Current Report Filing (8-k)

false00000189260000068622true 0000018926 2020-10-23 2020-10-23 0000018926 ctl:QwestCorporationMember 2020-10-23 2020-10-23 0000018926 us-gaap:CommonStockMember 2020-10-23 2020-10-23 0000018926 us-gaap:PreferredStockMember 2020-10-23 2020-10-23 0000018926 ctl:SixPointOneTwoFivePercentNotesDueTwoThousandFiftyThreeMember 2020-10-23 2020-10-23 0000018926 ctl:SixPointSixTwoFivePercentNotesDueTwoThousandFiftyFiveMember 2020-10-23 2020-10-23 0000018926 ctl:SevenPointZeroZeroPercentNotesDueTwoThousandFiftySixMember 2020-10-23 2020-10-23 0000018926 ctl:SixPointFivePercentNotesDueTwoThousandFiftySixMember 2020-10-23 2020-10-23 0000018926 ctl:SixPointSevenFivePercentNotesDueTwoThousandFiftySevenMember 2020-10-23 2020-10-23

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM

8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2020

 

 

CenturyLink, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Louisiana		001-7784		72-0651161
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

100 CenturyLink Drive Monroe, Louisiana		71203
(Address of registrants’ principal executive offices)		(Zip Code)

 

 

Qwest Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Colorado		001-03040		84-0273800
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

100 CenturyLink Drive Monroe, Louisiana		80021
(Address of registrant’s principal executive offices)		(Zip Code)

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant		Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
CenturyLink, Inc.		Common Stock, par value $1.00 per share		LUMN		New York Stock Exchange
CenturyLink, Inc.		Preferred Stock Purchase Rights		N/A		New York Stock Exchange
Qwest Corporation		6.125% Notes Due 2053		CTY		New York Stock Exchange
Qwest Corporation		6.625% Notes Due 2055		CTZ		New York Stock Exchange
Qwest Corporation		7.00% Notes Due 2056		CTAA		New York Stock Exchange
Qwest Corporation		6.5% Notes Due 2056		CTBB		New York Stock Exchange
Qwest Corporation		6.75% Notes Due 2057		CTDD		New York Stock Exchange

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.  ☐

 

 

 

---

Item 8.01

Other Events.

On October 23, 2020, Qwest Corporation (“Qwest”) borrowed $215 million under an amended and restated variable-rate term loan with CoBank ACB, and used a portion of the net proceeds therefrom to pay off its previous $100 million term loan with CoBank ACB incurred in 2015. The amended and restated term loan will mature on October 23, 2027, and includes covenants, default provisions and other terms substantially similar to those contained in the prior credit agreement with CoBank ACB, including the same debt to EBITDA (as defined in such agreement) financial maintenance covenant contained in the prior credit agreement.

On October 26, 2020, Lumen Technologies* issued a press release announcing Qwest’s completion of this refinancing transaction, together with the completion on October 26, 2020 of its previously-announced redemption of $160 million principal amount of Qwest’s 6.625% Notes due 2055 at par plus accrued interest to, but excluding, the redemption date. 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.

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 Exhibit 99.1. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

 

*	The Lumen brand was launched on September 14, 2020. As a result, CenturyLink, Inc. is referred to as Lumen Technologies, or simply Lumen. The legal name CenturyLink, Inc. is expected to be formally changed to Lumen Technologies, Inc. upon satisfying all applicable legal requirements.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit No.		Description
99.1		Press Release dated October 26, 2020.
104		Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

 

1

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc. and Qwest Corporation have duly caused this Current Report to be signed on their behalf by the undersigned officer hereunto duly authorized.

 

CENTURYLINK, INC.
By:		/s/ Eric J. Mortensen
		Eric J. Mortensen
		Senior Vice President and Controller
QWEST CORPORATION
By:		/s/ Eric J. Mortensen
		Eric J. Mortensen
		Senior Vice President and Controller

Dated: October 26, 2020