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| LVLT > SEC Filings for LVLT > Form 8-K on 2-Jul-2009 | All Recent SEC Filings |
2-Jul-2009
Creation of a Direct Financial Obligation or an Obligation under an Of
On June 26, 2009, Level 3 Communications, Inc. (the "Company") consummated certain transactions contemplated by an Amended and Restated Exchange Agreement (the "Exchange Agreement"), dated as of June 26, 2009, between the Company and an institutional investor (the "Investor"), amending the Exchange Agreement, dated as of June 21, 2009, by and between the Company and the Investor. Pursuant to the Exchange Agreement, the Company agreed to exchange $142,079,000 aggregate principal amount of the Company's 6% Convertible Subordinated Notes due 2010 and $139,820,000 aggregate principal amount of the Company's 2.875% Convertible Senior Notes due 2010 (together, the "Existing Notes") held by the Investor for $200,000,000 aggregate principal amount of the Company's 7% Convertible Senior Notes due 2015 (the "New Notes") and $78,208,900.00 in cash, plus accrued and unpaid interest on the Existing Notes. On June 26, 2009, in exchange for certain of the Existing Notes, the Company issued the New Notes and paid $58,196,337.19 in cash to the Investor, plus accrued and unpaid interest on the Existing Notes that were exchanged. The remaining Existing Notes were subsequently exchanged for $20,012,562.81 in cash, plus accrued and unpaid interest on those Existing Notes.
The Notes were issued pursuant to an Indenture, dated as of June 26, 2009 (the "Indenture"), between the Company and The Bank of New York Mellon, as Trustee (the "Trustee"). A copy of the executed Indenture is attached hereto as Exhibit 4.1, and incorporated herein by reference.
The Notes are senior unsecured obligations of the Company, ranking equal in right of payment with all the Company's existing and future unsubordinated indebtedness. The Notes will mature on March 15, 2015 and pay 7% annual cash interest. Interest on the Notes will be payable on March 15 and September 15 of each year, commencing on September 15, 2009.
The Notes are convertible by the Investor into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at an initial conversion price of $1.80 per share (which is equivalent to a conversion rate of 555.5556 shares of Common Stock per $1,000 principal amount of Notes), subject to adjustment upon certain events, at any time before the close of business on March 15, 2015. The Investor may require the Company to repurchase all or any part of the Notes upon the occurrence of a designated event (change of control or a termination of trading) at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the repurchase date, if any. In addition, if a holder elects to convert its Notes in connection with certain changes in control, the Company will pay, to the extent described in the Indenture, a make-whole premium by increasing the number of shares deliverable upon conversion of such Notes.
On June 22, 2009, the Company issued a press release announcing the exchange transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
(a) Financial Statements of Business Acquired
None
(b) Pro Forma Financial Information
None
(c) Shell Company Transactions
None
(d) Exhibits
4.1 Indenture, dated as of June 26, 2009, by and between the Company and The Bank of New York Mellon, as trustee.
99.1 Press Release, dated June 22, 2009.
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