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): June 28, 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 1.01 Entry into a Material Definitive Agreement.
On March 13, 2007, Level 3 Communications, Inc. (the "Company"), as guarantor,
Level 3 Financing, Inc. ("Level 3 Financing"), a wholly owned subsidiary of the
Company, as borrower, Merrill Lynch Capital Corporation, as administrative agent
and collateral agent ("MLCC"), and certain lenders entered into a credit
agreement (the "Credit Agreement") pursuant to which the lenders extended a $1.4
billion senior secured term loan to Level 3 Financing.
Level 3 Financing's obligations under the Credit Agreement were, subject to
certain exceptions, secured by certain of the assets of (i) the Company; and
(ii) certain of the Company's material domestic subsidiaries which are engaged
in the telecommunications business and which were able to grant a lien on their
assets without regulatory approval. At the time that the Credit Agreement was
executed in March 2007, Level 3 Financing and the Company agreed to seek to
obtain the required regulatory approvals to permit Level 3 Communications, LLC
and its material domestic subsidiaries and certain other domestic subsidiaries
to guarantee and, subject to certain exceptions, pledge certain of their assets
to secure Level 3 Financing's obligations under the Credit Agreement. Those
required regulatory approvals have now been obtained.
On June 28, 2007, Level 3 Communications, LLC, Broadwing Communications, LLC,
ICG Communications, Inc., WilTel Communications, LLC and Eldorado Acquisition
Three, LLC (together, the "New Guarantors") executed Supplement No. 1
("Guarantee Supplement No. 1") to the Guarantee Agreement dated as of March 13,
2007, among the Company, certain subsidiaries of the Company and MLCC, as
administrative agent and collateral agent (the "Guarantee Agreement"). The
Guarantee Agreement was entered into as a component of the collateral to secure
Level 3 Financing's obligations under the Credit Agreement. As a result of this
action, the New Guarantors have guaranteed Level 3 Financing's obligations under
the Credit Agreement, subject to the terms and conditions of the Guarantee
Agreement. The form of Guarantee Agreement, including the form of Guarantee
Supplement No. 1 executed by the New Guarantors, was filed as Exhibit 10.2 to
the Company's Current Report on Form 8-K, filed with the Securities and Exchange
Commission on March 16, 2007, and is incorporated herein by reference as if set
forth in full.
On June 28, 2007, Level 3 Communications, LLC, Broadwing Corporation, Broadwing
Communications, LLC, ICG Communications, Inc., WilTel Communications Group, LLC,
WilTel Communications, LLC, Eldorado Acquisition Three, LLC and CIII
Communications, LLC (together the "New Grantors") executed Supplement No. 1
("Collateral Supplement No. 1") to the Collateral Agreement dated as of March
13, 2007 (the "Collateral Agreement"), among Level 3 Financing, the Company,
certain subsidiaries of the Company and MLCC, as collateral agent for the
Secured Parties (as defined in the Collateral Agreement). The Collateral
Agreement was entered into as a component of the collateral to secure Level 3
Financing's obligations under the Credit Agreement. As a result of this action,
the assets of the New Grantors are now subject to the terms and conditions of
the Collateral Agreement. The form of Collateral Agreement, including the form
of Collateral Supplement No. 1 executed by the New Grantors, was filed as
Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on March 16, 2007, and is incorporated herein
by reference as if set forth in full.
On June 28, 2007, Level 3 Communications, LLC, Broadwing Communications, LLC,
ICG Communications, Inc., WilTel Communications, LLC, Eldorado Acquisition
Three, LLC and CIII Communications, LLC executed Supplement No. 1 ("Indemnity
Supplement No. 1") to the Indemnity, Subrogation and Contribution Agreement
dated as of March 13, 2007 (the "Indemnity, Subrogation and Contribution
Agreement"), among Level 3 Financing, the Company, certain subsidiaries of the
Company and MLCC, as administrative agent and collateral agent. The Indemnity,
Subrogation and Contribution Agreement was entered into as a component of the
collateral to secure Level 3 Financing's obligations under the Credit Agreement.
As a result of this action, Level 3 Communications, LLC, Broadwing
Communications, LLC, ICG Communications, Inc., WilTel Communications, LLC,
Eldorado Acquisition Three, LLC and CIII Communications, LLC have become bound
to the terms and conditions of the Indemnity, Subrogation and Contribution
Agreement. The form of Indemnity, Subrogation and Contribution Agreement,
including the form of Indemnity Supplement No. 1 executed by these companies,
was filed as Exhibit 10.4 to the Company's Current Report on Form 8-K, filed
with the Securities and Exchange Commission on March 16, 2007, 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
10.1 Guarantee Agreement, dated March 13, 2007, among Level 3
Communications, Inc., the Subsidiaries party thereto and Merrill Lynch
Capital Corporation (filed as Exhibit 10.2 to the Registrant's Current
Report on Form 8-K, filed with the Securities and Exchange Commission
on March 16, 2007).
10.2 Collateral Agreement, dated March 13, 2007, among Level 3
Communications, Inc., the Subsidiaries party thereto and Merrill Lynch
Capital Corporation (filed as Exhibit 10.3 to the Registrant's Current
Report on Form 8-K, filed with the Securities and Exchange Commission
on March 16, 2007).
10.3 Indemnity, Subrogation and Contribution Agreement, dated March 13,
2007, among Level 3 Communications, Inc., Level 3 Financing, Inc., the
Subsidiaries party thereto and Merrill Lynch Capital Corporation (filed
as Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed
with the Securities and Exchange Commission on March 16, 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, hereunto duly authorized.
Level 3 Communications, Inc.
By: /s/ Neil J. Eckstein
Neil J. Eckstein, Senior Vice President
Date: June 29, 2007