UNITED STATES
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): September 7, 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
Sale of Software Spectrum
Level 3 Communications, Inc. ("Level 3") announced on September 7,
2006, that it has completed the sale of 100% of the capital stock of its
indirect, wholly owned subsidiary, Software Spectrum, Inc. to Insight
Enterprises, Inc. In connection with the transaction, Level 3 received total
proceeds of $353 million in cash, consisting of a base purchase price of $287
million and an upward working capital adjustment of approximately $66 million.
The purchase price is subject to certain post-closing working capital
adjustments.
As a result of the completion of the sale of Software Spectrum, Inc., the
risk factors included in Level 3's filings with the Securities and Exchange
Commission relating to the business of Software Spectrum, Inc. are no longer
applicable.
Offer to Exchange 11.50% Notes
Level 3 announced on September 8, 2006, that it has extended to September
12, 2006 at 5:00 p.m. EDT, its offer to exchange up to $691,717,000 in aggregate
principal amount of its currently outstanding 11.50% Senior Notes due 2010 that
were issued and sold in transactions exempt from registration under the
Securities Act of 1933, as amended (the "Original Notes") for up to $691,717,000
in aggregate principal amount of its new 11.50% Senior Notes due 2010 that have
been registered with the Securities and Exchange Commission. The extension has
been made to allow holders of outstanding Original Notes who have not yet
tendered their Original Notes to do so. As of the close of business on September
7, 2006, approximately $637,487,000 million in aggregate principal amount of
Senior Notes had been validly tendered for exchange (without guarantees) and not
withdrawn.
This announcement does not constitute an offer to sell or buy any security
or a solicitation of any offer to buy securities. The exchange offer is being
made by means of a prospectus dated August 8, 2006, filed with the Securities
and Exchange Commission.
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
None
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.
By: /s/ Neil J. Eckstein
Neil J. Eckstein, Senior Vice President
Date: September 8, 2006