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): May 2, 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
On May 2, 2007, Level 3 Communications, Inc. (the "Company") consented to
permitting Southeastern Asset Management, Inc. ("Southeastern") to purchase,
from time to time, on behalf of its institutional advisory clients, additional
shares of the Company's common stock in one or more transactions not involving
the issuance of securities by the Company, so long as, after giving effect to
such purchase, Southeastern would beneficially own no more than 381,869,219
shares of the Company's common stock (which would represent approximately 24.97%
of the Company's outstanding common stock based on the number of shares of the
Company's common stock outstanding as of May 1, 2007).
In connection with the purchase by Southeastern of the Company's 10% Convertible
Senior Notes due 2011 in April 2005, Southeastern agreed, for a five year
period, not to, without the prior written consent of the majority of the entire
Board of Directors of the Company, alone or in concert with others, acquire any
securities of the Company except pursuant to the conversion of convertible debt
of the Company held by Southeastern at such time. This limitation on purchases
is set forth in that certain Securities Purchase Agreement, dated as of February
18, 2005, by and among the Company and the Investors named on Exhibit A thereto,
which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K
dated February 24, 2005 (the "Securities Purchase Agreement"). In August 2006,
the Company previously granted a waiver of the standstill provisions contained
in the Securities Purchase Agreement that was granted by the Company, which was
filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated August
7, 2006. Primarily as a result of various issuances of securities by the Company
since April 2005, Southeastern's beneficial ownership of the Company's common
stock, as of May 1, 2007, was approximately 20.85%. At the request of
Southeastern, the Board of Directors of the Company consented to permitting
Southeastern to purchase additional shares of the Company's common stock subject
to the limitations described above. If Southeastern were to purchase the maximum
number of shares permitted by the consent, Southeastern would beneficially own
approximately 24.97% of the Company's outstanding common stock (based on the
number of shares of the Company's common stock outstanding as of May 1, 2007).
This percentage beneficial ownership would be consistent with the percentage
beneficial ownership for Southeastern that was contemplated by the waiver of the
standstill provisions contained in the Securities Purchase Agreement that was
granted by the Company in August 2006.
A copy of the consent is filed as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference in its entirety.
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
10.1 Consent, dated as of May 2, 2007, by Level 3 Communications,
Inc. relating to that certain Securities Purchase Agreement,
dated as of February 18, 2005, by and among Level 3
Communications, Inc. and the Investors named on Exhibit A
thereto.
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: May 2, 2007