DENVER, Sept. 3, 2024 /PRNewswire/ — Lumen Applied sciences, Inc. (NYSE: LUMN) (“Lumen“) introduced that it has commenced offer to switch newly-issued superpriority senior tie notes for positive of its remarkable unsecured senior notes. As well as, Lumen additionally introduced that Stage 3 Financing, Inc., its oblique, wholly-owned subsidiary (“Level 3” and, in conjunction with Lumen, the “Issuers“), has commenced offer to switch newly-issued 2nd lien tie notes for positive of its remarkable unsecured senior notes.

Lumen Trade Deals

Lumen is providing to switch (jointly, the “Lumen Exchange Offers“) its remarkable:

1. 5.125% Senior Notes due 2026 (the “2026 Lumen Notes“) for its newly-issued 10.000% Tie Notes due 2032 (the “New Lumen Notes“) and sure money attention, as acceptable;
2. 4.000% Senior Tie Notes due 2027 (Unsecured) (the “2027 Lumen Notes“) for Pristine Lumen Notes;
3. 6.875% Debentures, Order G, due 2028 (the “2028 Lumen Notes“) for Pristine Lumen Notes; and
4. 4.500% Senior Notes due 2029 (the “2029 Lumen Notes” and, in conjunction with the 2026 Lumen Notes, the 2027 Lumen Notes and the 2028 Lumen Notes, the “Subject Lumen Notes“) for Pristine Lumen Notes.

Matter to the phrases and statuses of the Lumen Trade Deals, the utmost combination foremost quantity of the Pristine Lumen Notes that Lumen would possibly factor in trade for Matter Lumen Notes is not going to exceed $500,000,000 (the “Lumen Notes Cap“), and the utmost combination foremost quantity of the Pristine Lumen Notes that Lumen would possibly factor in trade for the 2029 Lumen Notes is not going to exceed $100,000,000 (the “New Notes Series Cap“). Please see desk units forth the acceptance precedence stage (“Acceptance Priority Level“) for each and every form of Matter Lumen Notes and the acceptable attention introduced for such form within the acceptable Lumen Trade Trade in. At the phrases additional described under, the Matter Lumen Notes shall be exchanged in response to the assigned Acceptance Precedence Ranges described within the desk under, with 1 being the best possible and four being the bottom.

Aside from as described in please see paragraph and topic to the Pristine Notes Order Cap, all Matter Lumen Notes validly tendered and now not validly withdrawn having the next Acceptance Precedence Stage shall be authorized for trade ahead of any Matter Lumen Notes tendered having a decrease Acceptance Precedence Stage shall be authorized for trade. As soon as all Matter Lumen Notes tendered in a undeniable Acceptance Precedence Stage were authorized for trade, Matter Lumen Notes from the later Acceptance Precedence Stage could also be authorized for trade. If the extra portion of the Lumen Notes Cap or the Pristine Notes Order Cap, as acceptable, is sufficient to switch some however now not the entire combination foremost quantity of Matter Lumen Notes tendered inside an Acceptance Precedence Stage, Matter Lumen Notes tendered for trade in that Acceptance Precedence Stage shall be authorized for trade on a professional rata foundation, in response to the combination foremost quantity of Matter Lumen Notes tendered with recognize to that Acceptance Precedence Stage and, in terms of the Lumen Notes Cap (however now not the Pristine Notes Order Cap), disagree Matter Lumen Notes with a decrease Acceptance Precedence Stage shall be authorized for trade.

However the foregoing and topic to the Pristine Notes Order Cap, all Matter Lumen Notes which might be validly tendered in a Lumen Trade Trade in at or previous to the Early Affectionate Month (as outlined under) can have precedence over Matter Lumen Notes which might be validly tendered nearest the Early Affectionate Month, despite the fact that such Matter Lumen Notes tendered nearest the Early Affectionate Month have the next Acceptance Precedence Stage than the Matter Lumen Notes tendered at or previous to the Early Affectionate Month and despite the fact that Lumen elects to forego an Early Agreement Presen (as outlined under). If the foremost quantity of Matter Lumen Notes validly tendered at or previous to the Early Affectionate Month constitutes a foremost quantity of Matter Lumen Notes that, if authorized for trade via Lumen, would lead to it issuing Pristine Lumen Notes having an combination foremost quantity equivalent to or in plethora of the Lumen Notes Cap, topic to the Pristine Notes Order Cap (as acceptable), Lumen is not going to settle for any Matter Lumen Notes tendered for trade nearest the Early Affectionate Month, without reference to the Acceptance Precedence Stage of such Matter Lumen Notes, except Lumen will increase the Lumen Notes Cap, or the Pristine Notes Order Cap (as acceptable), which it’s approved to do at any era in its sole discretion.

The Lumen Trade Deals are being made totally in response to, and are topic to the phrases and statuses poised forth in, Lumen’s providing memorandum, dated September 3, 2024 (the “Lumen Offering Memorandum“). 

The Pristine Lumen Notes shall be, topic to the receipt of the regulatory approvals described within the Lumen Providing Memorandum, tie via the similar collateral and assured via the similar entities that stock and word of honour Lumen’s remarkable superpriority senior tie notes. As well as, the restrictive covenants and occasions of default governing the Pristine Lumen Notes shall be considerably alike to these acceptable to Lumen’s remarkable superpriority tie notes, as additional described within the Lumen Providing Memorandum.

Stage 3 Trade Deals

Stage 3 is providing to switch (jointly, the “Level 3 Exchange Offers” and, in conjunction with the Lumen Trade Deals, the “Exchange Offers“) its remarkable:

1. 3.400% Senior Tie Notes due 2027 (Unsecured) (the “3.400% Level 3 Notes“) for its newly-issued 10.000% 2d Lien Notes due 2032 (the “New Level 3 Notes” and, in conjunction with the Pristine Lumen Notes, the “New Notes“);
2. 4.625% Senior Notes due 2027 (the “4.625% Level 3 Notes“) for Pristine Stage 3 Notes; and
3. 4.250% Senior Notes due 2028 (the “4.250% Level 3 Notes” and, in conjunction with the three.400% Stage 3 Notes and the 4.625% Stage 3 Notes, the “Subject Level 3 Notes” and, in conjunction with the Matter Lumen Notes, the “Subject Notes“) for Pristine Stage 3 Notes.

Matter to the phrases and statuses of the Stage 3 Trade Deals, the utmost combination foremost quantity of the Pristine Stage 3 Notes that Stage 3 would possibly factor in trade for Matter Stage 3 Notes is not going to exceed $350,000,000 (the “Level 3 Notes Cap“). Please see desk units forth the Acceptance Precedence Stage for each and every form of Matter Stage 3 Notes and the acceptable attention introduced for such form within the acceptable Stage 3 Trade Trade in. At the phrases additional described under, the Matter Stage 3 Notes shall be exchanged in response to the assigned Acceptance Precedence Ranges described within the desk under, with 1 being the best possible and three being the bottom.

Aside from as described in please see paragraph, all Matter Stage 3 Notes validly tendered and now not validly withdrawn having the next Acceptance Precedence Stage shall be authorized for trade ahead of any Matter Stage 3 Notes tendered having a decrease Acceptance Precedence Stage shall be authorized for trade. As soon as all Matter Stage 3 Notes tendered in a undeniable Acceptance Precedence Stage were authorized for trade, Matter Stage 3 Notes from the later Acceptance Precedence Stage could also be authorized for trade. If the extra portion of the Stage 3 Notes Cap is sufficient to switch some however now not the entire combination foremost quantity of Matter Stage 3 Notes tendered inside an Acceptance Precedence Stage, Matter Stage 3 Notes tendered for trade in that Acceptance Precedence Stage shall be authorized for trade on a professional rata foundation, in response to the combination foremost quantity of Matter Stage 3 Notes tendered with recognize to that Acceptance Precedence Stage and disagree Matter Stage 3 Notes with a decrease Acceptance Precedence Stage shall be authorized for trade.

However the foregoing, all Matter Stage 3 Notes which might be validly tendered in a Stage 3 Trade Trade in at or previous to the Early Affectionate Month can have precedence over Matter Stage 3 Notes which might be validly tendered nearest the Early Affectionate Month, despite the fact that such Matter Stage 3 Notes tendered nearest the Early Affectionate Month have the next Acceptance Precedence Stage than the Matter Stage 3 Notes tendered at or previous to the Early Affectionate Month and despite the fact that Stage 3 elects to forego an Early Agreement Presen. If the foremost quantity of Matter Stage 3 Notes validly tendered at or previous to the Early Affectionate Month constitutes a foremost quantity of Matter Stage 3 Notes that, if authorized for trade via Stage 3, would lead to it issuing Pristine Stage 3 Notes having an combination foremost quantity equivalent to or in plethora of the Stage 3 Notes Cap, Stage 3 is not going to settle for any Matter Stage 3 Notes tendered for trade nearest the Early Affectionate Month, without reference to the Acceptance Precedence Stage of such Matter Stage 3 Notes, except Stage 3 will increase the Stage 3 Notes Cap, which it’s approved to do at any era in its sole discretion.

The Stage 3 Trade Deals are being made totally in response to, and are topic to the phrases and statuses poised forth in, Stage 3’s providing memorandum, dated September 3, 2024 (the “Level 3 Offering Memorandum” and, in conjunction with the Lumen Providing Memorandum, the “Offering Memoranda” or, for my part, an “Offering Memorandum“).

The Pristine Stage 3 Notes shall be, topic to the receipt of the regulatory approvals described within the Stage 3 Providing Memorandum, tie via the similar collateral and assured via the similar entities that stock and word of honour Stage 3’s remarkable 2nd lien notes. As well as, the restrictive covenants and occasions of default governing the Pristine Stage 3 Notes shall be considerably alike to these acceptable to Stage 3’s remarkable 2nd lien notes, as additional described within the Stage 3 Providing Memorandum.

Expiration Month and Withdrawal Time limit

Matter to the phrases and statuses of the Providing Memoranda, each and every $1,000 of Matter Notes this is validly tendered and now not validly withdrawn at or previous to 5:00 P.M., Pristine York Town era, on September 16, 2024 (such occasion and era, as it can be prolonged via the acceptable Issuer, the “Early Tender Time“) or this is validly tendered nearest the Early Affectionate Month however at or previous to 5:00 P.M., Pristine York Town era, on October 1, 2024, except it’s prolonged or previous terminated via the acceptable Issuer (such occasion and era, as it can be prolonged via the acceptable Issuer, the “Expiration Time“) and that’s authorized via the acceptable Issuer, shall be entitled to obtain the honour proven within the acceptable desk above beneath the columns starting with “Early Exchange Consideration” and “Late Exchange Consideration,” respectively.

As well as, holders of Matter Notes shall be entitled to gathered however unpaid passion with recognize to such form of Matter Notes from the untouched acceptable passion cost occasion to, however apart from, the occasion on which such Matter Notes are exchanged for Pristine Notes (such occasion, the “Settlement Date“), topic to changes in positive restricted instances described within the acceptable Providing Memorandum.

The general Agreement Presen for each and every Trade Trade in is anticipated to be on or concerning the 3rd trade era following the Expiration Month, topic to all statuses to such Trade Trade in having been happy or waived via the acceptable Issuer.

Every Trade Trade in will expire on the Expiration Month. Matter Notes which might be tendered might not be withdrawn nearest 5:00 P.M., Pristine York Town era, on September 16, 2024 (such occasion and era with recognize to an Trade Trade in, as the similar could also be prolonged via the acceptable Issuer in its sole discretion, the “Withdrawal Deadline“).

Every Issuer would possibly elect, in its sole discretion, to govern any or the entire Trade Deals for any or the entire acceptable form of Matter Notes and factor the acceptable Pristine Notes with recognize to such Matter Notes validly tendered at or previous to the Early Affectionate Month (and now not validly withdrawn) at any era nearest the Early Affectionate Month and at or previous to the Expiration Month (the “Early Settlement Date“), topic to positive obstacles, together with the ones described within the later paragraph. Such Early Agreement Presen shall be motivated on the acceptable Issuer’s possibility and, if elected, could be anticipated to happen on or nearest September 24, 2024, topic to all statuses to the acceptable Trade Trade in having been happy or waived via the acceptable Issuer.

If an Issuer elects to agenda an Early Agreement Presen for any of the acceptable Lumen Trade Deals or Stage 3 Trade Deals, such Issuer can even agenda the similar Early Agreement Presen for the alternative acceptable Lumen Trade Deals or Stage 3 Trade Deals, respectively, that stay pending. If an Issuer schedules a Ultimate Agreement Presen for any of the acceptable Lumen Trade Deals or Stage 3 Trade Deals, such Issuer will agenda the similar Ultimate Agreement Presen for the alternative acceptable Lumen Trade Deals or Stage 3 Trade Deals, respectively, that stay pending. The scheduling of an Early Agreement Presen or Ultimate Agreement Presen for the Lumen Trade Deals is not going to require the scheduling of an Early Agreement Presen or Ultimate Agreement Presen for the Stage 3 Trade Deals, and the scheduling of an Early Agreement Presen or Ultimate Agreement Presen for the Stage 3 Trade Deals is not going to require the scheduling of an Early Agreement Presen or Ultimate Agreement Presen for the Lumen Trade Deals.

Lumen would possibly amend, lengthen, stop or extract any or the entire Lumen Trade Deals (together with via editing the volume of the Lumen Notes Cap or Pristine Notes Order Cap), and Stage 3 would possibly amend, lengthen, stop or extract any or the entire Stage 3 Trade Deals (together with via editing the volume of the Stage 3 Notes Cap), in each and every case, (i) of their sole discretion with out extending the acceptable Withdrawal Time limit or amending the withdrawal rights of any acceptable Eligible Holder (as outlined under), and (ii) without reference to whether or not any alternative Trade Trade in is amended, prolonged, terminated or withdrawn.

Situations to Trade Deals

Every Trade Trade in is conditioned at the pride or waiver of positive statuses, as described within the acceptable Providing Memorandum.

The Trade Deals don’t seem to be conditioned upon any minimal quantity of Matter Notes being tendered. Every Trade Trade in is being made independently of the alternative Trade Deals and isn’t conditioned upon the of entirety of any of the alternative Trade Deals. Neither the consummation of the Lumen Trade Deals nor the consummation of the Stage 3 Trade Deals are conditioned upon consummation of the alternative.

Eligible Holders

The Trade Deals will simplest be made, and the Pristine Notes are simplest being introduced and can simplest be issued, to Eligible Holders of Matter Notes. An Eligible Holder of Matter Notes is a really helpful proprietor of Matter Notes that (i) makes the certifications within the eligibility certification that this is a (a) “qualified institutional buyer” (as outlined in Rule 144A beneath the Securities Employment of 1933, as amended (the “Securities Act“)) or (b) non-U.S. individual out of doors america (as outlined in Rule 902 beneath the Securities Employment) who’s a “non-U.S. qualified offeree” (as outlined within the eligibility letter described within the acceptable Providing Memorandum), would now not be obtaining Pristine Notes and any money attention (as acceptable) for the account or good thing about a U.S. individual and could be collaborating in any transaction in response to Law S beneath the Securities Employment, or (ii) in terms of Canadian citizens, additionally makes the certifications within the Canadian certification that it’s (a) an “accredited investor” as outlined in category 73.3(1) of the Securities Employment (Ontario), or Nationwide Device 45-106 – Prospectus Exemptions, as acceptable, and (b) a “permitted client” as outlined in Nationwide Device 31-103 – Registration Necessities, Exemptions and Ongoing Registrant Duties.  

Holders who want to acquire and whole an eligibility letter must both (i) talk over with the web site for this goal at https://www.gbsc-usa.com/eligibility/lumen for the Lumen Trade Deals or https://www.gbsc-usa.com/eligibility/level3 for the Stage 3 Trade Deals, or (ii) name International Bondholder Products and services Company, the Trade and Knowledge Agent for the Trade Deals, at (855) 654-2014 (toll-free) or (212) 430-3774 (bundle for banks and agents).

Refuse Registration

The Pristine Notes and the providing thereof have now not been registered beneath the Securities Employment or any climate or overseas securities rules, and might not be introduced or offered in america or to any U.S. individuals excluding pursuant to an exemption from, or in a transaction now not topic to, the registration necessities of the Securities Employment and acceptable climate securities rules. Holders of Pristine Notes might not be granted any registration rights. Traders must remember that they could also be required to undergo the monetary dangers of this funding for an indefinite length of era.

Every Issuer is making its respective Trade Deals only thru and pursuant to the phrases of the acceptable Providing Memorandum. None of Lumen, Stage 3, the broker managers for the Trade Deals, any associate of any of them, or any alternative individual makes any advice as as to whether Eligible Holders must gentle or chorus from tendering any or all portion of the foremost quantity of such holder’s Matter Notes for Pristine Notes within the Trade Deals. Eligible Holders will have to put together their very own free analysis of the monetary deserves of the acceptable Trade Trade in and the guidelines integrated within the acceptable Providing Memorandum. In investing resolution, Eligible Holders will have to depend on their very own free exam of the price of the acceptable Matter Notes and the acceptable Pristine Notes, the issuer of such Pristine Notes, and the phrases of the acceptable Trade Trade in and Pristine Notes, together with the deserves and dangers concerned with exchanging Matter Notes for Pristine Notes and money attention (as acceptable).

This press let go does now not represent (i) an trade in to promote, or a solicitation of an trade in to shop for, the Pristine Notes, (ii) an trade in to shop for, or a solicitation of an trade in to promote, the Matter Notes, or (iii) a solicitation to take part within the Trade Deals, which can be being made totally in response to the Providing Memoranda. The Providing Memoranda don’t represent an trade in of the Pristine Notes, or a solicitation to take part within the Trade Deals, to anyone in any jurisdiction by which it could be illegal to put together such trade in or solicitation or the Trade Deals beneath acceptable securities or blue sky rules.

About Lumen Applied sciences

Lumen connects the arena. We’re igniting trade enlargement via connecting society, information, and packages – temporarily, securely, and easily. The whole thing we do at Lumen takes benefit of our community power. From metro connectivity to long-haul information delivery to our edge cloud, safety, and controlled carrier functions, we meet our shoppers’ wishes nowadays and as they assemble for day after today.

Ahead-Taking a look Statements

Aside from for ancient and factual knowledge, the issues poised forth on this let go and alternative oral or written statements of the Issuers recognized via phrases comparable to “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” “will,” and alike expressions are forward-looking statements as outlined via the federal securities rules, and are topic to the “safe harbor” protections thereunder. Those forward-looking statements don’t seem to be promises of year effects and are in response to flow expectancies simplest, are inherently speculative, and are topic to plenty of guesses, dangers, and uncertainties, a lot of which can be past the keep watch over of the Issuers. Fresh occasions and effects would possibly range materially from the ones expected, estimated, projected, or implied via the Issuers in the ones statements if a number of of those dangers or uncertainties materialize, or if underlying guesses turn out unsuitable. Elements that might impact unedited effects come with however don’t seem to be restricted to: the facility of the Issuers to consummate the Trade Deals; the likelihood that the Eligible Holders might not be receptive to the Trade Deals; company tendencies that might preclude, impair, or prolong the aforementioned transactions because of restrictions beneath the federal securities rules; adjustments within the credit score scores of the Issuers; adjustments within the money necessities, monetary place, financing plans, or funding plans of the Issuers; adjustments generally marketplace, financial, tax, regulatory, or trade statuses; and alternative dangers referenced from era to era in filings with the U.S. Securities and Trade Fee of Lumen or Stage 3 Dad or mum, LLC. You might be cautioned to not unduly depend upon any forward-looking statements of the Issuers, which discuss simplest as of the occasion made. The Issuers adopt disagree legal responsibility to publicly replace or revise any forward-looking statements for any explanation why, whether or not on account of unused knowledge, year occasions or tendencies, modified instances, or in a different way. Moreover, any details about the intentions of the Issuers contained in any forward-looking statements displays the intentions of such corporations as of the occasion of such forward-looking observation, and is based totally upon, amongst alternative issues, present regulatory, technological, trade, aggressive, financial, and marketplace statuses, and their guesses, as of such occasion. Both Issuer would possibly trade its intentions, methods, or plans (together with its capital allocation plans) at any era and with out understand, based totally upon any adjustments in such components, in its guesses or in a different way.

SOURCE Lumen Applied sciences

SOURCE Lumen Applied sciences