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 15, 2004
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 47-0210602
(State or other jurisdiction of (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)
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 8.01 Other Events.
On November 15, 2004, Level 3 Communications, Inc. ("Level 3") issued a press
release announcing that $1,104,727,255 aggregate principal amount of its debt
securities due 2008 specified in the table below (the "Notes") have been
tendered pursuant to Level 3's pending cash tender offers (the "Offers") as of
5:00 p.m., New York City time on Friday, November 12, 2004 (the "Early Tender
Date"). The terms and conditions of the Offers are set forth in Level 3's Offer
to Purchase dated October 29, 2004 and the related Letter of Transmittal.
Principal Principal Percentage
Acceptance Amount Amount of
-------- Outstanding Tendered as of Outstanding Tender Early
Title of Priority Maximum Early Tender Tendered Offer Tender Total
Security Level Offer Amount Date Consideration* Payment* Consideration*
1 $1,203,652,000 $450,000,000 $243,955,000 20.3% $ 837.50 $ 20.00 $ 857.50
9-1/8% Senior
Notes due
2008
2 $362,036,000 $362,036,000 $229,226,000 63.3% $ 867.50 $ 20.00 $ 887.50
11% Senior
Notes due
2008
3 $409,462,000 $409,462,000 $262,461,000 64.1% $ 837.50 $ 20.00 $ 857.50
10-1/2% Senior
Discount
Notes due
2008 **
4 EUR320,826,000 EUR320,826,000 EUR284,461,000 88.7% EUR830.00 EUR20.00 EUR850.00
10-3/4% Senior
Euro Notes
due 2008
* Per $1,000 or EUR1,000 principal amount of notes accepted for purchase, as
applicable.
** Principal amount outstanding represents principal amount at maturity.
Notes tendered pursuant to the Offers prior to 5:00 p.m., New York City time, on
the Early Tender Date may no longer be withdrawn. Notes tendered pursuant to the
Offers after 5:00 p.m., New York City time, on the Early Tender Date may be
withdrawn until 12:00 midnight on the Expiration Date (as defined in the Offer
to Purchase).
Level 3's obligation to accept for purchase Notes pursuant to the Offers is
conditioned on the receipt by the company's subsidiary, Level 3 Financing, Inc.,
of borrowings of at least $400 million under a proposed new senior secured
credit facility expected to mature in 2011, into which Level 3 Financing, Inc.
is seeking to enter. The Offers are subject to the satisfaction or waiver of
certain other conditions.
As described in the Offer to Purchase, Level 3 will have no obligation to accept
for purchase or to pay for Notes tendered pursuant to the Offers in an aggregate
principal amount in excess of $450 million. Validly tendered Notes in each
series will be accepted for payment in accordance with each series' "Maximum
Offer Amount" and "Acceptance Priority Level."
This press release is filed as Exhibit 99.1 to this Current Report and
incorporated by reference as if set forth in full.
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Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro forma financial information
None
(c) Exhibits
99.1 Press Release dated November 15, 2004.
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.
November 15, 2004 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Senior Vice President
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