-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LUWg7HTpJYpfJ03r0rFw6RCJj6v3UVjkU9A4qjSAqZMRwlrfQlXOgetnFYu3aSyU YHBL7mdslp7WG9xg439mrQ== 0000794323-01-500021.txt : 20010911 0000794323-01-500021.hdr.sgml : 20010911 ACCESSION NUMBER: 0000794323-01-500021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010910 ITEM INFORMATION: Other events ITEM INFORMATION: FILED AS OF DATE: 20010910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEVEL 3 COMMUNICATIONS INC CENTRAL INDEX KEY: 0000794323 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 470210602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15658 FILM NUMBER: 1734321 BUSINESS ADDRESS: STREET 1: 1025 ELDORADO BOULEVARD STREET 2: 14TH FLOOR CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 3039263000 MAIL ADDRESS: STREET 1: 1000 KIEWIT PLAZA STREET 2: 14TH FL CITY: OMAHA STATE: NE ZIP: 68131 FORMER COMPANY: FORMER CONFORMED NAME: KIEWIT PETER SONS INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k_09102001.txt CURRENT REPORT 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): September 10, 2001 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) Item 5. Other Events On September 10, 2001, Level 3 Communications, Inc. ("Level 3") announced that Level 3 Finance, LLC ("Level 3 Finance"), its first tier, wholly owned subsidiary, has commenced "Modified Dutch Auction" tender offers for a portion of Level 3's debt and convertible debt securities. Level 3 Finance is offering to purchase these debt and convertible debt securities for cash, at prices determined by a "Modified Dutch Auction" procedure. The tender offer for each series of Notes will expire at 11:59 p.m., New York City time, on October 5, 2001, unless that offer is extended. On September 10, 2001, Level 3 issued a press release relating to the commencement of the tender offers. This press release, which summarizes the terms and conditions of each tender offer, 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 September 10, 2001 Press Release relating to the tender offers. Item 9. Regulation FD Disclosure On September 10, 2001, Level 3 Communications, Inc. ("Level 3") posted to its web site at www.Level3.com the following Questions and Answers relating to the tender offers commenced by Level 3 Finance, LLC. The furnishing of this information shall not be deemed an admission as to the materiality of the information included in this Current Report. This information is not filed but is furnished pursuant to Regulation FD. Q: What action did Level 3 Communications announce on September 10, 2001? A: Level 3 Communications announced, in accordance with applicable securities regulations, that its subsidiary, Level 3 Finance, LLC, is offering to purchase a portion of Level 3 Communications' outstanding senior notes and convertible subordinated notes utilizing a "modified Dutch auction" process. Q: What is Level 3 Finance, LLC? A: Level 3 Finance, LLC is a wholly owned subsidiary of Level 3 Communications, Inc. that has offered to purchase a portion of Level 3 Communications' outstanding senior notes and convertible subordinated notes utilizing a "modified Dutch auction" process. Q: How does a "modified Dutch auction" process work? A: During the20-business-day tender period (assuming no extension), which started on Monday,September 10, 2001, and is expected to end on Friday, October 5, 2001,noteholders have the ability to offer to sell to Level 3 Finance all or aportion of their notes within the price range specified by Level 3 Finance. Atthe expiration of the tender offers, Level 3 Finance will accept tenders as follows: 1) Level 3 Finance will accept tenders of notes starting at the lowest prices within a specified pricing range for each series of notes and will continue to accept tenders in order of increasing offer price until Level 3 Finance has purchased up to the specified maximum face value amount per series of notes. 2) Level 3 Finance will then pay to all noteholders whose tenders are accepted the highest price specified for a series of notes that is accepted for purchase by Level 3 Finance (the "Purchase Price") even if that price is higher than the price indicated by the noteholder. 3) If the aggregate principal amount of notes tendered at the highest Purchase Price exceeds the maximum face value amount of notes that is specified by Level 3 Finance at the Purchase Price, all securities tendered at prices below the applicable Purchase Price will be accepted, and acceptances of tenders at the Purchase Price will be allocated among tendering noteholders of the series of notes on a pro rata basis according to the principal amount tendered. Q: How much cash will Level 3 Finance spend in the tender offers? A: Level3 Finance will spend anywhere between $0 and approximately $814 million in cash, excluding accrued interest. The actual amount spent will depend on the amount of notes Level 3 Finance agrees to purchase in the tender offers. Level 3 Finance has the option to revise the tender offers, which may increase or decrease the range of possible amounts expended. Since the completion of the tender offers is subject to the satisfaction of certain customary conditions, Level 3 Finance will be obligated to spend this cash only if those conditions are satisfied. Q: Is there a minimum amount of debt Level 3 Finance is obligated to purchase regardless of price? A: No. If there are no offers within the pricingranges specified, Level 3 Finance is not obligated to purchase any notes. Q: In order for Level 3 Finance to complete one tender offer for a particular series of notes, does any other tender offer have to be completed as well? A: No, each series of notes is treated separately and therefore is not dependent on the successful tender of any other series. Q: Why is Level 3 Finance offering to purchase Level 3 Communications' outstanding senior notes and convertible subordinated notes? A: Given the current trading levels of the debt securities, which represent significant discounts to face value, Level 3 Communications believes purchasing debt securities at prices specified in the tender offer is a prudent use of cash. Q: What is the maximum amount of debt Level 3 Finance is offering to purchase? A: Assuming a sufficient amount of notes are offered within the price range specified in the Offer to Purchase document, Level 3 Finance will purchase up to an aggregate of $1.8 billion face amount of debt at maturity. Q: If Level 3 Finance purchases debt in accordance with the terms of the tender offers, is Level 3 Communications' business plan fully funded? A: Level 3 Communications believes that, given the expected cash flow effects of its previously disclosed initiatives and the proposed tender offers announced by Level 3 Finance, Level 3 Communications' business plan remains prefunded to free cash flow breakeven. 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. September 10, 2001 By: /s/ Neil J. Eckstein Date Neil J. Eckstein, Vice President EX-99 3 f8k1_09102001.txt PRESS RELEASE DATED 09/10/2001 [LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE Level 3 Contacts: Media: Josh Howell Investors: Robin Miller 720/888-2517 720/888-2518 Paul Lonnegren 720/888-6099 Level 3 Communications Announces "Modified Dutch Auction" Tender Offers for a Portion of its Debt Securities Tender Offers Apply to Maximum of $1.8 Billion Aggregate Face Amount of Debt at Maturity BROOMFIELD, Colo., September 10, 2001 - Level 3 Communications, Inc. (Nasdaq:LVLT) today announced that Level 3 Finance, LLC ("Level 3 Finance"), its first tier, wholly owned subsidiary, has commenced "Modified Dutch Auction" tender offers for a portion of Level 3 Communications, Inc.'s ("Level 3") senior debt and convertible debt securities described below. Level 3 Finance is offering to purchase for cash, at prices determined by a "Modified Dutch Auction" procedure within the purchase price ranges set forth in the table below, the following principal amount or principal amount at maturity of Level 3 Communications, Inc.'s 9-1/8% Senior Notes due 2008, 10-1/2% Senior Discount Notes due 2008, 10-3/4% Senior Notes due 2008, 11-1/4% Senior Notes due 2010, 11% Senior Notes due 2008, 11-1/4% Senior Notes due 2010, 12-7/8% Senior Discount Notes due 2010, 6% Convertible Subordinated Notes due 2009 and 6% Convertible Subordinated Notes due 2010. A separate offer is being made with respect to each series of Notes.
Maximum Amount Sought Maximum Principal Amount as Percentage of Purchase Price Range or Principal Amount Outstanding as of per $1,000 (or EURO1,000) Series of Notes at Maturity Sought 08/31/01 Principal Amount 9-1/8% Notes up to $400 million 20% $490 to $540 10-1/2% Discount Notes* up to $150 million 18% $330 to $360 10-3/4% Euro Notes up to EURO200 million 40% EURO490 to Euro530 11-1/4% Euro Notes up to EURO110 million 37% EURO510 to EURO550 11% Notes up to $250 million 31% $520 to $570 11-1/4% Notes up to $100 million 40% $500 to $550 12-7/8% Discount Notes* up to $100 million 15% $270 to $300 2009 Convertible Notes up to $300 million 43% $290 to $320 2010 Convertible Notes up to $225 million 27% $280 to $310 * Principal amount at maturity
The funds required for Level 3 Finance to consummate the tender offers have been contributed to Level 3 Finance by Level 3 from its available cash. The purchase price ranges listed above are per $1,000 (or EURO1,000 in the case of the Euro Notes) principal amount or principal amount at maturity in the case of the Discount Notes. The maximum aggregate principal amount (or principal amount at maturity, as applicable) listed above for a series of Notes is referred to as the "Offer Amount" for that series. Under the "Modified Dutch Auction" procedure, Level 3 Finance will accept tendered Notes in each offer in the order of the lowest to the highest tender prices specified by tendering holders within the applicable price range for the applicable series of Notes, and will select the single lowest price so specified (with respect to such series, the "Purchase Price") that will enable Level 3 Finance to purchase the Offer Amount for that series (or, if less than the Offer Amount for that series are tendered, all Notes of that series so tendered). Level 3 Finance will pay the same Purchase Price for all Notes of a given series that are tendered at or below the Purchase Price for that series, upon the terms and subject to the conditions of the applicable offer, including the proration terms for that offer. The tender offer for each series of Notes will expire at 11:59 p.m., New York City time, on October 5, 2001, unless that offer is extended. Tendered Notes may be withdrawn at any time prior to the applicable expiration date. In the event that the amount of any series of Notes tendered on or prior to the Expiration Date for that offer at or below the applicable Purchase Price exceeds the Offer Amount for that series then, subject to the terms and conditions of the applicable offer, Level 3 Finance will accept for payment such Notes of that series as follows. First, Level 3 Finance will accept for payment all Notes of that series that are tendered at prices below the applicable Purchase Price. Next, Level 3 Finance will accept for payment such Notes of that series that are tendered at the applicable Purchase Price on a pro rata basis from among the tendered Notes of that series. The terms and conditions of each offer are set forth in Level 3 Finance's Offer to Purchase, dated September 10, 2001. Subject to applicable law, Level 3 Finance may, in its sole discretion, waive any condition applicable to any tender offer or extend or terminate or otherwise amend any offer. No offer is conditioned on the consummation of any other offer, and no offer has as a condition that a minimum principal amount (or principal amount at maturity, as applicable) of Notes be tendered in that offer. The consummation of the tender offer for each series of Notes is subject to certain conditions, which are described in the Offer to Purchase. This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities, with respect to any series of Notes. The tender offers may only be made pursuant to the terms of the Offer to Purchase and the accompanying Letter of Transmittal. Salomon Smith Barney and JP Morgan are acting as dealer managers and Mellon Investor Services LLC is both the information agent and the depositary in connection with the tender offers. Copies of the Offer to Purchase, Letter of Transmittal and related documents may be obtained from the information agent at Mellon Investor Services LLC, 44 Wall Street, 7th Floor, New York, New York 10005, at (917) 320-6286 (banks and brokers) or (888) 788-1979 (toll free). Additional information concerning the terms of the tender offer, including all questions relating to the mechanics of the offer, may be obtained by contacting Salomon Smith Barney at (800) 558-3745 (toll-free) or (212) 723-6106 (call collect) or JP Morgan at (800) 245-8812 (toll-free) or (212) 270-1100 (call collect). In addition, the company will post on its web site, www.Level3.com, answers to certain questions regarding the offers. About Level 3 Communications Level 3 Communications, Inc. (Nasdaq:LVLT) is a global communications and information services company offering a wide selection of services including IP services, broadband transport, colocation services and the industry's first Softswitch based services. Its Web address is www.Level3.com. Forward Looking Statement Some of the statements made by the company and Level 3 Finance, LLC in this press release are forward-looking in nature. Actual results may differ materially from those projected in forward-looking statements. The company 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 the company's target markets. Additional information concerning these and other important factors can be found within the company's filings with the Securities and Exchange Commission. Statements in this release should be evaluated in light of these important factors. -30- -----END PRIVACY-ENHANCED MESSAGE-----