Lumen’s Level 3 Unit Repurchases $2.176B of 4%–4.875% Notes and Eases Covenants

LUMNLUMN

Lumen Technologies’ subsidiary Level 3 Financing accepted $2.176 billion principal of 4.000%–4.875% second lien notes at prices ranging from $915 to $985 per $1,000, including $1.5 billion accepted in early settlements. Supplemental indentures eliminating restrictive covenants and releasing collateral will become operative upon final settlement expected Jan. 9, 2026.

1. Expiration and Tender Offer Results

Lumen Technologies’ subsidiary, Level 3 Financing, completed its cash tender offers on January 7, 2026 at 5:00 p.m. EST. A total of approximately $2.176 billion in aggregate principal amount of the existing second lien notes were validly tendered and not withdrawn and have been accepted for purchase. This represents full acceptance of all notes tendered by holders under the offers.

2. Early Settlement and Note Series Breakdown

On December 23, 2025, Level 3 Financing effected an early settlement for approximately $1.5 billion of the aggregate tendered notes. The four series purchased comprise: 4.000% second lien notes due 2031 with $432.115 million accepted; 3.875% second lien notes due 2030 with $438.166 million accepted; 4.500% second lien notes due 2030 with $710.284 million accepted; and 4.875% second lien notes due 2029 with $595.305 million accepted. Total consideration per $1,000 principal ranged from $915.00 for the 2031 notes to $985.00 for the 2029 notes, excluding accrued interest.

3. Consent Solicitations and Indenture Amendments

Level 3 Financing solicited consents to amend each indenture to eliminate most restrictive covenants, events of default and to release collateral. Majority Requisite Consents and the 66 2/3% collateral release consents have been received for all series. Supplemental indentures for the 2031, 3.875% 2030 and 4.500% 2030 notes were executed on the early settlement date and will become operative on the final settlement date, currently expected January 9, 2026. A similar supplemental indenture for the 2029 notes will be entered promptly following expiration.

4. Advisors and Next Steps

Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC served as dealer managers, while Global Bondholder Services Corporation acted as information and tender agent. Level 3 Financing will pay the purchase price plus accrued interest in same-day funds on the final settlement date. No further tenders will be accepted beyond the January 7 expiration deadline.

Sources

SB