Lumen Technologies comprehensive debt recapitalization transaction

Davis Polk advised an ad hoc group of noteholders and term loan lenders to Lumen Technologies, Inc. and Level 3 Financing, Inc. (collectively, “Lumen”) on a comprehensive debt recapitalization transaction of over $12.5 billion of outstanding indebtedness, representing roughly 70% of Lumen’s capital structure. The transaction entailed, among other things: (i) the incurrence by Level 3 of $1.325 billion in new money senior secured first-lien notes; (ii) exchanges of (a) existing Level 3 3.400% senior secured notes into new Level 3 10.500% first-lien notes; (b) existing Level 3 3.875% senior secured notes into new Level 3 10.750% first-lien notes; (c) certain existing Level 3 senior unsecured notes into new Level 3 second-lien notes and (d) existing Lumen Tech 4.000% senior secured notes into new Lumen Tech 4.125% superpriority notes; (iii) the exchange of existing Level 3 term B loans into new superpriority Level 3 term B loans; (iv) the exchange of existing Lumen Tech term B loans into new superpriority Term B loans; (v) the partial paydown of existing Lumen Tech Term A loans and exchange into new superpriority Term A loans; (vi) the issuance of a new $1 billion superpriority revolving credit facility at Lumen Tech and (vii) the extension of maturities and covenant modifications to certain existing debt.

Lumen is a facilities-based technology and communications company that provides a broad array of integrated products and services to its domestic and global business customers and its domestic mass markets customers. Lumen operates one of the world’s most interconnected networks. Lumen’s platform empowers its customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access and reduce costs, which allows its customers to rapidly evolve their IT programs to address dynamic changes.

The Davis Polk restructuring team included partners Damian S. Schaible and Adam L. Shpeen, counsel Robert (Bodie) Stewart and Jon Finelli and associates Stephen Ford, Mariya Dekhtyar, Ethan Stern and Kevin L. Winiarski. The finance team included associate Timothy H. Oyen. The capital markets team included partner Stephen A. Byeff and associates Moses Farzan Nekou and Chad Howard. The litigation team included partner Elliot Moskowitz. The tax team included partner Lucy W. Farr and counsel Tracy L. Matlock. All members of the Davis Polk team are based in the New York office.