CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES
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): December 13, 2006
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-15658 47-0210602
(State or other (Commission File (IRS employer
jurisdiction of incorporation) Number) 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
Private Offering
On December 13, 2006, Level 3 issued press releases relating to its wholly
owned, first tier subsidiary Level 3 Financing, Inc., raising $650 million
aggregate principal amount of 9.25% Senior Notes due 2014 (the "9.25% Senior
Notes") 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 9.25% Senior Notes due 2014 that were
issued on October 30, 2006. The notes are being offered as additional notes
under the same indenture as the 9.25% Senior Notes issued on October 30, 2006,
and will be treated under that indenture as a single series of notes with the
outstanding 9.25% Senior Notes. The closing of the initial offering took place
on October 30, 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.
Tender Offer
Also on December 13, 2006, Level 3 issued a press release relating to Level 3
Financing, Inc. having commenced a tender offer to purchase for cash $500
million in aggregate principal amount of its 10.75% Senior Notes due 2011 (the
"10.75% Notes"), representing all of the 10.75% Notes currently outstanding.
In connection with the offer to purchase, Level 3 Financing is soliciting
consents to certain proposed amendments to the indenture governing the 10.75%
Notes to eliminate substantially all of the covenants, certain repurchase rights
and certain events of default and related provisions contained in the indenture.
Holders of 10.75% Notes validly tendered prior to 5:00 p.m., New York City time
on December 27, 2006, unless extended or earlier terminated (the "Consent
Time"), if such 10.75% Notes are accepted for purchase, will receive the total
consideration of $1,092.21 per $1,000 principal amount of the 10.75% Notes,
which includes $1,062.21 as the tender offer consideration and $30 as a consent
payment. The tender offer is scheduled to expire at 5:00 p.m., New York City
time, on January 11, 2007, unless extended or earlier terminated (the
"Expiration Date"). Payment for 10.75% Notes validly tendered on or prior to the
Consent Time and accepted for purchase will be made promptly after the Consent
Time. Holders of 10.75% Notes who validly tender after the Consent Time and on
or prior to the Expiration Date, if such 10.75% Notes are accepted for purchase,
will receive the tender offer consideration but will not receive the consent
payment. Payment for 10.75% Notes validly tendered after the Consent Time and on
or prior to the Expiration Date and accepted for purchase will be made promptly
after the Expiration Date. Accrued interest up to, but not including, the
applicable settlement date will be paid in cash on all validly tendered and
accepted 10.75% Notes.
Level 3 Financing intends to fund the purchase of the 10.75% Notes tendered with
net proceeds from borrowings under the proposed private debt offering described
above.
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Level 3 Financing's obligation to purchase 10.75% Notes pursuant to the tender
offer is conditioned on the consummation, prior to the initial payment date for
tenders of 10.75% Notes, of the debt offering described above. The tender offer
is also subject to the satisfaction or waiver of certain other conditions as set
forth in the Offer to Purchase.
This report is not an offer to purchase, a solicitation of an offer to purchase,
or a solicitation of an offer to sell securities with respect to the 10.75%
Notes. The tender offer may only be made pursuant to the terms of the Offer to
Purchase and the related Letter of Transmittal.
The press release is filed as Exhibit 99.3 to this Current Report and is
incorporated herein 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
99.1 Press Release dated December 13, 2006, relating to the launching of the
private offering of senior notes by Level 3 Financing, Inc.
99.2 Press Release dated December 13, 2006, relating to the pricing of the
private offering of senior notes by Level 3 Financing, Inc.
99.3 Press Release dated December 13, 2006, relating to the launching of the
tender offer for 10.75% Senior Notes due 2011 by Level 3 Financing, Inc.
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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.
By: /s/ Neil J. Eckstein
Neil J. Eckstein, Senior Vice President
Date: December 15, 2006
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