Genius Gourmet Launches 30g Sparkling Clear Protein Drink Nationwide at Costco
Designed to drink more like a crisp soda than a thick protein shake, this refreshing beverage delivers a powerful 30 grams of ultra-filtered protein with zero sugar, zero lactose, and no artificial preservatives or colors. It's a game-changer for consumers seeking clean protein in a more enjoyable, drinkable format.
'Protein doesn't have to taste like chalk to be effective,' said Pete Vas Dias, President of Genius Gourmet. 'With this new 30g version, we're bringing more functionality and even more flavor to the market, and making it available at Costco for everyday athletes, busy parents, and anyone looking to level up their routine.'
Product Highlights:
30g of clean, ultra-filtered protein
Zero Sugar
0g lactose, <1g carbs, 130 calories
Light, sparkling texture – no blender or shaker needed
Naturally flavored Blue Raspberry Lemonade
No artificial preservatives or colors
'This launch reflects our commitment to innovation,' said Lance Rankin, Genius Gourmet CEO. 'Consumers are asking for more convenient, better-tasting protein options, and this checks every box — clean, convenient, and craveable.'
The new 30g Sparkling Clear Protein Drink in Blue Raspberry Lemonade is available in 15-count cases at Costco locations nationwide.
To learn more about Genius Gourmet products or wholesale opportunities, visit geniusgourmet.com.
Genius Gourmet is a family-owned company founded in 2019 with a mission to disrupt the protein space. Today, its growing lineup of protein snacks and drinks can be found in six of the top ten grocery retailers nationwide. From athletes to on-the-go parents, Genius Gourmet helps smart consumers fuel their day – the delicious way.
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JBT Marel Corporation Reports Second Quarter 2025 Results
CHICAGO--(BUSINESS WIRE)-- JBT Marel Corporation (NYSE and Nasdaq Iceland: JBTM), a leading global technology solutions provider to high-value segments of the food & beverage industry, today reported financial results for the second quarter of 2025. "We are pleased with our second quarter results, which exceeded our guidance, reflecting our ability to navigate a dynamic operating environment and manage the integration of two global businesses," said Brian Deck, Chief Executive Officer. "Our outperformance was primarily driven by better than expected recurring revenue and favorable foreign exchange translation." "We are re-establishing full year 2025 guidance given greater clarity around tariff policies and further supported by the strength of our backlog. We expect that second half 2025 margins will reflect the increased cost of tariffs and a higher mix of equipment revenue." Comparisons in this news release are to the comparable period of the prior year, unless otherwise noted. An earnings presentation with supplemental information is available on the Company's Investor Relations website at JBT Marel Second Quarter 2025 Consolidated Results "Our strong cash flow, which was supported by working capital management and customer deposits, allowed us to de-lever our balance sheet to just below 3.4x net debt to trailing twelve months pro forma adjusted EBITDA," said Matt Meister, Chief Financial Officer. "Our ability to quickly reduce leverage by over half a turn since the closing of the Marel transaction at the beginning of 2025 demonstrates the strength of the cash flow model of the combined business." Second quarter 2025 consolidated revenue of $935 million included approximately $21 million in year-over-year foreign exchange translation benefit, which was approximately $8 million higher than expectations. Additionally, the Company exceeded its recurring revenue expectations by approximately $25 million. Net income from continuing operations of $3 million, representing a margin of 0.4 percent, included $58 million in acquisition related amortization and depreciation expense, $20 million in M&A related costs, an $11 million loss on investment related to an impairment charge from a joint-venture, and $6 million in restructuring related costs. Second quarter 2025 consolidated adjusted EBITDA was $156 million, representing a margin of 16.7 percent. Diluted EPS was $0.07, and adjusted EPS was $1.49. Orders totaled $938 million, inclusive of approximately $22 million in year-over year tailwind from foreign exchange translation, and quarter-ending backlog was $1.4 billion. Year to date operating cash flow from continuing operations was $137 million, and free cash flow was $106 million. As of June 30, 2025, the Company's bank leverage ratio was 2.8x, which includes the benefit of certain run rate synergies. As noted above, net debt to trailing twelve months pro forma adjusted EBITDA was just below 3.4x. Additionally, the Company's liquidity as of June 30, 2025, was approximately $1.3 billion. JBT Marel Second Quarter 2025 Segment Results Synergy Actions and Target Cost Savings JBT Marel remains on track to deliver expected in-year realized synergy savings of $35 - $40 million and annualized run rate savings of $80 - $90 million exiting 2025. These anticipated synergy savings will be driven by the Company's integration efforts related to operating expense and supply chain. For the second quarter of 2025, JBT Marel incurred $6 million in restructuring costs and $20 million in M&A related costs while realizing year-over-year savings of $5 million in operating expense and an additional $3 million in supply chain. JBT Marel Outlook JBT Marel is re-establishing full year 2025 guidance given greater clarity around tariff policies and the strength of its backlog. The guidance for the second half of 2025 reflects an additional $20 - $30 million in estimated net costs from tariffs, expected mix of equipment versus recurring revenue, continued realization of synergy benefits, updated net interest expense, and updated favorable foreign exchange translation impact. The below table reflects JBT Marel's consolidated guidance for full year 2025. JBT Marel expects full year 2025 revenue will include an approximate $70 - $85 million year-over-year tailwind from foreign exchange translation. For the full year 2025, JBT Marel expects to incur certain one-time and acquisition related costs, which are included in income from continuing operations margin and GAAP EPS guidance and excluded from adjusted EPS and adjusted EBITDA margin. These include approximately $25 million in restructuring costs; $105 million in M&A related costs; $195 million in acquisition related amortization and depreciation; $147 million in non-cash, pre-tax charges related to the final settlement of the U.S. pension plan, which occurred in the first quarter; $12 million in interest expense from M&A bridge financing fees and related costs, which was incurred in the first quarter; and $11 million in loss on investment from an impairment charge related to a joint-venture, which occurred in the second quarter. For the full year 2025, net interest expense is anticipated to be $105 - $110 million, which includes $12 million in M&A bridge financing fees and related costs. Other income related to cross currency swaps on the Term Loan B is expected to be approximately $10 million. Total depreciation and amortization is estimated to be approximately $285 million, including approximately $195 million in acquisition related amortization and depreciation. The tax rate included in GAAP EPS is expected to be approximately 11 - 12 percent. The tax rate included in adjusted EPS is expected to be approximately 24 - 25 percent. Earnings Conference Call A conference call is scheduled for 10:00 a.m. ET / 14:00 GMT on Tuesday, August 5, 2025, to discuss second quarter 2025 results. A simultaneous webcast and audio replay of the call will be available on the Company's Investor Relations website at About JBT Marel Corporation JBT Marel Corporation (NYSE and Nasdaq Iceland: JBTM) is a leading global technology solutions provider to high-value segments of the food & beverage industry. JBT Marel brings together the complementary strengths of both the JBT and Marel organizations to transform the future of food. JBT Marel provides a unique and holistic solutions offering by designing, manufacturing, and servicing cutting-edge technology, systems, and software for a broad range of food and beverage end markets. JBT Marel aims to create better outcomes for customers by optimizing food yield and efficiency, improving food safety and quality, and enhancing uptime and proactive maintenance, all while reducing waste and resource use across the global food supply chain. JBT Marel operates sales, service, manufacturing and sourcing operations in more than 30 countries. For more information, please visit Non-GAAP Measures and Reconciliations to GAAP Measures Adjusted EBITDA, adjusted EBITDA margin, adjusted EPS, and free cash flow are non-GAAP financial measures. JBT Marel provides non-GAAP financial measures in order to increase transparency in our operating results and trends. These non-GAAP measures eliminate certain costs or benefits from, or change the calculation of, a measure as calculated under U.S. GAAP. By eliminating these items, JBT Marel provides a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non-GAAP measures in financial and operational evaluation, planning and forecasting. These calculations may differ from similarly-titled measures used by other companies. The non-GAAP financial measures disclosed are not intended to be used as a substitute for, nor should they be considered in isolation of, financial measures prepared in accordance with U.S. GAAP. Reconciliations of non-GAAP financial measures can be found in the supplemental schedules to this release. Forward-Looking Statements This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond JBT Marel's ability to control. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by JBT Marel will be achieved. These forward-looking statements include, among others, statements relating to our business and our results of operations, including our outlook, the benefits or results of our acquisition of Marel hf. (the "Marel Transaction"), our strategic plans, our restructuring plans and expected cost savings from those plans and our liquidity. The factors that could cause our actual results to differ materially from expectations include, but are not limited, to the following factors: the inability to successfully integrate the legacy businesses of JBT and Marel, operationally, technologically, culturally or otherwise, in a manner that permits the combined company to achieve the benefits and synergies anticipated from the Marel Transaction on the anticipated timeline or at all; fluctuations in our financial results; changes to tariffs, trade regulation, quotas, or duties; deterioration of economic conditions, including impacts from supply chain delays and reduced material or component availability; unanticipated delays or accelerations in our sales cycles; inflationary pressures, including increases in energy, raw material, freight and labor costs; disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; fluctuations in currency exchange rates and interest rates; changes in food consumption patterns; impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products; weather conditions and natural disasters; the impact of climate change and environmental protection initiatives; acts of terrorism or war, including the ongoing conflicts in Ukraine and the Middle East; termination or loss of major customer contracts and risks associated with fixed-price contracts, particularly during periods of high inflation; customer sourcing initiatives; competition and innovation in our industries; our ability to develop and introduce new or enhanced products and services and keep pace with technological developments; difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement; catastrophic loss at any of our facilities and business continuity of our information systems; cyber-security risks such as network intrusion or ransomware schemes; loss of key management and other personnel; potential liability arising out of the installation or use of our systems; our ability to comply with U.S. and international laws governing our operations and industries; increases in tax liabilities; work stoppages; our ability to remediate the material weaknesses relating to the Marel financial statements; availability of and access to financial and other resources; and the factors described under the captions 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' in our most recent Annual Report on Form 10-K, our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and any future Quarterly Report on Form 10-Q. If one or more of those or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this release are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise. JBT MAREL CORPORATION NON-GAAP FINANCIAL MEASURES (Unaudited and in millions, except per share data) Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024 Income (loss) from continuing operations $ 3.4 $ (173.0) $ (6.9) $ 38.1 $ 30.7 Non-GAAP adjustments Restructuring related costs (1) 5.6 10.6 0.3 (0.2) 0.2 M&A related costs (2) 20.0 74.4 53.3 12.9 14.5 Loss on investment 10.6 — — — — Amortization of bridge financing debt issuance cost — 12.4 4.7 1.2 1.2 Acquisition related amortization and depreciation 58.3 41.7 11.4 11.0 11.1 Impact on tax provision from Non-GAAP adjustments (3) (20.2) (31.0) (16.7) (6.3) (6.8) Recognition of non-cash pension plan related settlement costs — 146.9 23.3 — — Impact on tax provision from non-cash pension plan related settlement costs — (37.1) (6.0) — — Deferred tax benefit related to an internal reorganization — — — — (8.8) Discrete tax adjustment from M&A activity — 5.4 — — — Adjusted income from continuing operations $ 77.7 $ 50.3 $ 63.4 $ 56.7 $ 42.1 Income (loss) from continuing operations $ 3.4 $ (173.0) $ (6.9) $ 38.1 $ 30.7 Total shares and dilutive securities 52.2 51.7 32.2 32.2 32.2 Diluted earnings per share from continuing operations $ 0.07 $ (3.35) $ (0.21) $ 1.18 $ 0.95 Adjusted income from continuing operations $ 77.7 $ 50.3 $ 63.4 $ 56.7 $ 42.1 Total shares and dilutive securities 52.2 51.9 32.2 32.2 32.2 Adjusted diluted earnings per share from continuing operations $ 1.49 $ 0.97 $ 1.97 $ 1.76 $ 1.31 (1) Costs incurred as a direct result of the restructuring program are excluded because they are not part of the ongoing operations of our underlying business. (2) M&A related costs for the three months ended June 30, 2025, include advisory and transaction related costs for both potential and completed M&A transactions and strategy of $4.6 million, amortization of inventory step-up from business combinations of $9.3 million, and integration costs of $6.1 million. M&A related costs are excluded as they are generally short-term in nature and turn over quickly or are not part of the ongoing operations of our underlying business. (3) Impact on tax provision was calculated using the enacted rate for the relevant jurisdiction for each period shown. The above table reports adjusted income from continuing operations and adjusted diluted earnings per share from continuing operations, which are non-GAAP financial measures. We use these measures internally to make operating decisions and for the planning and forecasting of future periods, and therefore provide this information to investors because we believe it allows more meaningful period-to-period comparisons of our ongoing operating results, without the fluctuations in the amount of certain costs that do not reflect our underlying operating results. Expand JBT MAREL CORPORATION NON-GAAP FINANCIAL MEASURES (Unaudited and in millions) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Income (loss) from continuing operations $ 3.4 $ 30.7 $ (169.6) $ 53.4 Income tax provision (benefit) 7.9 (3.3) (38.3) 4.8 Interest expense (income), net 29.0 (1.6) 70.0 (4.4) Other financing (income) (1) (3.0) — (5.0) — Loss on investment 10.6 — 10.6 — Pension expense, other than service cost (2) 0.2 1.0 147.0 2.0 Restructuring related costs (3) 5.6 0.2 16.2 1.3 M&A related costs (4) 20.0 14.5 94.4 19.7 Depreciation and amortization (5) 82.5 22.2 143.1 44.3 Adjusted EBITDA from continuing operations $ 156.2 $ 63.7 $ 268.4 $ 121.1 Total revenue $ 934.8 $ 402.3 $ 1,788.9 $ 794.6 Income (loss) from continuing operations margin 0.4 % 7.6 % (9.5) % 6.7 % Adjusted EBITDA margin 16.7 % 15.8 % 15.0 % 15.2 % (1) Other financing income represents transaction gains from fair value hedges on our foreign currency denominated debt, and are considered non-operating as they relate to our cost of borrowing on this debt. (2) Pension expense, other than service cost is excluded as it represents all non service-related pension expense, which consists of non-cash interest cost, expected return on plan assets, amortization of actuarial gains and losses, and settlement charges. (3) Costs incurred as a direct result of the restructuring program are excluded because they are not part of the ongoing operations of our underlying business. (4) M&A related costs for the three and six months ended June 30, 2025, respectively, include advisory and transaction related costs for both potential and completed M&A transactions and strategy of $4.6 million and $57.7 million, amortization of inventory step-up from business combinations of $9.3 million and $19.9 million, and integration costs of $6.1 million and $16.8 million. M&A related costs are excluded as they are generally short-term in nature and turn over quickly or are not part of the ongoing operations of our underlying business. (5) Depreciation and amortization, including the acquisition related amortization and depreciation expense, is excluded to determine EBITDA. The above table reports Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures. We use Adjusted EBITDA and Adjusted EBITDA margin internally to make operating decisions and believe that Adjusted EBITDA is useful to investors as a measure of the Company's operational performance and a way to evaluate and compare operating performance against peers in the Company's industry. Expand JBT MAREL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited and in millions) December 31, 2024 Assets Cash and cash equivalents $ 111.8 $ 1,228.4 Restricted cash 18.2 — Trade receivables, net of allowances 542.2 335.1 Inventories 661.1 233.1 Other current assets 195.7 66.7 Total current assets 1,529.0 1,863.3 Property, plant and equipment, net 803.7 233.7 Goodwill 3,101.8 769.1 Intangible assets, net 2,571.0 340.9 Other assets 247.1 206.8 Total Assets $ 8,252.6 $ 3,413.8 Liabilities and Stockholders' Equity Short-term debt and current portion of long-term debt $ 410.2 $ — Accounts payable, trade and other 288.9 131.0 Advance and progress payments 521.9 194.1 Other current liabilities 422.7 210.4 Total current liabilities 1,643.7 535.5 Long-term debt, less current portion 1,511.3 1,252.1 Accrued pension and other post-retirement benefits, less current portion 17.5 19.3 Other liabilities 705.2 62.7 Common stock and additional paid-in capital 2,731.8 232.8 Retained earnings 1,356.2 1,535.9 Accumulated other comprehensive loss 286.9 (224.5) Total stockholders' equity 4,374.9 1,544.2 Total liabilities and stockholders' equity $ 8,252.6 $ 3,413.8 Expand JBT MAREL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited and in millions) Six Months Ended June 30, 2025 2024 Cash flows from continuing operating activities Net income (loss) $ (169.6) $ 53.5 Less: Income from discontinued operations, net of taxes — 0.1 Income (loss) from continuing operations (169.6) 53.4 Adjustments to reconcile income to cash provided by operating activities Depreciation and amortization 143.1 44.3 Stock-based compensation 9.3 7.8 Other 196.9 5.8 Changes in operating assets and liabilities Trade accounts receivable, net 31.2 (29.8) Inventories (64.7) (22.6) Accounts payable, trade and other 14.3 2.7 Advance and progress payments 26.5 (16.8) Other - assets and liabilities, net (50.4) (12.8) Cash provided by continuing operating activities 136.6 32.0 Cash flows from continuing investing activities Acquisitions, net of cash acquired (1,746.0) — Proceeds from sale of AeroTech, net (0.1) (2.6) Capital expenditures (38.5) (21.0) Other 4.5 0.9 Cash required by continuing investing activities (1,780.1) (22.7) Cash flows from continuing financing activities Net payments for domestic credit facilities (246.5) — Net proceeds from Term Loan B, net of debt issuance costs 888.1 — Settlement of deal contingent hedge (42.5) — Dividends (10.5) (6.4) Other (45.2) (10.0) Cash provided (required) by continuing financing activities 543.4 (16.4) Net decrease in cash from continuing operations (1,100.1) (7.1) Net cash required by discontinued operations — (0.1) Effect of foreign exchange rate changes on cash and cash equivalents 1.7 (1.8) Net decrease in cash, cash equivalents and restricted cash (1,098.4) (9.0) Cash and cash equivalents from continuing operations, beginning of period 1,228.4 483.3 Add: Cash and cash equivalents from discontinued operations, beginning of period — — Add: Net decrease in cash and cash equivalents (1,098.4) (9.0) Less: Cash and cash equivalents from discontinued operations, end of period — — Cash, cash equivalents and restricted cash from continuing operations, end of period $ 130.0 $ 474.3 Expand JBT MAREL CORPORATION NON-GAAP FINANCIAL MEASURES FREE CASH FLOW (Unaudited and in millions) Six Months Ended June 30, 2025 2024 Cash provided by continuing operating activities $ 136.6 $ 32.0 Less: capital expenditures 38.5 21.0 Plus: proceeds from disposal of assets 4.5 0.9 Plus: pension contributions 3.2 1.6 Free cash flow (FCF) $ 105.8 $ 13.5 The above table reports free cash flow, which is a non-GAAP financial measure. We use free cash flow internally as a key indicator of our liquidity and ability to service debt, invest in business combinations, and return money to shareholders and believe this information is useful to investors because it provides an understanding of the cash available to fund these initiatives. For free cash flow purposes, we consider contributions to pension plans to be more comparable to payment of debt, and therefore exclude these contributions from the calculation of free cash flow. Expand JBT MAREL CORPORATION NET DEBT CALCULATION (Unaudited and in millions) As of Quarter Ended Change From Total debt $ 1,921.5 $ 1,252.1 $ 647.6 $ 669.4 $ 1,273.9 Less: cash and marketable securities 111.8 1,228.4 474.3 (1,116.6) (362.5) Net debt $ 1,809.7 $ 23.7 $ 173.3 $ 1,786.0 $ 1,636.4 Expand JBT MAREL CORPORATION BANK TOTAL NET LEVERAGE RATIO CALCULATION (Unaudited and in millions) Q2 2025 Total debt $ 1,921.5 Less: cash and marketable securities 111.8 Net debt 1,809.7 Other items considered debt under the credit agreement 37.3 Consolidated total indebtedness (1) $ 1,847.0 Trailing twelve months adjusted EBITDA from continuing operations 442.2 Pro forma EBITDA of recent acquisitions (2) 90.9 Trailing twelve months pro forma adjusted EBITDA 533.1 Other adjustments net to earnings under the credit agreement 118.2 Consolidated EBITDA (1) $ 651.3 Bank total net leverage ratio (Consolidated total indebtedness / Consolidated EBITDA) 2.84 3.39 (1) As defined in the credit agreement. Expand JBT MAREL CORPORATION NON-GAAP FINANCIAL MEASURES (Unaudited and in cents) Guidance Full Year 2025 Diluted earnings per share from net income ($1.90) - ($1.20) Non-GAAP adjustments: Restructuring related costs (1) 0.48 M&A related costs (2) 2.01 Acquisition related amortization and depreciation (3) 3.75 Bridge financing fees and related costs (4) 0.24 Pension plan lump sum payment and termination (5) 2.82 Loss on investment (6) 0.21 Impact on tax provision from Non-GAAP adjustments (7) (2.15) Adjusted diluted earnings per share from net income $5.45 - $6.15 Expand JBT MAREL CORPORATION NON-GAAP FINANCIAL MEASURES (Unaudited and in millions) Guidance Full Year 2025 (Loss) from continuing operations ($100) - ($65) Income tax provision ($11) - ($9) Pension expense, other than service cost (5) ~ $147 Interest expense, net $110 - $105 Other financing income (8) ~ ($10) Loss on investment (6) ~ $11 Restructuring related costs (1) ~ $25 M&A related costs (2) ~ $105 Depreciation and amortization ~ $285 Adjusted EBITDA from continuing operations $560 - $595 Revenue $3,675 - $3,725 (Loss) from continuing operations margin (2.7%) - (1.7%) Adjusted EBITDA margin 15.25% - 16.0% (1) Restructuring related costs are estimated to be approximately $25 million for the full year 2025. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (2) M&A related costs are estimated to be approximately $105 million for the full year 2025, of which $20 million is related to amortization of inventory step up from business combinations, $27 million is related to integration costs, and $58 million is related to advisory and transaction related costs for both potential and completed M&A transactions and strategy. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (3) Acquisition related amortization and depreciation is expected to be approximately $195 million for the full year 2025. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (4) Bridge financing fees and related costs are estimated to be approximately $12 million for the full year 2025. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (5) Pension expense, other than service cost for the lump sum payment and termination of the pension plan is estimated to be approximately $147 million for the full year 2025. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (6) Loss on investment is estimated to be approximately $11 million for the full year 2025. This is an impairment loss from a joint-venture investment, which occurred in the second quarter. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (7) Impact on tax provision for 2025 tax provision on non-GAAP adjustments was calculated using a tax rate of approximately 24-25% based on a estimate of the tax rate of the country in which the non-GAAP adjustments are originating. (8) Other financing income is estimated to be approximately $10 million for the full year 2025. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. Expand
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- Business Wire
Lumen Technologies, Inc. Announces Upsize and Pricing of First Lien Notes Due 2034
DENVER--(BUSINESS WIRE)-- Lumen Technologies, Inc. ('Lumen', 'us,' 'we' or 'our') (NYSE: LUMN) today announced that its wholly-owned subsidiary, Level 3 Financing, Inc. ('Level 3 Financing'), has agreed to sell $2.00 billion aggregate principal amount of its 7.000% First Lien Notes due 2034 (the 'First Lien Notes'), which represents a $750 million increase from the previously announced size of the offering. The First Lien Notes were priced to investors at par and will mature on March 31, 2034. Upon issuance, the First Lien Notes will be fully and unconditionally guaranteed, jointly and severally, on a first lien secured basis by Level 3 Parent, LLC, the direct parent of Level 3 Financing, and certain unregulated subsidiaries of the Issuer. Level 3 Financing intends to use the net proceeds from this offering, together with cash on hand, to redeem all $1,408,435,434 outstanding principal amount of Level 3 Financing's 11.000% First Lien Notes due 2029, and to partially redeem Level 3 Financing's 10.750% First Lien Notes due 2030, in each case, including payment of redemption premium, and to pay related fees and expenses. The offering is expected to be completed on August 18, 2025, subject to the satisfaction or waiver of customary closing conditions. The First Lien Notes will not be registered under the Securities Act of 1933, as amended (the 'Securities Act'), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements. Accordingly, the First Lien Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A promulgated under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S promulgated under the Securities Act. Holders of the First Lien Notes will not have registration rights. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, the First Lien Notes, nor will there be any sale of the First Lien Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption with respect to any of Level 3 Financing's outstanding senior notes. About Lumen Lumen is unleashing the world's digital potential. We ignite business growth by connecting people, data, and applications – quickly, securely, and effortlessly. As the trusted network for AI, Lumen uses the scale of our network to help companies realize AI's full potential. From metro connectivity to long-haul data transport to our edge cloud, security, managed service, and digital platform capabilities, we meet our customers' needs today and as they build for tomorrow. Lumen and Lumen Technologies are registered trademarks of Lumen Technologies LLC in the United States. Forward-Looking Statements Except for historical and factual information, the matters set forth in this release and other of our oral or written 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 our control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in 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: Level 3 Financing's failure to satisfy the conditions to the initial purchasers' obligation to consummate the offering; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; changes in Level 3 Financing's credit ratings; changes in the cash requirements, financial position, financing plans or investment plans of Level 3 Financing or its affiliates; changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of Level 3 Financing to consummate the above-described transactions on the terms described above or at all; and other risks referenced from time to time in the filings of Lumen or Level 3 Parent, LLC with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise. We may change our intentions, strategies or plans (including our plans expressed herein) without notice at any time and for any reason.
