As previously reported in its Current Report on Form 8-K dated October 31, 2023, on October 31, 2023, Lumen Technologies, Inc. (the “Company”) entered into a Transaction Support Agreement (the “Transaction Support Agreement”) with Level 3 Financing, Inc. (“Level 3”), Qwest Corporation, and certain holders of the debt of the Company and Level 3. On December 20, 2023, the Company accepted the offer of the Majority Consenting Parties (as defined in the Transaction Support Agreement) to extend the outside date for completion of the transactions contemplated by the Transaction Support Agreement (the “TSA Transactions”) to January 31, 2024. All other terms, agreements, rights and conditions of the Transaction Support Agreement remain unwaived and unchanged and continue in full force and effect. The consummation of the TSA Transactions remains subject to the satisfaction of various closing conditions.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this Current Report on Form 8-K is not an offer of securities for sale into the United States or any other jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K that are not strictly historical may be “forward-looking” statements within the meaning of the federal securities laws, and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things, our ability to generate sufficient cash to reduce our indebtedness; debt covenant restrictions or otherwise; our ability to meet the terms and conditions of our debt obligations and covenants, including our ability to make transfers of cash in compliance therewith; and the impact of any purported notice of default or notice of acceleration arising from alleged breach of covenants under our credit documents. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the SEC, including the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our subsequent reports on Form 10-Q and Form 8-K, the contents of which are not incorporated by reference into, nor do they form part of, this Form 8-K.
You are cautioned not to unduly rely upon the Company’s forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise. Furthermore, any information about the Company’s intentions contained in any of the Company’s forward-looking statements reflects the Company’s intentions as of the date of such forward-looking statement, and is based upon, among other things, regulatory, technological, industry, competitive, economic and market conditions, and the Company’s related assumptions, as of such date. The Company may change its intentions, strategies or plans without notice at any time and for any reason.
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