Lumen Technologies Inc美股招股说明书(2026-05-22版)

Offers to ExchangeAll Outstanding Notes of the Series Specified Below Issued By Qwest Corporationand Solicitation of Consents to Amend the Related Qwest Indentures Withdrawal Deadline: 5:00 p.m., New York City Time, June9, 2026, unless extendedExpiration Date: 5:00 p.m., New York City Time, June9, 2026, unless extended We are offering to exchange (each, an “exchange offer” and, collectively, the “exchange offers”) any and all validly tendered and accepted notesof the following series of notes described in the below table issued by Qwest Corporation (“Qwest”) for notes to be issued by Qwest and to be fully andunconditionally guaranteed on an unsecured basis (such guarantees, the “Guarantees”) by Lumen Technologies, Inc. (“Lumen” or the “Guarantor”) asdescribed in, and for the consideration summarized in, the table below. (1)Qwest is offering to exchange any and all of (i) the Old 2056 Notes for the New 6.500% 2051 Notes and (ii) the Old 2057Notes for (a) the New 6.750% 2052Notes or (b) the New 6.500% 2051 Notes issued in denomination of $1 and integral multiples of $1 in excess thereof. Each existing holder of the Old 2056 Noteswho exchanges their Old 2056Notes for New 6.500% 2051 Notes may elect to receive New 6.500% 2051 Notes having denominations of (i) $25 and integralmultiples of $25 in excess thereof or (ii) $1 and integral multiples of $1 in excess thereof. The New 6.500% 2051 Notes will be issued under separate global notes(at least one global note for each denomination) having separate CUSIP numbers but otherwise constituting the same series for voting purposes, and issued underthe same supplemental indenture.(2)Consideration per $25 principal amount of Old Qwest Notes validly tendered, subject to any rounding as described herein. The Exchange Consideration (as defined herein) will include an amount in cash equal to the accrued and unpaid interest on the Old Qwest Notes accepted for exchange in the exchange offers,from the most recent date on which interest was paid to, but not including, the Settlement Date (as defined herein), and interest on the New Qwest Notes willaccrue from and including the Settlement Date.(3)Consideration in the form of a cash payment of $0.0625 per $25 principal amount of the Old Qwest Notes for consents to the proposed amendments to theapplicable Old Qwest Indenture under which such series of Old Qwest Notes were issued that are validly delivered prior to the Expiration Date described belowand not validly withdrawn. Certain institutional investors (collectively, the “Support Parties”) that have informed us they beneficially own approximately 30.3% aggregate principalamount of the Old 2056 Notes outstanding as of the date of this prospectus and approximately 24.2% aggregate principal amount of the Old 2057 Notesoutstanding as of the date of this prospectus, have agreed to participate in the exchange offers and consent solicitations, subject to the terms of a supportagreement entered into with Lumen and Qwest. See “Summary—Recent Developments—Support Agreement.” The Dealer Managers for the exchange offers and Solicitation Agents for the consent solicitations are: Lead Dealer Manager and Solicitation Agent Morgan Stanley Co-Dealer Managers and Solicitation Agents CitigroupGoldmanSachs&Co.LLCJ.P.MorganWellsFargoSecuritiesThe date of this prospectus is May 22, 2026 Table of Contents (continued) In exchange for each note (or unit) per $25 principal amount of Old Qwest Notes that is validly tendered prior to 5:00 p.m., New YorkCity time, on June 9, 2026, as it may be extended as described herein (the “Expiration Date”), and not validly withdrawn, holders will beeligible to receive the exchange consideration set out in the table above (the “Exchange Consideration”), which in each case consists of (i)$25principal amount of the corresponding New Qwest Notes and (ii)a cash payment of $0.0625 (a “Consent Fee”). The Exchange Consideration will include an amount in cash equal to the accrued and unpaid interest on the Old Qwest Notes acceptedfor exchange in the exchange offers, from the most recent date on which interest was paid to, but not including, the Settlement Date (as definedbelow), and interest on the New Qwest Notes will accrue from and including the Settlement Date. Qwest will pay a soliciting dealer fee of $0.03 for each note (or unit) per $25 principal amount of the Old Qwest Notes that are validlytendered prior to the Expiration Date and not validly withdrawn to retail brokers that are appropriately designated by their tendering holderclients to receive this fee, provided that such fee will only be paid with respect to tenders by holders (a) whose aggregate principal amount of theOld Qwest Notes is $250,000 or less and (b) that properly elect to receive their New Qwest Notes in denominations of $25 and integral multiplesthereof. The soliciting dealer fee to retail brokers will not be paid with respect to any tender for which the holder or beneficial owner ele