Current Report Filing (8-k)
August 10 2020 - 6:13AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 7, 2020
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
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(Address of registrants’ principal executive offices)
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
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(Address of registrant’s principal executive offices)
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
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(Address of registrant’s principal executive offices)
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Registrants’ telephone number, including area code: (318) 388-9000
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, par value $1.00 per share
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Preferred Stock Purchase Rights
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On August 7, 2020, CenturyLink, Inc. issued a press release announcing that its indirect wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), planned to offer $840 million aggregate principal amount of fixed-rate senior unsecured notes in a proposed private offering that would not be registered under the Securities Act of 1933, the net proceeds of which are intended to be used, together with cash on hand, for general corporate purposes, including, without limitation, to redeem all $140 million aggregate principal amount of Level 3 Financing’s outstanding 5.625% Senior Notes due 2023 and all $700 million aggregate principal amount of Level 3 Financing’s outstanding 5.125% Senior Notes due 2023. That press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full.
On August 7, 2020, CenturyLink, Inc. issued a subsequent press release announcing (i) Level 3 Financing’s agreement to sell $840 million aggregate principal amount of its 3.625% Senior Notes due 2029 in a private offering that will not be registered under the Securities Act of 1933 and (ii) that its indirect wholly-owned subsidiary, Qwest Corporation, completed its previously-announced redemption of the remaining $300 million aggregate principal amount of its outstanding 6.875% Notes due 2054 (the “Qwest Notes”). That press release is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference as if set forth in full.
This Current Report on Form 8-K does not constitute a notice of redemption with respect to any of Level 3 Financing’s outstanding senior notes.
Forward-Looking Statements
Except for historical and factual information, the matters set forth in this Current Report on Form
8-K
identified by words such as “will,” “should,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to various uncertainties. Actual events and results may differ materially from those anticipated by us in those statements for several reasons, including those discussed in Exhibits 99.1 and 99.2. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
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Financial Statements and Exhibits.
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Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).
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Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc., Level 3 Parent, LLC and Qwest Corporation have duly caused this Current Report to be signed on their behalf by the undersigned officer hereunto duly authorized.
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Senior Vice President and Controller
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Senior Vice President – Controller
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Senior Vice President – Controller
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