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): January 14, 2015
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 January 14, 2015, Level 3 Communications, Inc. (“Level 3”) issued a press release announcing that its wholly owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), plans to offer $500 million aggregate principal amount of senior unsecured notes that will mature in 2023 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 January 14, 2015, Level 3 issued a subsequent press release announcing that Level 3 Financing has agreed to sell $500 million aggregate principal amount of its 5.625% Senior Notes due 2023 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 January 14, 2015, relating to the launching of the private offering of $500 million of Senior Notes due 2023 by Level 3 Financing, Inc.
99.2 Press Release, dated January 14, 2015, relating to the pricing of the private offering of 5.625% Senior Notes due 2023 by 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. |
| |
| /s/ Neil J. Eckstein |
| Neil J. Eckstein |
| Senior Vice President |
Date: January 15, 2015
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EXHIBIT INDEX
Exhibit Number | | Exhibit |
| | |
99.1 | | Press Release, dated January 14, 2015, relating to the launching of the private offering of $500 million of Senior Notes due 2023 by Level 3 Financing, Inc. |
| | |
99.2 | | Press Release, dated January 14, 2015, relating to the pricing of the private offering of 5.625% Senior Notes due 2023 by Level 3 Financing, Inc. |
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