwest at $880.00, for an aggregate purchase price of $23,297,120.

Holders whose notes are accepted for purchase will also receive accrued interest.

Each offer is not conditioned on any minimum amount of notes being tendered or the consummation of any other offer. However, the offers are subject to some other conditions, including, among other things, completion of Lumen’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.

Settlement is expected to occur on Oct. 3.

The divestiture condition is expected to be satisfied on Oct. 3, which may affect the actual settlement date.

Any notes tendered under notices of guaranteed delivery and accepted for purchase are expected to be purchased on Oct. 5, as previously announced.

Concurrently with the tender offers, Embarq issued notices to redeem any of its 2023 and 2025 notes that remain outstanding as of the redemption date, Nov. 4, at par plus accrued interest.

Likewise, Lumen issued notices to redeem, subject to the divestiture condition, any of its series W and series Y notes that remain outstanding as of the redemption date, Oct. 26, at a make-whole price plus accrued interest.

BofA Securities, Inc., Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Barclays, 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 about the terms of the offers should be directed to BofA Securities (888 292-0070 or 980 388-3646) or Morgan Stanley (800 624-1808 or 212 761-1057).

The tender and information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers only or 855 654-2014 for all others; contact@gbsc-usa.com; https://www.gbsc-usa.com/lumen).

Lumen is a telecommunications company based in Monroe, La.

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