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 27, 2002
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 47-0210602
(State or other jurisdiction (I.R.S. Employer
incorporation or organization 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)
Item 5. Other Events and Regulation FD Disclosures
In its press release issued on November 27, 2002, Level 3 Communications,
Inc. ("Level 3") announced that Level 3 and Genuity Inc. have signed a
definitive agreement under which Level 3 will acquire substantially all of the
assets of the Massachusetts-based communications company.
Level 3 will pay up to $242 million in cash and assume a significant
portion of existing long-term operating agreements to acquire Genuity's assets
and operations. To facilitate the transaction, Genuity filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code. Level 3's cash
consideration at closing could be reduced subject to certain material
adjustments. Closing is expected to occur during the first quarter of 2003. The
transaction is subject to approval by the bankruptcy court and certain
government regulatory agencies. All but one of Genuity's banks have signed an
agreement in support of the transaction.
Verizon has executed a new multi-year contract to purchase wholesale
dial-up, IP, transport and other services from Level 3, to take effect when the
transaction closes. In addition, America Online has signed an agreement
consenting to the transaction that contemplates Level 3 acquiring America
Online's network services agreement with Genuity.
Under the terms of the Level 3-Genuity agreement:
o Level 3 will pay up to $242 million in cash and assume a significant
portion of existing long-term operating agreements for Genuity's U.S.
assets and operations;
o Level 3's cash consideration at closing could be reduced subject to
certain material adjustments;
o The cash on Genuity's balance sheet, together with Level 3's cash
consideration, will be distributed to creditors of Genuity;
o Closing is subject to, among other customary conditions, receipt of
Hart-Scott-Rodino approval and other relevant regulatory approvals, as
well as bankruptcy court approval.
The November 27, 2002, Level 3 press release is filed as Exhibit 99.1 to
this Current Report and incorporated by reference as if set forth in full.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro forma financial information
None
(c) Exhibits
10.1 Asset Purchase Agreement by and among Level 3 Communications, Inc.,
Level 3 Communications, LLC, Genuity Inc., and the subsidiaries of
Genuity Inc. listed on the signature page hereto dated as of November
27, 2002
99.1 Press Release dated November 27, 2002, relating to transaction with
Genuity Inc.
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.
December 2, 2002 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Vice President