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): March 19, 2010
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
(Address of principal executive offices) | | 80021 (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 March 19, 2010, Level 3 Financing, Inc. (“Level 3 Financing”), a wholly owned subsidiary of Level 3 Communications, Inc., entered into a Supplemental Indenture (the “Guarantee Supplemental Indenture”), dated as of March 19, 2010, to the Indenture, dated as of January 20, 2010, among Level 3 Communications, Inc., as Guarantor, Level 3 Financing, as Issuer, and The Bank of New York Mellon, as Trustee (the “Indenture”), relating to Level 3 Financing’s 10% Senior Notes due 2018 (the “Notes”). The Guarantee Supplemental Indenture was entered into among Level 3 Financing, Level 3 Communications, LLC (“Level 3 LLC”), a wholly owned subsidiary of Level 3 Communications, Inc., and The Bank of New York Mellon, as Trustee. Pursuant to the Guarantee Supplemental Indenture, Level 3 LLC has provided an unconditional, unsecured guaranty of the Notes. The Guarantee Supplemental Indenture is filed as exhibit 4.1 to this Current Report and is incorporated by reference as if set forth in full.
On March 19, 2010, Level 3 Financing entered into an additional Supplemental Indenture (the “Subordination Supplemental Indenture”), dated as of March 19, 2010, to the Indenture. The Subordination Supplemental Indenture was entered into among Level 3 Financing, Level 3 Communications, Inc., Level 3 LLC and The Bank of New York Mellon, as Trustee. Pursuant to the Subordination Supplemental Indenture, the unconditional, unsecured guaranty of Level 3 LLC of the Notes shall be subordinated in any bankruptcy, liquidation or winding up proceeding of Level 3 LLC to all obligations of Level 3 LLC under the Level 3 Financing Amended and Restated Credit Agreement dated as of March 13, 2007 (as amended and restated as of April 16, 2009 and as amended as of May 15, 2009, and as may be further amended, amended and restated or otherwise modified from time to time). The Subordination Supplemental Indenture is filed as exhibit 4.2 to this Current Report and is incorporated by reference as if set forth in full.
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
4.1 Supplemental Indenture, dated as of March 19, 2010, among Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The
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Bank of New York Mellon, as trustee, relating to Level 3 Communications, LLC’s unconditioned, unsecured guarantee of the 10% Senior Notes due 2018 of Level 3 Financing, Inc.
4.2 Supplemental Indenture, dated as of March 19, 2010, among Level 3 Communications, LLC, as guarantor, Level 3 Communications, Inc., as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon, as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 10% Senior Notes due 2018 of Level 3 Financing, Inc.
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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, hereunto duly authorized.
| Level 3 Communications, Inc. |
| | |
| | |
| By: | /s/ Neil J. Eckstein |
| | Neil J. Eckstein |
| | Senior Vice President |
| | |
Date: March 19, 2010 | | |
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Exhibit Index
Exhibit | | Description |
| | |
4.1 | | Supplemental Indenture, dated as of March 19, 2010, among Level 3 Communications, LLC, as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon, as trustee, relating to Level 3 Communications, LLC’s unconditioned, unsecured guarantee of the 10% Senior Notes due 2018 of Level 3 Financing, Inc. |
| | |
4.2 | | Supplemental Indenture, dated as of March 19, 2010, among Level 3 Communications, LLC, as guarantor, Level 3 Communications, Inc., as guarantor, Level 3 Financing, Inc., as issuer, and The Bank of New York Mellon, as trustee, relating to the subordination in any bankruptcy, liquidation or winding up proceeding of the guarantee by Level 3 Communications, LLC of the 10% Senior Notes due 2018 of Level 3 Financing, Inc. |
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