DENVER, Nov. 26, 2024 /PRNewswire/ — Lumen Applied sciences, Inc. (NYSE: LUMN) (the “Company” or “Lumen“) introduced lately the expiration and result of the money affectionate offer (the “Amended Offers“) of Lumen and its oblique, wholly-owned subsidiary Stage 3 Financing, Inc. (“Level 3” and, at the side of Lumen, the “Offerors” and every, an “Offeror“) to buy any and all in their respective remarkable senior unsecured notes maturing in 2028 known within the desk beneath (jointly, the “2028 Notes“) pursuant to the phrases and topic to the situations poised forth in an Deal to Acquire, dated November 12, 2024, as amended through the Corporate’s press reduce dated November 19, 2024 (jointly, as so amended, the “Offer to Purchase“). The Amended Offer expired at 5:00 p.m., Fresh York Town era, on November 25, 2024 (such pace and era, the “2028 Notes Expiration Time“). Withdrawal rights for the Amended Offer additionally expired on the 2028 Notes Expiration Occasion.
The desk beneath units forth the combination primary quantity of every sequence of 2028 Notes that had been validly tendered and no longer validly withdrawn at or previous to the 2028 Notes Expiration Occasion, in line with data gained from the affectionate and knowledge agent for the Amended Offer.
|
(a) Issuer and Offeror |
(b) Identify of Notes |
(c) CUSIP Numbers(1) |
(d) Mixture |
(e) Quantity |
(f) Mixture Major Quantity of Notes Tendered and Anticipated to be Authorised |
(g) Amended Affectionate Attention(2) |
|
Lumen Applied sciences, Inc. |
6.875% Debentures, Form G, |
156686 AM9 |
$161,817,000 |
14.89 % |
$24,094,000 |
$947.50 |
|
Stage 3 Financing, Inc. |
4.250% Senior Notes due 2028 |
527298 BR3 / |
$488,098,000 |
56.41 % |
$275,334,000 |
$890.00 |
|
(1) |
Deny illustration is made as to the correctness or accuracy of the CUSIP numbers indexed in column (c) of the desk above. They’re supplied only for comfort. |
|||||||
|
(2) |
In step with $1,000 primary quantity of 2028 Notes validly tendered (and no longer validly withdrawn) and authorized for acquire through the acceptable Offeror. Excludes amassed and unpaid passion on such 2028 Notes, which can be paid at the phrases and situations poised forth within the Deal to Acquire with appreciate to the 2028 Notes authorized for acquire through the acceptable Offeror as described beneath. |
|||||||
Topic to the pride or waiver of the situations to the Amended Offer, previous to the alike of commercial on November 26, 2024 (such pace, the “Extended Settlement Date“) the acceptable Offerors be expecting to just accept for acquire, and be expecting to pay for, all 2028 Notes validly tendered (and no longer validly withdrawn) at or previous to the 2028 Notes Expiration Occasion (as summarized in column (f) of the desk above).
Individuals with questions in regards to the Amended Offer must touch the govern broker supervisor for the Amended Offer, Citigroup International Markets Inc., through phone at (800) 558-3745 (toll-free) or at (212) 723-6106 (pack). International Bondholder Products and services Company is the affectionate and knowledge agent for the Amended Offer, and is also reached through phone at (212) 430-3774 (for banks and agents most effective) or (855) 654-2014 (toll-free) (for all others), through electronic mail at [email protected] or at refer to internet deal with: https://gbsc-usa.com/lumen-level3.
The Amended Offer are being made exclusively pursuant to the phrases and situations contained within the Deal to Acquire. This press reduce is neither an deal to buy nor a solicitation of an deal to promote any 2028 Notes. The Amended Offer aren’t being made to holders of 2028 Notes in any jurisdiction by which the making or acceptance thereof would no longer be in compliance with the securities, blue sky or alternative rules of such jurisdiction. In any jurisdiction by which the Amended Offer are required to be made through a certified dealer or broker, the Amended Offer can be deemed to be made in the name of the acceptable Offeror through the acceptable broker supervisor, or a number of registered agents or sellers which might be approved beneath the rules of such jurisdiction.
About Lumen Applied sciences
Lumen is unleashing the arena’s virtual possible. We ignite industry enlargement through connecting crowd, knowledge, and programs – briefly, securely, and easily. Because the depended on community for AI, Lumen makes use of the dimensions of our community to aid firms notice AI’s complete possible. From metro connectivity to long-haul knowledge shipping to our edge cloud, safety, controlled provider, and virtual platform features, we meet our consumers’ wishes lately and as they form for the following day.
Ahead Taking a look Statements
With the exception of for ancient and factual data, the issues poised forth on this reduce and alternative oral or written statements of the Offerors known through phrases equivalent to “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” “will,” and indistinguishable expressions are forward-looking statements as outlined through the federal securities rules, and are topic to the “safe harbor” protections thereunder. Those forward-looking statements aren’t promises of era effects and are in response to wave expectancies most effective, are inherently speculative, and are topic to quite a lot of suppositions, dangers, and uncertainties, a lot of that are past the keep an eye on of the Offerors. Fresh occasions and effects might vary materially from the ones expected, estimated, projected, or implied through the Offerors in the ones statements if a number of of those dangers or uncertainties materialize, or if underlying suppositions turn out wrong. Components that would have an effect on latest effects come with however aren’t restricted to: the pride or waiver through the acceptable Offeror of all situations to the Amended Offer; the power of the acceptable Offeror to consummate the Amended Offer; company trends that would preclude, impair or extend the consummation of the Amended Offer because of restrictions beneath the federal securities rules; adjustments within the credit score scores of the acceptable Offeror; adjustments within the money necessities, monetary place, financing plans or funding plans of the acceptable Offeror; adjustments typically marketplace, financial, tax, regulatory or trade situations; and alternative dangers referenced from era to era within the filings of Lumen and Stage 3 Dad or mum, LLC with the U.S. Securities and Trade Fee (“SEC“). For all of the causes poised forth above and within the SEC filings of Lumen and Stage 3 Dad or mum, LLC, you might be cautioned to not unduly depend upon any forward-looking statements, which talk most effective as of the pace made. The Offerors adopt disagree legal responsibility to publicly replace or revise any forward-looking statements for any explanation why, whether or not because of unutilized data, era occasions or trends, modified instances, or another way. Moreover, any details about the acceptable Offeror’s intentions contained in any forward-looking statements displays such Offeror’s intentions as of the pace of such forward-looking remark, and is primarily based upon, amongst alternative issues, current regulatory, technological, trade, aggressive, financial, and marketplace situations, and their suppositions, as of such pace. Both Offeror might exchange its intentions, methods, or plans (together with its plans expressed herein) at any era and with out realize, primarily based upon any adjustments in such elements, in its suppositions or another way.
SOURCE Lumen Applied sciences
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