Item 1.01. Entry into a Material Definitive Agreement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant

On January 29, 2015, Level 3 Communications, Inc. (“Level 3”) and its wholly owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), entered into an indenture (the “Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee, in connection with Level 3 Financing’s issuance of $500,000,000 aggregate principal amount of its 5.625% Senior Notes due 2023 (the “5.625% Senior Notes”). The net proceeds from the offering of the 5.625% Senior Notes, together with cash on hand, will be used to redeem all of Level 3 Financing’s approximately $500 million outstanding aggregate principal amount of  9.375% Senior Notes due 2019, including accrued interest, applicable premiums and expenses.

The 5.625% Senior Notes are senior unsecured obligations of Level 3 Financing, ranking equal in right of payment with all other senior unsecured obligations of Level 3 Financing. Level 3 has guaranteed the 5.625% Senior Notes on an unsecured basis. The 5.625% Senior Notes will mature on February 1, 2023. Interest on the 5.625% Senior Notes will be payable on June 15 and December 15 of each year, beginning on June 15, 2015.

The 5.625% Senior Notes will be subject to redemption at the option of Level 3 Financing, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days’ prior notice, (i) prior to February 1, 2018 at 100% of the principal amount of 5.625% Senior Notes so redeemed plus (A) the applicable make-whole premium set forth in the Indenture, as of the redemption date and (B) accrued and unpaid interest thereon (if any) up to, but not including, the redemption date, and (ii) on and after February 1, 2018, at the redemption prices set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date. The redemption price for the 5.625% Senior Notes if redeemed during the twelve months beginning (i) February 1, 2018 is 102.8125%, (ii) February 1, 2019 is 101.4063% and (iii) February 1, 2020 and thereafter is 100.0000%.

At any time or from time to time on or prior to February 1, 2018, Level 3 Financing may redeem up to 40% of the original aggregate principal amount of the 5.625% Senior Notes at a redemption price equal to 105.6250% of the principal amount of the 5.625% Senior Notes so redeemed, plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date, with the net cash proceeds contributed to the capital of Level 3 Financing from one or more private placements of Level 3 to persons other than affiliates of Level 3 or underwritten public offerings of common stock of Level 3 resulting, in each case, in gross proceeds of at least $100 million in the aggregate. However, at least 60% of the original aggregate principal amount of the 5.625% Senior Notes must remain outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 90 days following such private placement or public offering upon not less than 30 nor more than 60 days’ prior notice.

The offering of the 5.625% Senior Notes was not registered under the Securities Act of 1933, as amended, and the 5.625% Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  The 5.625% Senior Notes were sold to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended.

The foregoing description of the Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, a copy of which is attached as Exhibit 4.1 hereto and is incorporated by reference herein.

On January 29, 2015, Level 3, Level 3 Financing and the initial purchasers of the 5.625% Senior Notes entered into a registration rights agreement (the “Registration Agreement”) regarding the 5.625% Senior Notes pursuant to which Level 3 and Level 3 Financing agreed, among other things, to file an exchange offer registration statement with the Securities and Exchange Commission.

The foregoing description of the Registration Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Agreement, a copy of which is attached as Exhibit 4.2 hereto and is incorporated by reference herein.

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Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

4.1          Indenture, dated as of January 29, 2015, among Level 3 Communications, Inc., as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.625% Senior Notes due 2023 of Level 3 Financing, Inc.

4.2          Registration Agreement, dated as of January 29, 2015, among Level 3 Communications, Inc., Level 3 Financing, Inc. and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Barclays Capital Inc., Goldman, Sachs & Co., Jefferies LLC and J. P. Morgan Securities LLC, relating to Level 3 Financing, Inc.’s 5.625% Senior Notes due 2023.

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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.

Date: January 30, 2015

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Exhibit Index

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