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): November 17, 2014
Level 3 Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 01-35134 | | 47-0210602 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1025 Eldorado Blvd., Broomfield, Colorado | | 80021 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (720) 888-1000
N/A
(Former name or 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 8.01. Other Events
On November 17, 2014, Level 3 Communications, Inc. (“Level 3”) issued a press release announcing that it plans to offer $600 million aggregate principal amount of senior unsecured notes that will mature in 2022 and will bear interest at a fixed rate in a proposed private offering to “qualified institutional buyers”, as defined in Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended.
That press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full.
On November 17, 2014, Level 3 issued a subsequent press release announcing that it has agreed to sell $600 million aggregate principal amount of its 5.75% Senior Notes due 2022 in a private offering to qualified institutional buyers and to non-U.S. persons outside the United States under Regulation S.
That press release is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference as if set forth in full.
Item 9.01. Financial Statements and Exhibits
(d) | | Exhibits |
| | |
99.1 | | Press Release, dated November 17, 2014, relating to the launching of the private offering of $600 million of Senior Notes due 2022 by Level 3 Communications, Inc. |
| | |
99.2 | | Press Release, dated November 17, 2014, relating to the pricing of the private offering of 5.75% Senior Notes due 2022 by Level 3 Communications, 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. |
| |
| /s/ Neil J. Eckstein |
| Neil J. Eckstein |
| Senior Vice President |
Date: November 19, 2014
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EXHIBIT INDEX
Exhibit Number | | Exhibit |
| | |
99.1 | | Press Release, dated November 17, 2014, relating to the launching of the private offering of $600 million of Senior Notes due 2022 by Level 3 Communications, Inc. |
| | |
99.2 | | Press Release, dated November 17, 2014, relating to the pricing of the private offering of 5.75% Senior Notes due 2022 by Level 3 Communications, Inc. |
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