UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 16, 2009
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | | 0-15658 | | 47-0210602 |
(State or other | | (Commission File | | (IRS employer |
jurisdiction of incorporation) | | Number) | | Identification No.) |
| | | | |
1025 Eldorado Blvd., Broomfield, Colorado | | 80021 |
(Address of principal executive offices) | | (Zip code) |
720-888-1000
(Registrant’s telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 16, 2009, Level 3 Communications, Inc. (“the Company” or “Level 3”) announced that on April 16, 2009, Level 3 Financing, Inc. (“Level 3 Financing”), a wholly owned subsidiary of Level 3, entered into an Amendment Agreement (the “Amendment”) to its Existing Credit Facility (as defined below), pursuant to which the Existing Credit Agreement (as defined below) was amended and restated (as amended and restated, the “Amended and Restated Credit Agreement”) so as to increase the borrowings under the Existing Credit Facility through the creation of a $220 million Tranche B Term Loan (the “Tranche B Term Loan”). The Tranche B Term Loan matures on March 13, 2014 (the “Maturity Date”) and has an interest rate of, in the case of any Alternate Base Rate Loan, the Alternate Base Rate plus 7.50% per annum, and in the case of any Eurodollar Loan, LIBOR plus 8.50% per annum, with LIBOR set at a minimum of 3.00%. A press release relating to that announcement is attached hereto as Exhibit 99.1.
The Company, as guarantor, Level 3 Financing, as borrower, Merrill Lynch Capital Corporation (“Merrill Lynch”), as administrative agent and collateral agent, and certain other agents and certain lenders are party to a credit agreement, dated March 13, 2007, pursuant to which the lenders extended a $1.4 billion senior secured term loan (the “Existing Term Loan”) to Level 3 Financing (the “Existing Credit Agreement” and, together with the guarantee agreements, collateral documents and other ancillary documents entered into in connection therewith, the “Existing Credit Facility”). The Existing Term Loan matures on the Maturity Date and has an interest rate of, in the case of any Alternate Base Rate Loan, the Alternate Base Rate plus 1.25% per annum, and in the case of any Eurodollar Loan, LIBOR plus 2.25% per annum.
The net proceeds of the Tranche B Term Loan of approximately $214 million (a) were advanced by Level 3 Financing to Level 3 Communications, LLC (“Level 3 LLC”), a subsidiary of the Company, against delivery of an amended and restated loan proceeds note and (b) will be used for general corporate purposes.
Level 3 Financing’s obligations under the Tranche B Term Loan are, subject to certain exceptions, secured by certain of the assets of (i) the Company and (ii) certain of the Company’s material domestic subsidiaries which are engaged in the telecommunications business and which were able to grant a lien on their assets without regulatory approval. The Company and certain of its subsidiaries have also guaranteed the obligations of Level 3 Financing under the Tranche B Term Loan. Upon obtaining regulatory approvals, Level 3 LLC and its material domestic subsidiaries will guarantee and, subject to certain exceptions, pledge certain of their assets to secure the obligations under the Tranche B Term Loan.
No changes have been made to any of the restrictive covenants or events of default contained in the Existing Credit Facility.
The Amendment, which includes a copy of the Amended and Restated Credit Agreement, is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”). The descriptions of the material terms of the Amendment contained in this Current Report are qualified in their entirety by reference to such exhibit.
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In addition to the Amendment, in connection with the Tranche B Term Loan, the Company and its subsidiaries entered into the following agreements on April 16, 2009:
· Amended and Restated Loan Proceeds Note issued by Level 3 LLC and Level 3 Financing, filed as Exhibit 10.2 to this Current Report; and
· Amended and Restated Loan Proceeds Note Collateral Agreement among Level 3 Financing, the Company and Merrill Lynch, filed as Exhibit 10.3 to this Current Report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (a) | | Financial Statements of Business Acquired |
| | | |
| | | None |
| | | |
| (b) | | Pro Forma Financial Information |
| | | |
| | | None |
| | | |
| (c) | | Shell Company Transactions |
| | | |
| | | None |
| | | |
| (d) | | Exhibits |
| | | |
| 10.1 | | Amendment Agreement to Credit Agreement, dated as of April 16, 2009, among Level 3 Communications, Inc., Level 3 Financing, Inc., the Lenders party thereto and Merrill Lynch Capital Corporation. |
| | | |
| 10.2 | | Amended and Restated Loan Proceeds Note, dated April 16, 2009, issued by Level 3 Communications, LLC to Level 3 Financing. |
| | | |
| 10.3 | | Amended and Restated Loan Proceeds Note Collateral Agreement, dated April 16, 2009, among Level 3 Financing, Inc., Level 3 Communications, Inc. and Merrill Lynch Capital Corporation. |
| | | |
| 99.1 | | Press Release dated April 16, 2009, relating to the closing of transactions contemplated by the Amendment Agreement attached to this Current Report on Form 8-K as Exhibit 10.1. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Level 3 Communications, Inc. |
| |
| By: | /s/ Neil J. Eckstein |
| Neil J. Eckstein, Senior Vice President |
Date: April 17, 2009
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