Level 3 Financing, Inc.
ELIGIBILITY LETTER
CONFIDENTIAL
Level 3 Financing, Inc.
Offers to Exchange Outstanding Senior Unsecured Notes Issued by Lumen Technologies, Inc. for the 10.500% Senior Secured Notes due 2030 of Level 3 Financing, Inc. Guaranteed by Level 3 Parent, LLC
Title of Lumen Notes | CUSIP Number(s) |
5.625% Senior Notes, Series X, due 2025 | 156700AZ9 |
7.200% Senior Notes, Series D, due 2025 | 156686AJ6 |
5.125% Senior Notes due 2026 | 156700BB1, U1566PAB1 |
6.875% Debentures, Series G, due 2028 | 156686AM9 |
5.375% Senior Notes due 2029 | 550241AA1, U54985AA1 |
4.500% Senior Notes due 2029 | 156700BD7, U1566PAD7 |
7.600% Senior Notes, Series P, due 2039 | 156700AM8 |
7.650% Senior Notes, Series U, due 2042 | 156700AT3 |
March 16, 2023
Level 3 Financing, Inc. (the “
Issuer”) is offering to issue up to $1,100,000,000 principal amount of its new 10.500% Senior Secured Notes due 2030 (the “
New Notes”) in exchange for validly tendered (and not validly withdrawn) outstanding unsecured senior notes held by Eligible Holders (as defined herein) issued by Lumen Technologies, Inc. (“
Lumen”) listed in the table above (the “
Lumen Notes”) on the terms and subject to the conditions set forth in the Offering Memorandum dated March 16, 2023.
If you are a beneficial owner (or a person who intends to become a beneficial owner prior to the expiration date of the offers) of the Lumen Notes, or an authorized representative acting on behalf of such a beneficial owner (or a person who intends to become a beneficial owner prior to the expiration date of the offers), that is an “Eligible Holder” (as defined below) and wish to review detailed information relating to our Exchange Offers, please complete the attached Eligibility Certification and return it to Global Bondholder Services Corporation as instructed below, or if completing online at
Eligibility, follow the instructions. If you are a beneficial owner (or a person who intends to become a beneficial owner prior to the expiration date of the offers) of Lumen Notes that is not an Eligible Holder, you may not participate in the Exchange Offers and you should not complete the attached Eligibility Certification.
An “
Eligible Holder” is a beneficial owner (or a person who intends to become a beneficial owner prior to the expiration date of the offers) that certifies that it is a (a) “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “
Securities Act”)) or (b) non-U.S. person outside the United States (as defined in Rule 902 under the Securities Act) who is a “non-U.S. qualified offeree”, would not be acquiring for the account or benefit of a U.S. person, would be participating in any transaction in accordance with Regulation S. The definitions of “qualified institutional buyer”, “U.S. person” and “non-U.S. qualified offeree” are set forth in
Annex A which is expressly made a part hereof. Additional eligibility criteria may apply to holders located in certain other jurisdictions. If you are an Eligible Holder resident in Canada, you are required to also complete, sign and submit a Canadian Certification Form that can be obtained from Global Bondholder Services Corporation.
Please submit your Eligibility Certification and, if applicable, Canadian Certification Form, as soon as possible in order to allow sufficient time for you to review the Offering Memorandum and participate in the Exchange Offers.
This letter is neither an offer nor a solicitation of an offer with respect to the Lumen Notes or the New Notes nor does this letter create any obligation whatsoever on the part of Lumen, the Issuer or any other person to make any offer to the recipient hereof or on the part of the recipient to participate if an offer is made. If and when issued, the New Notes will not be and have not been registered under the Securities Act or any state securities laws. The New Notes may not be offered or sold in the United States or to or for the benefit of any U.S. persons absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
RESPONSES MUST BE RECEIVED NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON APRIL 13, 2023. COMPLETED FORMS MUST BE FAXED OR EMAILED TO THE ATTENTION OF Global Bondholder Services Corporation AT (212) 430-3775 (FAX) OR
[email protected] (EMAIL). You may direct any questions to Global Bondholder Services Corporation at the following telephone numbers: (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers).