Lumen, Embarq, Qwest receive, accept tenders of $3.03 billion 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, by which time Lumen reported the companies received and accepted tenders of $3,030,688,000 notes, all of which it purchased for $2,867,396,918 in cash, plus accrued interest. Settlement took place on Oct. 3.

On the Oct. 5 guaranteed delivery settlement date, Lumen expects to purchase up to an additional $40,673,000 of notes for $36,677,133 in cash, plus accrued interest.

Specifically, the companies received and accepted tenders of 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.

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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