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 24, 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)
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Item 5. Other Events
On February 24, 2000, Level 3 Communications, Inc. ("Level 3") issued a
press release relating to the pricing of its previously announced 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 24, 2000, related to the pricing of the
previously announced 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. 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.
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 24, 2000 relating to pricing
of the previously announced 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 25, 2000 By: /s/ Neil J. Eckstein
- ---------------------- ------------------------
Date Neil J. Eckstein, Vice President
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 PRICES DEBT SECURITY OFFERINGS
U.S. Debt Securities Generate Approximately $1.4 Billion of Gross Proceeds
And Euro Debt Offerings Generate 800(Euro) Million of Gross Proceeds
Net Proceeds to be Used to Implement Business Plan
BROOMFIELD, COLORADO, February 24, 2000 - Level 3 Communications, Inc.
(Nasdaq: LVLT) today announced that it had priced an offering of three tranches
of U.S. dollar denominated debt securities and two tranches of Euro denominated
debt securities.
U.S. Debt Securities
The company has agreed to sell $800 million aggregate principal amount of
11% Senior Notes due 2008, $675 million aggregate principal amount at maturity
of 12?% Senior Discount Notes due 2010 (resulting in gross proceeds to the
company of approximately $359.829 million) and $250 million aggregate principal
amount of 11 1/4% Senior Notes due 2010 (collectively, the Notes). The 11%
Senior Notes due 2008 will mature on March 15, 2008, the 12?% Senior Discount
Notes due 2010 will mature on March 15, 2010 and the 11 1/4% Senior Notes due
2010 will mature on March 15, 2010. The Notes are senior, unsecured obligations
of Level 3, ranking pari passu with all existing and future senior unsecured
indebtedness of Level 3. Cash interest on the 11% Senior Notes due 2008 and the
11 1/4% Senior Notes due 2010 is payable semiannually on March 15 and September
15 of each year, commencing on September 15, 2000. Cash interest will not accrue
on the 12?% Senior Discount Notes due 2010 prior to March 15, 2005. After March
15, 2005, cash interest will accrue on the 12?% Senior Discount Notes due 2010
and will be payable semiannually on March 15 and September 15 of each year,
commencing on September 15, 2005.
Euro Debt Securities
The company also announced that it had priced an offering of two tranches
of Euro denominated debt securities. The company agreed to sell 500(Euro)
million aggregate principal amount of 10 3/4% Senior Notes due 2008 and
300(Euro) million aggregate principal amount of 11 1/4% Senior Notes due 2010
(collectively, the Euro Notes). The 10 3/4% Senior Notes due 2008 will mature on
March 15, 2008 and the 11 1/4% Senior Notes due 2010 will mature on March 15,
2010. The Euro Notes are senior, unsecured obligations of Level 3, ranking pari
passu with all existing and future senior unsecured indebtedness of Level 3.
Cash interest on the Euro Notes is payable semiannually on March 15 and
September 15 of each year, commencing on September 15, 2000.
Level 3 currently intends to use the net proceeds of these 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.
The Notes and the Euro Notes offered by Level 3 were sold in a private
offering to "qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933 and the Euro Notes were also sold outside the United
States under Regulation S under the Securities Act of 1933. The Notes and the
Euro Notes 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.
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 that 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.
