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):

August 19, 2022

 

 

Lumen Technologies, 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 principal executive offices)		(Zip Code)

(318) 388-9000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of any 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:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $1.00 per share		LUMN		New York Stock Exchange
Preferred Stock Purchase Rights		N/A		New York Stock Exchange

Indicate by check mark whether any registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01

Other Events.

On August 19, 2022, the Federal Communications Commission approved our previously-announced plan to divest our facilities-based incumbent local exchange carrier business primarily conducted within 20 Midwestern and Southeastern states. Subject to the satisfaction of the remaining customary closing conditions, we anticipate closing this divestiture early in the fourth quarter of 2022.

Additional information about this pending transaction is contained in the joint press release issued on August 22, 2022. That press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Forward Looking Statements

Except for historical and factual information, the matters set forth in this Current Report on Form 8-K and other of the parties’ oral or written statements regarding the timing and impact of the proposed transaction, and other statements identified by words such as “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions, are forward-looking statements. These forward-looking statements are not guarantees of future results and are based on current expectations only, are inherently speculative, and are subject to a number of assumptions, risks and uncertainties, many of which are beyond the parties’ control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by those statements if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: the possibility that the purchaser will not be able to finance its purchase on the terms contemplated or at all; the possibility that the conditions to the parties’ respective closing obligations will not be met or waived in a timely manner or at all; the possibility that the anticipated benefits from the transaction will not be realized in the manner contemplated; changes in general market, economic, tax, regulatory or industry conditions; and other risk factors and cautionary statements as detailed from time to time in the parties’ reports filed with the U.S. Securities and Exchange Commission. There can be no assurance that the above-described transactions will in fact be consummated in the manner described or at all. You should be aware that new factors may emerge from time to time and it is not possible for us to identify all such factors nor can we predict the impact of each such factor on the proposed transactions. You should not place undue reliance on these forward looking statements, which speak only as of the date of this Current Report on Form 8-K. Unless legally required, the parties undertake no obligation and expressly disclaim any such obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01

Financial Statements and Exhibits

(d) The following exhibits are furnished with this Current Report on Form 8-K:

 

Exhibit     No.		Description
99.1		Press Release dated August 22, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned officer hereunto duly authorized.

 

				LUMEN TECHNOLOGIES, INC.
Dated: August 22, 2022				By:		/s/ Stacey W. Goff
						Stacey W. Goff
						Executive Vice President, General Counsel and Secretary