SEC Form SC 13D/A filed by CenturyLink, Inc. d/b/a Lumen Technologies, Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Lumen Technologies, Inc.
(Formerly CenturyLink, Inc.)
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
550241103
(CUSIP Number)
Jason Norman Lee
Managing Director, Legal & Regulatory
Temasek International Pte. Ltd.
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 550241103 | Page 2 of 14 |
| 1 | Names of Reporting Persons
Temasek Holdings (Private) Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source Of Funds
AF | |||||
| 5 | Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship Or Place Of Organization
Singapore | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
72,659,407 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
72,659,407 | |||||
| 11 |
Aggregate Amount Beneficially Owned By Each Reporting Person
72,659,407 | |||||
| 12 | Check if the Aggregate Amount In Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent Of Class Represented By Amount In Row (11)
7.1%(1) | |||||
| 14 | Type of Reporting Person
HC | |||||
| (1) | Based on 1,023,894,166 shares of Common Stock (as defined herein) outstanding as of October 29, 2021, as reported by the Issuer (as defined herein) in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 3, 2021. |
| CUSIP No. 550241103 | Page 3 of 14 |
| 1 | Names of Reporting Persons
Tembusu Capital Pte. Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source Of Funds
WC | |||||
| 5 | Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship Or Place Of Organization
Singapore | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
72,659,407 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
72,659,407 | |||||
| 11 |
Aggregate Amount Beneficially Owned By Each Reporting Person
72,659,407 | |||||
| 12 | Check if the Aggregate Amount In Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent Of Class Represented By Amount In Row (11)
7.1%(1) | |||||
| 14 | Type of Reporting Person
HC | |||||
| (1) | Based on 1,023,894,166 shares of Common Stock outstanding as of October 29, 2021, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Commission on November 3, 2021. |
| CUSIP No. 550241103 | Page 4 of 14 |
| 1 | Names of Reporting Persons
Bartley Investments Pte. Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source Of Funds
AF | |||||
| 5 | Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship Or Place Of Organization
Singapore | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
72,659,407 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
72,659,407 | |||||
| 11 |
Aggregate Amount Beneficially Owned By Each Reporting Person
72,659,407 | |||||
| 12 | Check if the Aggregate Amount In Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent Of Class Represented By Amount In Row (11)
7.1%(1) | |||||
| 14 | Type of Reporting Person
HC | |||||
| (1) | Based on 1,023,894,166 shares of Common Stock outstanding as of October 29, 2021, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Commission (as defined herein) on November 3, 2021. |
| CUSIP No. 550241103 | Page 5 of 14 |
Explanatory Note
This Amendment No. 5 to Schedule 13D amends and supplements the Schedule 13D originally filed with the SEC on November 8, 2017, as amended and supplemented by Amendment No. 1 thereto filed on February 7, 2018, Amendment No. 2 thereto filed on March 29, 2018, Amendment No. 3 thereto filed on April 5, 2018 and Amendment No. 4 thereto filed on January 18, 2019 (together, the “Statement”) relating to the common stock, par value $1.00 per share (the “Common Stock”), of Lumen Technologies, Inc., a Louisiana corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 100 CenturyLink Drive, Monroe, Louisiana 71203.
Capitalized terms used but not defined herein have the meanings given to them in the Statement.
| Item 2. | Identity and Background |
Schedule A referred to in Item 2 of the Statement is hereby amended and restated in its entirety by Schedule A hereto.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a)-(b) As of January 12, 2022 and taking into account the transaction described in Item 5(c) below, 26,207,287 shares of the Common Stock, or approximately 2.6% of the outstanding Common Stock, were owned by Ellington Investments Pte. Ltd. (“Ellington”), and 46,452,120 shares of the Common Stock, or approximately 4.5% of the outstanding Common Stock, were owned by Everitt Investments Pte. Ltd. (“Everitt”). Ellington and Everitt are each wholly owned by Bartley Investments Pte. Ltd. (“Bartley”), which in turn is wholly owned by Tembusu Capital Pte. Ltd. (“Tembusu Capital”), which in turn is wholly owned by Temasek Holdings (Private) Limited (“Temasek Holdings”). Therefore, as of January 12, 2022, each of Bartley, Tembusu Capital and Temasek Holdings may be deemed to beneficially own the 72,659,407 shares of Common Stock, or approximately 7.1% of the outstanding Common Stock, owned in the aggregate by Everitt and Ellington.
To the knowledge of the Reporting Persons, the directors and executive officers of the Reporting Persons listed in Schedule A hereto beneficially own in the aggregate less than 1% of the Issuer’s outstanding shares of Common Stock.
The percentages of beneficial ownership of the Reporting Persons and their directors and executive officers listed in Schedule A hereto were calculated based on 1,023,894,166 shares of Common Stock outstanding as of October 29, 2021, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Commission on November 3, 2021.
(c) On January 12, 2022, Ellington sold 4,089,681 shares of Common Stock and Aranda Investments Pte. Ltd., an indirect wholly owned subsidiary of Temasek Holdings, sold 20,510,319 shares of Common Stock, aggregating to 24,600,000 shares of Common Stock, to Credit Suisse Securities (USA) LLC at a price of $12.51 per share for a total consideration of $307.7 million. The settlement date of the sale is expected to be January 18, 2022.
In the last sixty days, as a result of the transaction described above, Bartley and Tembusu Capital have disposed of beneficial ownership of an aggregate of 4,089,681 shares of Common Stock, and Temasek Holdings has disposed of beneficial ownership of an aggregate of 24,600,000 shares of Common Stock.
| CUSIP No. 550241103 | Page 6 of 14 |
To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in securities of the Issuer during the last sixty days.
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit |
Description | |
| 99.1 | Joint Filing Agreement, dated March 29, 2018, among Temasek Holdings, Tembusu Capital and Bartley (Incorporated by reference to Exhibit 99.1 to Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on March 29, 2018). | |
| CUSIP No. 550241103 | Page 7 of 14 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Date: January 14, 2022
| TEMASEK HOLDINGS (PRIVATE) LIMITED | ||||||||
| By: | /s/ Jason Norman Lee | |||||||
| Name | : | Jason Norman Lee | ||||||
| Title | : | Authorised Signatory | ||||||
| TEMBUSU CAPITAL PTE. LTD. | ||||||||
| By: | /s/ Gregory Tan | |||||||
| Name | : | Gregory Tan | ||||||
| Title | : | Director | ||||||
| BARTLEY INVESTMENTS PTE. LTD. | ||||||||
| By: | /s/ Poy Weng Chuen | |||||||
| Name | : | Poy Weng Chuen | ||||||
| Title | : | Director | ||||||
SCHEDULE A
The name, present principal occupation and business address of each director and executive officer of the Reporting Persons is set forth below.
The following is a list of the directors and executive officers of Temasek Holdings (Private) Limited:
| Name, Business Address, Position |
Principal Occupation |
Citizenship | ||
| Lim Boon Heng 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Chairman and Director, Temasek Holdings (Private) Limited) |
Chairman, Temasek Holdings (Private) Limited |
Singaporean | ||
| Cheng Wai Keung 3 Killiney Road #10-01 Winsland House 1 Singapore 239519 (Deputy Chairman and Director, Temasek Holdings (Private) Limited) |
Chairman and Managing Director, Wing Tai Holdings Limited |
Singaporean | ||
| Teo Ming Kian 250 North Bridge Road #11-01 Raffles City Tower Singapore 179101 (Director, Temasek Holdings (Private) Limited) |
Chairman, Vertex Venture Holdings Ltd. |
Singaporean | ||
| Robert Bruce Zoellick c/o 601 Thirteenth Street NW – Suite 830 South, Washington, DC 20005 USA (Director, Temasek Holdings (Private) Limited) |
Board Member, |
American | ||
| Chin Yoke Choong Bobby c/o 1 Joo Koon Circle #13-01 FairPrice Hub Singapore 629117 (Director, Temasek Holdings (Private) Limited) |
Deputy Chairman, NTUC Enterprise Cooperative Limited |
Singaporean | ||
| Peter Robert Voser Affolternstrasse 44 8050 Zurich Switzerland (Director, Temasek Holdings (Private) Limited) |
Chairman, ABB Ltd |
Swiss | ||
| Lee Ching Yen Stephen No.160 Robinson Road #13-06 SBF Center Singapore 068914 (Director, Temasek Holdings (Private) Limited) |
Managing Director Great Malaysia Textile Investments Pte Ltd |
Singaporean | ||
| Name, Business Address, Position |
Principal Occupation |
Citizenship | ||
| Fu Chengyu 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Director, Temasek Holdings (Private) Limited) |
Head of Energy Cooperation Team & Council Member Cross-Strait CEO Summit | Chinese | ||
| Lee Theng Kiat 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Director, Temasek Holdings (Private) Limited) |
Chairman, Temasek International Pte. Ltd. |
Singaporean | ||
| Dilhan Pillay Sandrasegara 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Executive Director & Chief Executive Officer, Temasek Holdings (Private) Limited & Temasek International Pte. Ltd.) |
Executive Director & Chief Executive Officer, Temasek Holdings (Private) Limited & Temasek International Pte. Ltd. |
Singaporean | ||
| Ajaypal Singh Banga 55 East 52nd Street 33rd Floor New York, NY 10055 (Director, Temasek Holdings (Private) Limited) |
Vice Chairman, General Atlantic |
American | ||
| Jaime Augusto Miranda Zobel de Ayala 35F Tower One, Ayala Triangle, Ayala Avenue, Makati City, 1226. Philippines (Director, Temasek Holdings (Private) Limited) |
Chairman, Ayala Corporation |
Filipino | ||
| Lee Hong Wei, Jenny 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Director, Temasek Holdings (Private) Limited) |
Managing Partner, GGV Capital |
Singaporean | ||
| Tan Chee Meng 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982 (Director, Temasek Holdings (Private) Limited) |
Senior Counsel and Deputy Chairman, WongPartnership LLP |
Singaporean | ||
| Teo Juet Sim Juliet 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Deputy Head, Portfolio Development Group; Head, Transportation & Logistics, Temasek International Pte. Ltd.) |
Deputy Head, Portfolio Development Group; Head, Transportation & Logistics, Temasek International Pte. Ltd. | Singaporean | ||
| Nagi Adel Hamiyeh 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Head, Portfolio Development Group, Temasek International Pte. Ltd.) |
Head, Portfolio Development Group, Temasek International Pte. Ltd. | Singaporean | ||
| Leong Wai Leng 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Chief Financial Officer; Head, SG Projects, Temasek Holdings (Private) Limited) |
Chief Financial Officer; Head, SG Projects, Temasek Holdings (Private) Limited |
Singaporean | ||
| Chan Wai Ching 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Chief Corporate Officer; Head, Organisation & People, Temasek International Pte. Ltd.) |
Chief Corporate Officer; Head, Organisation & People, Temasek International Pte. Ltd. |
Singaporean | ||
| Syed Fidah Bin Ismail Alsagoff 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Joint Head, Enterprise Development Group (Singapore); Head, Life Sciences, Temasek International Pte. Ltd.) |
Joint Head, Enterprise Development Group (Singapore); Head, Life Sciences, Temasek International Pte. Ltd. |
Singaporean | ||
| Rohit Sipahimalani 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Chief Investment Officer; Head, South East Asia, Temasek International Pte. Ltd.) |
Chief Investment Officer; Head, South East Asia, Temasek International Pte. Ltd. |
Singaporean | ||
| Gregory Lynn Curl 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (President, Temasek International Pte. Ltd.) |
President, Temasek International Pte. Ltd. |
American | ||
| Png Chin Yee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Deputy Chief Financial Officer, Temasek International Pte. Ltd.) |
Deputy Chief Financial Officer, Temasek International Pte. Ltd. |
Singaporean | ||
| Tan Chong Lee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (President, Temasek International Pte. Ltd.) |
President, Temasek International Pte. Ltd. |
Singaporean | ||
| Chia Song Hwee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Deputy Chief Executive Officer, Temasek International Pte. Ltd.) |
Deputy Chief Executive Officer, Temasek International Pte. Ltd. |
Singaporean | ||
| Pek Siok Lan 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard (General Counsel, Temasek International Pte. Ltd.) |
General Counsel, Temasek International Pte. Ltd. |
Singaporean | ||
| Ravi Lambah 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Head, Investment Group; Head, India, Temasek International Pte. Ltd.) |
Head, Investment Group; Head, India, Temasek International Pte. Ltd. | Maltese | ||
| Michael John Buchanan 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Head, Portfolio Strategy & Risk Group; Head, Macro Strategy; Head, Australia & New Zealand, Temasek International Pte. Ltd.) |
Head, Portfolio Strategy & Risk Group; Head, Macro Strategy; Head, Australia & New Zealand, Temasek International Pte. Ltd. |
Australian / British | ||
| Wu Yibing 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (President, China; Head, Enterprise Development Group (China); Joint Head, Technology & Consumer, Temasek International Pte. Ltd.) |
President, China; Head, Enterprise Development Group (China); Joint Head, Technology & Consumer, Temasek International Pte. Ltd. |
American | ||
| Benoit Louis Marie Francois Valentin 23 King Street London SW1Y 6QY United Kingdom (Head, Private Equity Fund Investments; Head, Impact Investing; Deputy Head, EMEA, Temasek International (Europe) Limited) |
Head, Private Equity Fund Investments; Head, Impact Investing; Deputy Head, EMEA, Temasek International (Europe) Limited |
French | ||
| Nicolas Jean Debetencourt 375 Park Avenue 14th Floor New York 10152 United States (Head, Credit Portfolio, Temasek International (USA) LLC) |
Head, Credit Portfolio, Temasek International (USA) LLC |
American / Belgian | ||
| John Joseph Vaske 375 Park Avenue 14th Floor New York 10152 United States (Head, Americas, Temasek International (USA) LLC) |
Head, Americas, Temasek International (USA) LLC |
American | ||
| Caroline Jane Atherton 375 Park Avenue 14th Floor New York 10152 United States (Deputy Head, North America; Managing Director, Investment (Financial Services), Temasek International (USA) LLC) |
Deputy Head, North America; Managing Director, Investment (Financial Services), Temasek International (USA) LLC |
British | ||
| Yeoh Keat Chuan 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Deputy Head, Enterprise Development Group (Singapore); Deputy Head, SG Projects, Temasek International Pte. Ltd.) |
Deputy Head, Enterprise Development Group (Singapore); Deputy Head, SG Projects, Temasek International Pte. Ltd. |
Singaporean | ||
| John William Marren 101 California Street Suite 3700 San Francisco 94111 United States (Joint Head, North America; Joint Head, Technology & Consumer, Temasek International (USA) LLC) |
Joint Head, North America; Joint Head, Technology & Consumer, Temasek International (USA) LLC |
American | ||
| Allaway Jonathon Revill Christopher 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Chief Technology Officer, Temasek International Pte. Ltd.) |
Chief Technology Officer, Temasek International Pte. Ltd. |
Australian | ||
| Uwe Krueger 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Head, Industrials, Business Services, Energy & Resources; Head, EMEA, Temasek International Pte. Ltd.) |
Head, Industrials, Business Services, Energy & Resources; Head, EMEA, Temasek International Pte. Ltd. |
German | ||
| Tham Min Yew 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Joint Head, Enterprise Development Group (Singapore); Head, Strategic Development, Temasek International Pte. Ltd.) |
Joint Head, Enterprise Development Group (Singapore); Head, Strategic Development, Temasek International Pte. Ltd. |
Singaporean | ||
| Michael Zeller 101 California Street Suite 3700 San Francisco 94111 United States (Head, Artificial Intelligence Strategy & Solutions, Temasek International (USA) LLC) |
Head, Artificial Intelligence Strategy & Solutions, Temasek International (USA) LLC |
American / German | ||
| Stephen Blair Howard 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 (Chief Sustainability Officer, Temasek International Pte. Ltd.) |
Chief Sustainability Officer, Temasek International Pte. Ltd. | British | ||
The following is a list of the directors and executive officers of Tembusu Capital Pte. Ltd.:
| Name, Business Address and Position |
Principal Occupation |
Citizenship | ||
| Gregory Tan 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891 (Director) |
Deputy General Counsel, Temasek International Pte. Ltd. |
Singaporean |
| Goh Bee Kheng 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891 (Director) |
Head, Investment Services, Managing Director – Finance, Temasek International Pte. Ltd. |
Singaporean |
The following is a list of the directors and executive officers of Bartley Investments Pte. Ltd.:
| Name, Business Address and Position |
Principal Occupation |
Citizenship | ||
| Poy Weng Chuen 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891 (Director) |
Director – Investment Services, Temasek International Pte. Ltd. |
Singaporean | ||
| Lee Ooi Keong 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891 (Director) |
Director – Risk Management, Temasek International Pte. Ltd. |
Singaporean |