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): May 11, 2005
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 1.01 Entry into a Material Definitive Agreement.
On December 1, 2004, Level 3 Communications, Inc. (the "Company"), as guarantor,
Level 3 Financing, Inc. ("Level 3 Financing"), a wholly owned subsidiary of the
Company, as borrower, Merrill Lynch Capital Corporation, as administrative agent
and collateral agent, and certain lenders entered into a credit agreement (the
"Credit Agreement") pursuant to which the lenders extended a $730 million senior
secured term loan to Level 3 Financing.
Level 3 Financing's obligations under the Credit Agreement were, subject to
certain exceptions, secured by certain of the assets of (i) the Company; and
(ii) certain of the Company's material domestic subsidiaries which are engaged
in the telecommunications business and which were able to grant a lien on their
assets without regulatory approval. At the time that the Credit Agreement was
executed in December 2004, Level 3 Financing and the Company agreed to seek to
obtain the required regulatory approvals to permit Level 3 Communications, LLC
and its material domestic subsidiaries to guarantee and, subject to certain
exceptions, pledge certain of their assets to secure the obligations under the
Credit Agreement. Those required regulatory approvals have now been obtained.
On May 11, 2005, Level 3 Communications, LLC executed Supplement No. 1 to the
Collateral Agreement dated as of December 1 , 2004 (the "Collateral Agreement"),
among Level 3 Financing, the Company, certain subsidiaries of the Company and
Merrill Lynch Capital Corporation, ("MLCC"), as collateral agent for the Secured
Parties (as defined in the Collateral Agreement.) The Collateral Agreement was
entered into as a component of the collateral to secure Level 3 Financing's
obligations under the Credit Agreement. As a result of this action, the assets
of Level 3 Communications, LLC are now subject to the terms and conditions of
the Collateral Agreement. The form of Collateral Agreement, including the form
of Supplement, was filed as Exhibit 10.3 to the Company's Current Report on Form
8-K, filed with the Securities and Exchange Commission on December 1, 2004 and
is incorporated herein by reference as if set forth in full.
On May 11, 2005, Level 3 Communications, LLC executed Supplement No. 1, to the
Guarantee Agreement dated as of December 1, 2004, among the Company, certain
subsidiaries of the Company and MLCC, as administrative agent and collateral
agent for the Secured Parties (as defined in the Credit Agreement) (the
"Guarantee Agreement"). The Guarantee Agreement was entered into as a component
of the collateral to secure Level 3 Financing's obligations under the Credit
Agreement. As a result of this action, Level 3 Communications, LLC has
guaranteed Level 3 Financing's obligations under the Credit Agreement, subject
to the terms and conditions of the Guarantee Agreement. The form of Guarantee
Agreement, including the form of Supplement, was filed as Exhibit 10.2 to the
Company's Current Report on Form 8-K, filed with the Securities and Exchange
Commission on December 1, 2004 and is incorporated herein by reference as if set
forth in full.
On May 11, 2005, Level 3 Communications, LLC executed Supplement No. 1, to the
Indemnity, Subrogation and Contribution Agreement dated as of December 1, 2004
(the "Indemnity, Subrogation and Contribution Agreement"), among Level 3
Financing, the Company, certain subsidiaries of the Company and MLCC, as
administrative agent and collateral agent for the Secured Parties (as defined in
the Credit Agreement). The Indemnity, Subrogation and Contribution Agreement was
entered into as a component of the collateral to secure Level 3 Financing's
obligations under the Credit Agreement. As a result of this action, Level 3
Communications, LLC has become bound to the terms and conditions of the
Indemnity, Subrogation and Contribution Agreement. The form of Indemnity,
Subrogation and Contribution Agreement, including the form of Supplement, was
filed as Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on December 1, 2004 and is incorporated
herein by reference as if set forth in full.
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As a result of these actions and certain related filings of financial statements
under the Uniform Commercial Code, the Enhanced Collateral Date, as defined in
the Credit Agreement has occurred, and Technology Spectrum, Inc. (formerly known
as Eldorado Marketing, Inc.), Software Spectrum, Inc. and (i)Structure, LLC have
been fully released from their respective pledge and guarantee obligations under
the Credit Agreement and as contemplated by the Collateral Agreement, the
Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro forma financial information
None
(c) Exhibits
10.1 Guarantee Agreement, dated December 1, 2004, among Level 3 Communications,
Inc., the Subsidiaries party thereto and Merrill Lynch Capital Corporation
(filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K,
filed with the Securities and Exchange Commission on December 1, 2004).
10.2 Collateral Agreement, dated December 1, 2004, among Level 3 Financing,
Inc., Level 3 Communications, Inc., Level 3 Communications, LLC and Merrill
Lynch Capital Corporation (filed as Exhibit 10.3 to the Registrant's
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on December 1, 2004.
10.3 Indemnity, Subrogation and Contribution Agreement, dated December 1, 2004,
among Level 3 Communications, Inc., Level 3 Financing, Inc., the
Subsidiaries party thereto and Merrill Lynch Capital Corporation (filed as
Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on December 1, 2004).
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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, thereunto duly authorized.
Level 3 Communications, Inc.
May 13, 2005 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Senior Vice President
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