The foregoing description of the Thirteenth Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the Thirteenth Amendment Agreement and the accompanying Restated Credit Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Level 3 Financing Senior Secured Notes
Also on November 29, 2019, Level 3 Financing entered into two separate indentures (each an “Indenture”, and collectively, the “Indentures”) with The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, in connection with Level 3 Financing’s issuance of (i) $750,000,000 aggregate principal amount of its 3.400% Senior Secured Notes due 2027 (the “2027 Notes”) and (ii) $750,000,000 aggregate principal amount of its 3.875% Senior Secured Notes due 2029 (the “2029 Notes” and together with the 2027 Notes, the “Notes”).
The net proceeds from the offering of the Notes, together with the net proceeds of the Tranche B 2027 Term Loan, were used
refinance Level 3 Financing’s Tranche B 2024 Term Loan under the Existing Credit Agreement.
Interest on the 2027 Notes will accrue from November 29, 2019 and is payable on March 1 and September 1 of each year, beginning on March 1, 2020. Interest on the 2029 Notes will accrue from November 29, 2019 and is payable on May 15 and November 15 of each year, beginning on May 15, 2020.
Each series of the Notes are (i) unsubordinated and secured obligations of Level 3 Financing, ranking equal in right of payment with all existing and future indebtedness of Level 3 Financing that is not expressly subordinated in right of payment to the Notes; (ii) secured on a senior lien basis by the collateral securing the Notes, subject to a shared lien of equal priority with the other senior secured obligations of Level 3 Financing secured by such collateral of Level 3 Financing and subject to other liens permitted by the applicable indenture related to such series of Notes; (iii) effectively senior to all existing and future senior unsecured indebtedness of Level 3 Financing to the extent of the value of the collateral provided by Level 3 Financing (after giving effect to the sharing of such value with holders of equal ranking liens on such collateral); (iv) contractually senior in right of payment to all existing and future indebtedness of Level 3 Financing that is expressly subordinated in right of payment to such series of Notes; (v) effectively subordinated to any obligations of Level 3 Financing secured by liens on assets of Level 3 Financing that do not constitute collateral, to the extent of the value of such assets; and (vi) effectively subordinated to all liabilities of Level 3 Financing’s subsidiaries that are not guarantors. For all purposes under the applicable indenture, holders of a series of Notes will vote, consent or otherwise take action as a separate class and not jointly with the other series of Notes.
The Notes are fully and unconditionally guaranteed, jointly and severally, on an unsubordinated and secured basis by Level 3 Parent and certain of Level 3 Parent’s material domestic subsidiaries which are engaged in the telecommunications business and which were able to guarantee the Notes without regulatory approval and, subject to the receipt of applicable regulatory approvals, Level 3 LLC and other material domestic subsidiaries of Level 3 Financing will guarantee each series of Notes. The Notes and, subsequent to receipt of any requisite governmental authorizations and consents, each such guarantee will be secured by the same collateral pledged by Level 3 Financing or such guarantor, as the case may be, to secure the Existing Credit Agreement or the guarantee thereof of each such guarantor, as applicable.
The 2027 Notes will be subject to redemption at the option of Level 3 Financing, in whole or in part, at any time or from time to time, upon not less than 10 nor more than 60 days’ prior notice, (i) prior to January 1, 2027 at 100% of the principal amount of 2027 Notes so redeemed plus (A) the applicable make-whole premium set forth in the Indenture, as of the redemption date and (B) accrued and unpaid interest thereon (if any) up to, but not including, the redemption date, and (ii) on and after January 1, 2027, at 100% of the principal amount of 2027 Notes so redeemed plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date.
The 2029 Notes will be subject to redemption at the option of Level 3 Financing, in whole or in part, at any time or from time to time, upon not less than 10 nor more than 60 days’ prior notice, (i) prior to August 15, 2029 at 100% of the principal amount of 2029 Notes so redeemed plus (A) the applicable make-whole premium set forth in the Indenture, as of the redemption date and (B) accrued and unpaid interest thereon (if any) up to, but not including, the redemption date, and (ii) on and after August 15, 2029, at 100% of the principal amount of 2029 Notes so redeemed plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date.
