Lumen Technologies Launches $750M Senior Notes Offering to Buy Back Existing Debt

Lumen Technologies, Inc. ("Lumen," "us," "we" or "our") (NYSE:LUMN) today announced that its wholly-owned subsidiary, Level 3 Financing, Inc. ("Level 3 Financing"), plans to offer $750 million aggregate principal amount of its Senior Notes due 2036 (the "Notes") and commence concurrent cash tender offers (the "Tender Offers" and each, a "Tender Offer") to purchase the outstanding notes described below.

Level 3 Financing intends to use the net proceeds from this offering, together with, if necessary, cash on hand or other available liquidity, to purchase its Existing Second Lien Notes (as defined below) pursuant to the Tender Offers and to pay related fees and expenses. To the extent not applied to purchase the Existing Second Lien Notes in the Tender Offers and to pay related fees and expenses, Level 3 Financing intends to use the net proceeds for general corporate purposes.

The Existing Second Lien Notes to be purchased in the Tender Offers, listed in the order of priority, are Level 3 Financing's (1) 4.000% Second Lien Notes due 2031, (2) 3.875% Second Lien Notes due 2030, (3) 4.500% Second Lien Notes due 2030, and (4) 4.875% Second Lien Notes due 2029 (collectively, the "Existing Second Lien Notes") up to an aggregate purchase price, excluding accrued and unpaid interest ("Accrued Interest"), of $1.0 billion (the "Aggregate Purchase Price"). Level 3 Financing may, but is under no obligation to, increase the Aggregate Purchase Price (including based on the proceeds it receives from the sale of the Notes).

In connection with the Tender Offers, Level 3 Financing also intends to commence the solicitation of consents (the "Consent Solicitations") to amend the indentures governing each series of Existing Second Lien Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and release all of the collateral securing the obligations of Level 3 Financing and the guarantors under the applicable indenture governing such series of Existing Second Lien Notes. Consents will not become operative with respect to any series of the Existing Second Lien Notes if the acceptance of such series is prorated in the applicable Tender Offer.

The terms and conditions of the Tender Offers and Consent Solicitations are described in a separate Offer to Purchase and Solicitation of Consents dated Dec. 8, 2025 (the "Statement"). The Tender Offers and Consent Solicitations will expire at 5 p.m. EST on Jan. 7, 2026 (the "Expiration Date"), unless extended, earlier expired or terminated. Holders of the Existing Second Lien Notes must validly tender and not validly withdraw their Existing Second Lien Notes (which valid tender constitutes the valid delivery of consents in the Consent Solicitation with respect to such Existing Second Lien Notes) at or prior to 5 p.m. EST on Dec. 19, 2025 (the "Early Tender Deadline") in order to be eligible to receive the applicable Total Consideration, which includes the applicable Early Tender Premium, as set forth in the table below. Holders who validly tender their Existing Second Lien Notes after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the applicable tender consideration.