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 2, 2000
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 47-0210602
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
<PAGE>
Item 5. Other Events
On February 2, 2000, Level 3 Communications, Inc. ("Level 3") issued a
press release relating to the proposed offering of its dollar denominated Senior
Notes due 2008, Senior Notes due 2010 and Senior Discount Notes due 2010 in a
transaction that is exempt from registration under the Securities Act of 1933,
as amended (the "Securities Act"). As required by Rule 135c under the Securities
Act, this press release is filed as Exhibit 99.1 to this Current Report and
incorporated by reference as if set forth in full.
That same press release on February 2, 2000, related to the proposed
offering of Level 3's euro denominated Senior Notes due 2008 and Senior Notes
due 2010 in a separate transaction that is exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"). As required by Rule
135c under the Securities Act, this press release is filed as Exhibit 99.1 to
this Current Report and incorporated by reference as if set forth in full.
That same press release related to the proposed offering by Level 3 in
separate offerings of an aggregate of 15 million shares of its common stock, par
value $.01 per share, in an underwritten offering in the United States and
outside the United States. Level 3 also agreed to grant the underwriters an
option to purchase an additional 2.25 million shares of common stock solely to
cover over-allotments. In addition, Level 3 proposed to offer $500 million
aggregate principal amount of Convertible Subordinated Notes due 2010 in an
underwritten offering. Level 3 has also granted the underwriters an option to
purchase an additional $75 million aggregate principal amount of Convertible
Subordinated Notes due 2010 to cover over-allotments. Each of these offerings is
being made pursuant to an effective registration statement.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro forma financial information
None
(c) Exhibits
99.1 Press Release dated February 2, 2000 relating to proposed
offering of dollar denominated Senior Notes due 2008, Senior
Notes due 2010 and Senior Discount Notes due 2008 and euro
denominated Senior Notes due 2008 and Senior Notes due 2010
<PAGE>
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, thereunto duly authorized.
Level 3 Communications, Inc.
February 4, 2000 By: /s/ Neil J. Eckstein
- --------------------- ------------------------
Date Neil J. Eckstein, Vice President
<PAGE>
Exhibit 99.1
[LOGO]
FOR IMMEDIATE RELEASE
Level 3 Contacts:
News Media: Josh Howell Investors: Julie Stangl
720/888-2517 720/888-2500
Steve Ingish
720/888-2521
LEVEL 3 COMMUNICATIONS ANNOUNCES SECURITIES OFFERINGS
Securities Offered Include 15 Million Shares of Common Stock,
$500 Million of Convertible Subordinated Notes,
an Aggregate of $1.0 Billion of Senior Notes and
Senior Discounts Notes and 400(Euro) Million of Senior Notes
BROOMFIELD, COLORADO, February 2, 2000 - Level 3 Communications, Inc. (Nasdaq:
LVLT) today announced a series of separate securities offerings. Salomon Smith
Barney Inc. is acting as global coordinator for the offerings. Each of the
offerings described above are separate offerings pursuant to separate offering
materials. No offering is conditioned on the closing of any other.
Common Stock Offering
Level 3 is offering an aggregate 15 million shares of its common stock, par
value $.01 per share, in an underwritten offering in the United States and
outside the United States. The company has agreed to grant the underwriters an
option to purchase an additional 2.25 million shares of common stock solely to
cover over-allotments. The offering in the United States will be made by a group
of underwriters being led by Salomon Smith Barney Inc., Goldman, Sachs & Co.,
J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Chase H & Q,
Credit Suisse First Boston Corporation, and Merrill Lynch, Pierce, Fenner &
Smith Incorporated. The offering outside of the United States is being made by a
group of underwriters being led by Salomon Brothers International Limited,
Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co.
International Limited, Credit Suisse First Boston (Europe) Limited, Merrill
Lynch International, Chase H & Q, Credit Lyonnais Securities, Kleinwort Benson
Limited and Societe Generale. Salomon Smith Barney Inc. is acting as sole book
running manager. The company currently expects that the offering will be
completed in February 2000.
Convertible Subordinated Note Offering
The company also announced today that it intends to offer $500 million aggregate
principal amount of Convertible Subordinated Notes due 2010 in an underwritten
offering. The company has also granted the underwriters an option to purchase an
additional $75 million aggregate principal amount of Convertible Subordinated
Notes due 2010 to cover over-allotments. The offering will be made by a group of
underwriters being led by Goldman, Sachs & Co., Salomon Smith Barney Inc., J.P.
Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Credit Suisse First
Boston Corporation. Goldman, Sachs & Co. and Salomon Smith Barney Inc. are
acting as joint book running managers. The company currently expects that the
offering will be completed in February 2000.
A registration statement relating to the Common Stock and the Convertible
Subordinated Notes has been declared effective by the Securities and Exchange
Commission. Offers and sales of the Common Stock and the Convertible
Subordinated Notes may be made only by the related prospectus and prospectus
supplement, which may be obtained from any of the underwriters referred to
above.
Dollar Denominated Debt Offering
The company also announced today that it plans to raise approximately $1.0
billion in a proposed private offering of senior notes due 2008, senior notes
due 2010 and senior discount notes due 2010 to "qualified institutional buyers"
as defined in Rule 144A under the Securities Act of 1933.
The senior notes due 2008, senior notes due 2010 and senior discount notes due
2010 proposed to be offered by Level 3 will not be registered under the
Securities Act of 1933 or any state securities laws and, unless so registered
may not be offered or sold except pursuant to an applicable exemption from the
registration requirements of the Securities Act of 1933 and applicable state
securities laws.
Euro Denominated Debt Offering
The company also announced today that it plans to raise approximately 400(Euro)
million in a proposed private offering of senior notes due 2008 and senior notes
due 2010 to "qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933 and outside the United States under Regulation S under
the Securities Act of 1933.
The senior notes due 2008 and senior notes due 2010 proposed to be offered by
Level 3 will not be registered under the Securities Act of 1933 or any state
securities laws and, unless so registered may not be offered or sold except
pursuant to an applicable exemption from the registration requirements of the
Securities Act of 1933 and applicable state securities laws.
Use of Proceeds
Level 3 currently intends to use the net proceeds of all of the offerings for
working capital, capital expenditures, acquisitions and other general corporate
purposes in connection with the implementation of its business plan. Although
the company evaluates potential acquisitions from time to time, the company has
no agreement or understanding with any person to effect any material
acquisition.
About Level 3 Communications
Level 3 (Nasdaq:LVLT) is a communications and information services company
offering a wide selection of IP-based services including broadband transport,
colocation services, submarine transmission services and the industry's first
Softswitch* based services. Level 3 offers services primarily to Web-centric
companies which deliver their services over the Level 3 Network. The Level 3
Network will include metropolitan networks in 56 U.S. markets and 21
international markets connected by an approximately 16,000 mile U.S. intercity
(long-distance) network, an approximately 4,750 mile European intercity network
and both transpacific and transatlantic undersea cables. The U.S. and first two
rings of the European intercity network are expected to be substantially
completed during the fourth quarter of 2000. Level 3 currently offers Internet
infrastructure services in 27 U.S. cities and four European markets. Its Web
address is www.Level3.com.
(* Softswitches are advanced software based switching systems, which enable
Level 3 to provide services combining the best features of the Internet and
traditional telephone networks.)
Forward Looking Statement
The statements made by Level 3 in this press release may be forward looking in
nature. Actual results may differ materially from those projected in
forward-looking statements. Level 3 believes that its primary risk factors
include, but are not limited to: substantial capital requirements; development
of effective internal processes and systems; the ability to attract and retain
high quality employees; changes in the overall economy; technology; the number
and size of competitors in its markets; law and regulatory policy; and the mix
of products and services offered in its target markets. Additional information
concerning these and other potential important factors can be found within Level
3's filings with the U.S. Securities and Exchange Commission. Statements in this
release should be evaluated in light of these important factors.
