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): June 2, 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 3.02. Unregistered Sales of Equity Securities
Item 8.01 Other Events
On June 2, 2006, Level 3 Communications, Inc. ("Level 3" or the "Company") and
its wholly owned subsidiary, Eldorado Acquisition One, Inc., signed a definitive
agreement and plan of merger (the "Merger Agreement") to acquire Looking Glass
Networks Holding Co., Inc., a privately held Illinois-based telecommunications
company ("Looking Glass").
Looking Glass, based in Oak Brook, Illinois, provides data transport services
including SONET/SDH, Wavelength and Ethernet as well as dark fiber and
carrier-neutral collocation. Looking Glass' network includes approximately 2,000
route miles serving 14 major metro markets, with lit fiber connectivity to
approximately 215 buildings. Looking Glass also has dark fiber connectivity to
approximately 250 additional buildings.
The Company's payments in this transaction will total $165 million. Under the
terms of the Merger Agreement, the Company will pay total consideration to
Looking Glass' securityholders of $96 million, consisting of approximately $87
million in unregistered shares of Level 3 common stock and approximately $9
million in cash. At closing, Level 3 will also pay Looking Glass liabilities of
approximately $69 million, which are primarily senior secured debt. The number
of shares of Level 3 common stock to be delivered to the securityholders of
Looking Glass in the transaction will be determined immediately prior to
closing, based on the trading price of Level 3's common stock over a specified
pre-closing period.
Consummation of the transaction is subject to customary closing conditions,
including receipt of applicable state and federal regulatory approvals. Closing
is expected to occur in the third quarter of 2006.
The shares of Level 3 common stock issued in the transaction will be issued to
the Looking Glass securityholders pursuant to the exemption from registration
contained in Section 4(2) of the Securities Act of 1933, as amended.
Level 3 and Cheshire Holding Corp., as agent for the securityholders of Looking
Glass, will enter into a registration rights agreement on the closing of the
transaction contemplated by the Merger Agreement (the "Registration Rights
Agreement") with respect to the shares of Level 3 common stock to be issued to
the Looking Glass securityholders. Pursuant to the Registration Rights Agreement
and within five business days following the consummation of the transaction
contemplated by the Merger Agreement, Level 3 will be required to file a
registration statement covering the shares of Level 3 common stock issued to the
Looking Glass securityholders under the Merger Agreement. The registration
statement will be effective automatically upon filing, allowing Looking Glass
securityholders then to sell the shares of Level 3 common stock they receive
without any limitations.
The form of Registration Rights Agreement is filed as Exhibit 10.1 to this Form
8-K and incorporated herein by reference. The descriptions of the material terms
of the Registration Rights Agreement are qualified in their entirety by
reference to such exhibit.
Item 7.01 Regulation FD Disclosure.
On June 5, 2006, Level 3 issued a press release announcing that it has signed a
definitive agreement to acquire all of the stock of Looking Glass Networks Co.,
Inc., a privately held Illinois-based telecommunications company. This press
release is furnished as Exhibit 99.1 to this Form 8-K. The furnishing of this
information shall not be deemed an admission as to the materiality of the
information included in this Form 8-K. This information is not filed but is
furnished to the Securities and Exchange Commission ("SEC") pursuant to Item
7.01 of Form 8-K.
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
10.1 Form of Registration Rights Agreement among Level 3 Communications, Inc., a
Delaware corporation and Cheshire Holding Corp., as agent for the
securityholders of the Looking Glass Networks Holding Co., Inc., a Delaware
corporation.
99.1 Press Release, dated June 5, 2006, of Level 3 Communications, Inc. relating
to the execution of a definitive agreement to acquire Looking Glass
Networks Holding Co., 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.
June 5, 2006 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Senior Vice President