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): April 3, 2006
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 April 3, 2006, Level 3 issued two press releases relating to its wholly
owned, first tier subsidiary Level 3 Financing, Inc., raising $300 million
aggregate principal amount of 12.25% Senior Notes due 2013 in a private offering
to "qualified institutional buyers" as defined in Rule 144A under the Securities
Act of 1933 and outside the United States under Regulation S under the
Securities Act of 1933. The senior notes offered represent an additional
offering of the 12.25% Senior Notes due 2013 that were issued on March 14, 2006.
The notes offered in this offering were offered as additional notes under the
same indenture as the 12.25% Senior Notes issued on March 14, 2006, and will be
treated under that indenture as a single series of notes with the outstanding
12.25% Senior Notes. The senior notes were priced at 102% of the principal
amount plus accrued interest from March 14, 2006. The closing of the offering
took place on April 6, 2006.
The press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to
this Current Report and are incorporated herein by reference as if set forth in
full.
On April 6, 2006, Level 3 Communications, Inc., Level 3 Financing, Inc. and the
initial purchasers of the senior notes entered into a registration rights
agreement (the "Registration Agreement) regarding the senior notes pursuant to
which Level 3 Communications, Inc. and Level 3 Financing, Inc. agreed to file an
exchange offer registration statement with the Securities and Exchange
Commission. The Registration Agreement is filed as Exhibit 4.1 to this Form 8-K
and incorporated herein by reference as if set forth in full. The descriptions
of the material terms of that agreement are qualified in their entirety by
reference to such exhibit.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro forma financial information
None
(c) Shell company transactions
None
(d) Exhibits
4.1 Registration Agreement dated April 6, 2006, among Level 3 Communications,
Inc., Level 3 Financing, Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities Inc. relating to Level 3 Financing,
Inc.'s 12.25% Senior Notes due 2013.
99.1 Press Release dated April 3, 2006, relating to the launching of the private
offering of senior notes by Level 3 Financing, Inc.
99.2 Press Release dated April 3, 2006, relating to the pricing of the private
offering of senior notes by Level 3 Financing, 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.
April 6, 2006 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Senior Vice President