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LVLT > SEC Filings for LVLT > Form 8-K on 25-Nov-2013All Recent SEC Filings

Show all filings for LEVEL 3 COMMUNICATIONS INC



Other Events

Item 8.01. Other Events

Walter Scott Retirement
On November 25, 2013, Level 3 Communications, Inc. ("Level 3") announced that Walter Scott, Jr., the Chairman of the Board of Directors of Level 3 intends to retire from the Board of Directors effective with the May 2014 Annual Meeting of Stockholders. In connection with his retirement, Scott will not stand for reelection at the May 2014 Annual Meeting. Scott, 82, has served as chairman of the Board since 1979 and has been a member of the Board since 1964.

In connection with this announcement, the Board of Directors (the "Board") has adopted a transition plan for the Chairman's role. As part of the transition plan, it is anticipated that immediately after Level 3's annual meeting of stockholders in May 2014, James O. Ellis, Jr. will be appointed as Scott's successor. Ellis is also currently a member of the Board of Directors of Lockheed Martin Corporation, Dominion Resources, Inc. and Inmarsat PLC. Ellis has been a member of the Board since March 2005 and is the chairman of the Board's Classified Business and Security Committee and a member of the Nominating and Governance Committee. Ellis retired with the rank of Admiral from the U.S. Navy after 35 years of service.

Redemption of 6.5% Convertible Senior Notes due 2016 On November 25, 2013, Level 3 also announced that it has notified the holders of its 6.5% Convertible Senior Notes due 2016 (the "6.5% Notes") that the company will be redeeming the 6.5% Notes on December 26, 2013 for a redemption price equal to 100% of their principal amount, plus accrued but unpaid interest up to, but not including, the redemption date. Approximately $201,250,000 principal amount of 6.5% Notes remain outstanding.

The 6.5% Notes will continue to be convertible into Level 3 common stock until December 24, 2013, the last trading day prior to the redemption date. For each $1,000 principal amount of the 6.5% Notes surrendered for conversion, a holder will receive 53.9811 shares of Level 3 common stock (which is equivalent to a conversion price of approximately $18.525 per share). No accrued and unpaid interest is payable upon conversion of the 6.5% Notes.

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