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): October 16, 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 1.01 Entry into a Material Definitive Agreement
On October 12, 2006, Level 3 Financing, Inc., a wholly owned subsidiary of
Level 3 Communications, Inc. ("Level 3") entered into a Supplemental Indenture
dated as of October 12, 2006, supplementing the Indenture, dated as of March 14,
2006, among Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc.,
as Issuer, and The Bank of New York, as Trustee, relating to Level 3 Financing,
Inc.'s Floating Rate Senior Notes due 2011 (the "Floating Rate Notes"). This
Supplemental Indenture was entered into among Level 3 Financing, Inc., Level 3
Communications, LLC and The Bank of New York as Trustee. Pursuant to the
Supplemental Indenture to the Floating Rate Notes Indenture, Level 3
Communications, LLC has provided an unconditional, unsecured guaranty of the
Floating Rate Senior Notes. The Floating Rate Notes Supplemental Indenture is
filed as exhibit 4.1 to this Current Report and incorporated by reference as if
set forth in full.
On October 12, 2006, Level 3 Financing, Inc., a wholly owned subsidiary of
Level 3 entered into a second Supplemental Indenture dated as of October 12,
2006, supplementing the Indenture, dated as of March 14, 2006, among Level 3, as
Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York, as
Trustee, relating to the Floating Rate Senior Notes. This second Supplemental
Indenture was entered into among Level 3 Financing, Inc., Level 3, Level 3
Communications, LLC and The Bank of New York as Trustee. Pursuant to this
Supplemental Indenture to the Floating Rate Notes Indenture, the unconditional,
unsecured guaranty of Level 3 Communications, LLC of the Floating Rate Senior
Notes has been subordinated in any bankruptcy, liquidation or winding up
proceeding of Level 3 Communications, LLC to the obligations of Level 3
Communications, LLC under the Level 3 Financing, Inc. Amended and Restated
Credit Agreement. This Supplemental Indenture is filed as exhibit 4.2 to this
Current Report and incorporated by reference as if set forth in full.
On October 12, 2006, Level 3 Financing, Inc., a wholly owned subsidiary of
Level 3 entered into a Supplemental Indenture dated as of October 12, 2006,
supplementing the Indenture, dated as of March 14, 2006, among Level 3
Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The
Bank of New York, as Trustee, relating to Level 3 Financing, Inc.'s 12.25%
Senior Notes due 2013 (the "12.25% Notes"). This Supplemental Indenture was
entered into among Level 3 Financing, Inc., Level 3 Communications, LLC and The
Bank of New York as Trustee. Pursuant to the Supplemental Indenture to the
12.25% Notes Indenture, Level 3 Communications, LLC has provided an
unconditional, unsecured guaranty of the 12.25% Notes. The 12.25% Notes
Supplemental Indenture is filed as exhibit 4.3 to this Current Report and
incorporated by reference as if set forth in full.
On October 12, 2006, Level 3 Financing, Inc., a wholly owned subsidiary of
Level 3 entered into a second Supplemental Indenture dated as of October 12,
2006, supplementing the Indenture, dated as of March 14, 2006, among Level 3, as
Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York, as
Trustee, relating to the 12.25% Senior Notes. This second Supplemental Indenture
was entered into among Level 3 Financing, Inc., Level 3, Level 3 Communications,
LLC and The Bank of New York as Trustee. Pursuant to this Supplemental Indenture
to the 12.25% Senior Notes Indenture, the unconditional, unsecured guaranty of
Level 3 Communications, LLC of the 12.25% Senior Notes has been subordinated in
any bankruptcy, liquidation or winding up proceeding of Level 3 Communications,
LLC to the obligations of Level 3 Communications, LLC under the Level 3
Financing, Inc. Amended and Restated Credit Agreement. This Supplemental
Indenture is filed as exhibit 4.4 to this Current Report and incorporated by
reference as if set forth in full.
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 Supplemental Indenture, dated as of October 12, 2006, among Level 3
Financing, Inc., Level 3 Communications, LLC and The Bank of New York as
Trustee, supplementing the Indenture dated as of March 14, 2006, among
Level 3 Financing, Inc., Level 3 Communications, Inc. and The Bank of New
York as Trustee, relating to Level 3 Financing, Inc.'s Floating Rate Senior
Notes due 2011.
4.2 Supplemental Indenture, dated as of October 12, 2006, among Level 3
Financing, Inc., Level 3 Communications, Inc., Level 3 Communications, LLC
and The Bank of New York as Trustee, supplementing the Indenture dated as
of March 14, 2006, among Level 3 Financing, Inc., Level 3 Communications,
Inc. and The Bank of New York as Trustee, relating to Level 3 Financing,
Inc.'s Floating Rate Senior Notes due 2011.
4.3 Supplemental Indenture, dated as of October 12, 2006, among Level 3
Financing, Inc., Level 3 Communications, LLC and The Bank of New York as
Trustee, supplementing the Indenture dated as of March 14, 2006, among
Level 3 Financing, Inc., Level 3 Communications, Inc. and The Bank of New
York as Trustee, relating to Level 3 Financing, Inc.'s 12.25% Senior Notes
due 2013.
4.4 Supplemental Indenture, dated as of October 12, 2006, among Level 3
Financing, Inc., Level 3 Communications, Inc., Level 3 Communications, LLC
and The Bank of New York as Trustee, supplementing the Indenture dated as
of March 14, 2006, among Level 3 Financing, Inc., Level 3 Communications,
Inc. and The Bank of New York as Trustee, relating to Level 3 Financing,
Inc.'s 12.25% Senior Notes due 2013.
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: October 17, 2006