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): February 15, 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 8.01. Other Events
Private Offering
On February 15, 2007, Level 3 Communications, Inc. ("Level 3") issued a press
release relating to the closing of its wholly owned, first tier subsidiary Level
3 Financing, Inc.'s private offering of Floating Rate Notes due 2015 and 8.75%
Senior Notes due 2017 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 press release is filed as Exhibit 99.1 to this Current Report and are
incorporated herein by reference as if set forth in full.
Redemptions and Tender Offers
Also on February 15, 2007, Level 3 issued a press release announcing that it
called for redemption all of its outstanding $487,801,000 aggregate principal
amount of 12 7/8% Senior Notes due 2010 at a price equal to 102.146% of the
principal amount thereof, all of its outstanding $95,821,000 of 11.25% Senior
Notes due 2010 at a price equal to 101.875% of principal amount thereof and all
of its outstanding euro 104,325,000 of 11.25% Senior Euro Notes due 2010 at a
price equal to 101.875% of principal amount thereof. Level 3 will pay
accrued and unpaid interest on the senior notes to but not including the
redemption date. All of these senior notes will be redeemed by Level 3 on
March 16, 2007.
Level 3 also announced that its wholly owned subsidiary, Level 3 Financing, Inc.
("Level 3 Financing"), has commenced a tender offer to purchase for cash any and
all of Level 3 Financing's $150 million Floating Rate Notes due 2011 (the "Level
3 Financing Tender Offer"). Additionally, Level 3 commenced a tender offer to
purchase for cash any and all of its $78 million aggregate principal amount of
11% Senior Notes due 2008 (the "Level 3 Inc. Tender Offer," and together the
"Tender Offers.")
In connection with the Tender Offers, Level 3 and Level 3 Financing are
soliciting consents to certain proposed amendments to the respective indentures
governing the notes that are subject to the Tender Offers to eliminate
substantially all of the covenants, certain repurchase rights, certain discharge
rights and certain events of default and related provisions contained in those
indentures.
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The Tender Offers are also subject to the satisfaction or waiver of certain
other conditions as set forth in the Offer to Purchase. It is a condition to the
consummation of the Tender Offers that the holders of at least a majority of the
outstanding aggregate principal amount of the notes consent to the amendments to
the indenture governing those notes.
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 notes that
are the subject of the Tender Offers. The Tender Offers may only be made
pursuant to the terms of the respective Offer to Purchase and the related Letter
of Transmittal.
The press release is filed as Exhibit 99.2 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 February 15, 2007, relating to the closing of the
private offering of senior notes by Level 3 Financing, Inc.
99.2 Press Release dated February 15, 2007, relating to the redemption of senior
notes and the launching of tender offers by Level 3 Communications, Inc.
and 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, hereunto duly authorized.
Level 3 Communications, Inc.
By: /s/ Neil J. Eckstein
Neil J. Eckstein, Senior Vice President
Date: February 15, 2007
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