CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES
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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): January 3, 2007
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 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported, on October 16, 2006, Level 3 Communications, Inc.,
a Delaware corporation ("Level 3" or the "Company"), Level 3 Services, Inc., a
Delaware corporation and a direct wholly owned subsidiary of Level 3 ("Merger
Sub"), Level 3 Colorado, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Level 3 ("Sister Subsidiary"), and Broadwing Corporation, a
Delaware corporation ("Broadwing"), entered into an Agreement and Plan of
Merger, as amended by an Amendment, dated as of November 21, 2006 (as amended,
the "Merger Agreement"), as described in the Current Report on Form 8-K filed by
Level 3 on October 16, 2006 and the Current Report on Form 8-K/A filed by Level
3 on November 27, 2006. Pursuant to the Merger Agreement, on January 3, 2007,
Merger Sub was merged with and into Broadwing (the "Merger") and Broadwing was
subsequently merged with and into Sister Subsidiary. In the Merger, Level 3 paid
consideration consisting of approximately 122 million shares of Level 3 common
stock and approximately $744 million in cash to the stockholders of Broadwing.
Broadwing, based in Austin, Texas, delivers data, voice and media solutions
to enterprises and service providers over its 19,000 mile intercity fiber
network. The description of the terms of the Merger Agreement is qualified in
its entirety by reference to the copy of the Merger Agreement as attached as
Annex A to the proxy statement/prospectus included in Level 3's Registration
Statement on Form S-4 (333-138462) filed on November 24, 2006.
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 January 3, 2007.
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: January 3, 2007