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EX-4.1 - EX-4.1 - Level 3 Parent, LLCa16-6963_1ex4d1.htm
EX-4.2 - EX-4.2 - Level 3 Parent, LLCa16-6963_1ex4d2.htm

 

 

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): March 22, 2016

 

Level 3 Communications, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

1-35134

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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

 

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

 

On March 22, 2016, 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 $775,000,000 aggregate principal amount of its 5.25% Senior Notes due 2026 (the “Notes”).

 

The net proceeds from the offering of the Notes, together with cash on hand, will be used to redeem all of Level 3 Financing’s approximately $775,000,000 outstanding aggregate principal amount of 7% Senior Notes due 2020, including accrued interest, applicable premiums and expenses.

 

The 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 Notes on an unsecured basis. The Notes will mature on March 15, 2026. Interest on the Notes will be payable on April 15 and October 15 of each year, beginning on October 15, 2016.

 

The 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 March 15, 2021 at 100% of the principal amount of 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 March 15, 2021, 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 Notes if redeemed during the twelve months beginning (i) March 15, 2021 is 102.625%, (ii) March 15, 2022 is 101.750%, (iii) March 15, 2023 is 100.875% and (iv) March 15, 2024 and thereafter is 100.000%.

 

At any time or from time to time on or prior to March 15, 2019, Level 3 Financing may redeem up to 40% of the original aggregate principal amount of the Notes at a redemption price equal to 105.25% of the principal amount of the 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 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 Notes was not registered under the Securities Act of 1933, as amended, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  The 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 the Indenture is attached as Exhibit 4.1 hereto and is incorporated by reference herein.

 

On March 22, 2016, Level 3, Level 3 Financing and the initial purchasers of the Notes entered into a registration rights agreement (the “Registration Agreement”) regarding the 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 the Registration Agreement is attached as Exhibit 4.2 hereto and is incorporated by reference herein.

 

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Item 8.01.   Other Events

 

On March 22, 2016, Level 3 Financing distributed a notice of redemption to the holders of Level 3 Financing’s 7% Senior Notes due 2020.  The redemption of all of Level 3 Financing’s outstanding 7% Senior Notes due 2020 is scheduled to occur on April 21, 2016.  In connection with such redemption, Level 3 Financing discharged the indenture governing such notes on March 22, 2016.

 

Item 9.01.    Financial Statements and Exhibits

 

(d) Exhibits

 

4.1               Indenture, dated as of March 22, 2016, 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 5.25% Senior Notes due 2026 of Level 3 Financing, Inc.

 

4.2               Registration Agreement, dated as of March 22, 2016, 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., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and J. P. Morgan Securities LLC, relating to Level 3 Financing, Inc.’s 5.25% Senior Notes due 2026.

 

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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: March 22, 2016

 

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Exhibit Index

 

Exhibit

 

Description

 

 

 

4.1

 

Indenture, dated as of March 22, 2016, 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 5.25% Senior Notes due 2026 of Level 3 Financing, Inc.

 

 

 

4.2

 

Registration Agreement, dated as of March 22, 2016, 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., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and J. P. Morgan Securities LLC, relating to Level 3 Financing, Inc.’s 5.25% Senior Notes due 2026.

 

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