Subject to the terms and conditions of the Offers, all Notes validly tendered (and not validly withdrawn) and accepted for purchase by the applicable Offeror pursuant to the Offers will receive the applicable tender consideration set forth in the table above, plus accrued and unpaid interest on such Notes from the applicable last interest payment date with respect to those Notes to, but not including, the Settlement Date (as defined below) (“Accrued Interest”).
The consummation of each Offer is not conditioned upon any minimum amount of Notes being tendered or the consummation of any other Offer. However, the Offers are subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including, among other things, completion of the Company’s previously-announced divestiture of its facilities-based incumbent local exchange business conducted within 20 primarily Midwestern and Southeastern states to Connect Holding LLC (doing business as “Brightspeed”), an affiliate of funds advised by Apollo Global Management, Inc. (the “Divestiture Condition”).
Provided that the conditions to the Offers have been satisfied or waived, and assuming acceptance for purchase by the applicable Offeror of Notes validly tendered (and not validly withdrawn) pursuant to the Offers, payment for Notes validly tendered at or prior to the Expiration Time will be made on the settlement date (the “Settlement Date”), which is expected to occur on October 3, 2022, assuming the conditions to the Offers, including the Divestiture Condition, have been either satisfied or waived by the Company. The Divestiture Condition is expected to be satisfied on October 3, 2022, which may affect the Settlement Date. Any Notes tendered using the Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased by the applicable Offeror on October 5, 2022.
Each of the Offers may be amended, extended or, subject to certain conditions and applicable law, terminated by the applicable Offeror at any time in its sole discretion.
Concurrently with the commencement of the Offers, (i) Embarq Florida intends to issue notices to redeem any of its 7.125% Senior Notes due 2023 (the “2023 Notes”) and 8.375% Senior Notes due 2025 (the “2025 Notes” and, together with the 2023 Notes, the “Embarq Florida Notes”) that remain outstanding as of the redemption date at par, plus accrued and unpaid interest, and (ii) Lumen intends to issue notices to redeem, subject to the Divestiture Condition, any of its 6.750% Senior Notes, Series W, due 2023 (the “Series W Notes”) and 7.500% Senior Notes, Series Y, due 2024 (the “Series Y Notes”) that remain outstanding as of the redemption date at a redemption price equal to the greater of par or par plus the “make-whole” premium set forth in the terms of such Notes, plus accrued and unpaid interest.
BofA Securities, Inc., Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Citizens Capital Markets, Inc., Fifth Third Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Regions Securities LLC, TD Securities (USA) LLC and Deutsche Bank Securities Inc. are acting as dealer managers for the Offers. Questions and requests for assistance regarding the terms of the Offers should be directed to BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 388-3646 (collect), Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect).
Any questions regarding procedures for tendering Notes, including the guaranteed delivery procedures, or request for copies of the Offer to Purchase, may be directed to the tender and information agent, Global Bondholder Services Corporation, at (212) 430-3774 (for banks and brokers only) or (855) 654-2014 (toll-free) (for all others) or contact@gbsc-usa.com. A copy of the Offer to Purchase and other relevant documents are also available at the following website: https://www.gbsc-usa.com/lumen.
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