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 16, 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
Consent Solicitation
On February 16, 2007, Level 3 Communications, Inc. ("Level 3") issued a press
release announcing that its wholly owned subsidiary, Level 3 Financing, Inc.,
has commenced a consent solicitation with respect to certain amendments to the
indenture governing Level 3 Financing's outstanding 12.25% Senior Notes due 2013
(the "Consent Solicitation"). The Consent Solicitation will expire at 5:00 p.m.,
New York City time, on February 23, 2007, unless extended (such date, as it may
be extended, the "Consent Date").
On the terms and subject to the conditions of the Consent Solicitation, if Level
3 Financing receives the requisite consents and the supplemental indenture that
contains the amendments is executed, Level 3 Financing will pay, following the
Consent Date and the satisfaction of the other conditions contained in the
Consent Solicitation, to each Holder who has validly delivered (and has not
revoked) a valid consent on or prior to the Consent Date, $5.00 for each $1,000
in principal amount of 12.25% Senior Notes due 2013.
The press release is filed as Exhibit 99.1 to this Current Report and is
incorporated herein by reference as if set forth in full.
Tender Offers
On February 20, 2007, Level 3 issued a press release announcing that it
commenced a tender offer to purchase for cash any and all of its outstanding
11.5% Senior Notes due 2010 (the "11.5% Senior Notes") for a price equal to
$1,115.26 per $1,000 principal amount of the 11.5% Senior Notes, which includes
$1,085.26 as the purchase price and $30.00 as a consent payment (the "11.5%
Notes Tender Offer"). The 11.5% Senior Notes were initially issued in January
2006 in an aggregate principal amount of approximately $692 million, all of
which is currently outstanding.
The press release also announced that Level 3 commenced a tender offer to
purchase for cash any and all of its outstanding 10 3/4% Senior Euro Notes due
2008 (the "Senior Euro Notes") for a price equal to euro 1,061.45 per euro 1,000
principal amount of the Senior Euro Notes, which includes euro 1,031.45 as the
purchase price and euro 30.00 as a consent payment (the "Euro Tender Offer" and
together with the 11.5% Notes Tender Offer, the "Tender Offers"). The 10 3/4%
Senior Euro Notes due 2008 were initially issued in February 2000 in an
aggregate principal amount of euro 500 million, of which euro 49,773,000 is
currently outstanding.
In connection with the Tender Offers, Level 3 is 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 and certain events of default and respective 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 applicable 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 each series of notes
consent to the amendments to the applicable 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 16, 2007, relating to the consent solicitation
being made by Level 3 Financing, Inc.
99.2 Press Release dated February 20, 2007, relating to the launching of tender
offers by Level 3 Communications, 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 20, 2007
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