CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES
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): October 30, 2006
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 47-0210602 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant
On October 30, 2006, Level 3 Communications, Inc. (the “Parent”) and its wholly owned subsidiary Level 3 Financing, Inc. (the “Issuer”) entered into an indenture (the “Indenture”) with The Bank of New York, as trustee, in connection with the Issuer’s issuance of $600,000,000 in aggregate principal amount of the Issuer’s 9.25% Senior Notes due 2014 (the “Notes”). The Notes were priced at 100% of par.
The Notes are senior unsecured obligations of the Issuer, ranking equal in right of payment with all other senior unsecured obligations of the Issuer. The Parent has guaranteed the Notes. The Notes will mature on November 1, 2014. Interest on the Notes will be payable on May 1 and November 1 of each year, beginning on May 1, 2007.
The Notes will be subject to redemption at the option of the Issuer, in whole or in part, at any time or from time to time, on or after November 1, 2010, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest thereon (if any) to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The redemption price for the Notes, if redeemed during the twelve months beginning (i) November 1, 2010 is 104.625%, (ii) November 1, 2011 is 102.313% and (iii) November 1, 2012 is 100.0%.
At any time or from time to time on or prior to November 1, 2009, the Issuer may redeem up to 35% of the original aggregate principal amount of the Notes at a redemption price equal to 109.250% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest thereon (if any) to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds contributed to the capital of the Issuer of one or more private placements to persons other than affiliates of Parent or underwritten public offerings of common stock of Parent resulting, in each case, in gross proceeds of at least $100 million in the aggregate;provided,however, that at least 65% of the original aggregate principal amount of the Notes would remain outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 90 days of such private placement or public offering upon not less than 30 nor more than 60 days’ prior notice.
The Notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
On October 30, 2006, the Parent, the Issuer and the initial purchasers of the Notes entered into a registration rights agreement (the “Registration Agreement”) regarding the Notes pursuant to which the Parent and the Issuer agreed to file an exchange offer registration statement with the Securities and Exchange Commission.
The Indenture is filed as Exhibit 4.1 to this Form 8-K and incorporated herein by reference. The descriptions of the material terms of the Indenture are qualified in their entirety by reference to such exhibit.
The Registration Agreement is filed as Exhibit 4.2 to this Form 8-K and incorporated herein by reference. The descriptions of the material terms of the Registration Agreement are qualified in their entirety by reference to such exhibit.
Item 9.01. Financial Statements and Exhibits
| (a) | Financial Statements of Business Acquired |
Not Applicable.
| (b) | Pro Forma Financial Information |
Not Applicable.
| (c) | Shell Company Transactions |
Not Applicable.
| (d) | Exhibits |
| 4.1 | Indenture, dated as of October 30, 2006, among Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York, as Trustee, relating to the 9.25% Senior Notes due 2014 of Level 3 Financing, Inc. | |
| 4.2 | Registration Agreement, dated October 30, 2006, among Level 3 Communications, Inc., Level 3 Financing, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC relating to Level 3 Financing, Inc.’s 9.25% Senior Notes due 2014. | |
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 | ||
October 30, 2006
Date
