Bond Level Three Funding 0% ( US527298BA00 ) in USD

Level Three Funding

100 % ⇌

United States

US527298BA00 ( in USD )

15/01/2018 - Bond has expired

Prospectus brochure of the bond Level 3 Financing US527298BA00 in USD 0%, expired

1 000 USD

300 000 000 USD

527298BA0

BB- ( Non-investment grade speculative )

B1 ( Highly speculative )

Level 3 financing refers to the highest level of financing available to a company, typically involving complex structured finance arrangements, often secured by a portfolio of assets or future cash flows, and usually employed for large-scale projects or acquisitions.

Level 3 Financing's US$300,000,000 0% bond (ISIN: US527298BA00, CUSIP: 527298BA0), issued in the United States, matured on January 15, 2018, with a minimum purchase amount of US$1,000, a coupon frequency of 2, and was redeemed at 100% of face value; it received BB- and B1 ratings from Standard & Poor's and Moody's, respectively.

424B3 1 a2221658z424b3.htm 424B3
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Table of Contents
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(3 )
Re gist ra t ion N o. 3 3 3 -1 9 7 9 4 2
Prospe c t us
Le ve l 3 Fina nc ing, I nc .
Offe r t o Ex c ha nge
up t o $ 3 0 0 ,0 0 0 ,0 0 0 princ ipa l a m ount of it s Floa t ing Ra t e Se nior N ot e s due 2 0 1 8
w hic h ha ve be e n re gist e re d unde r t he Se c urit ie s Ac t of 1 9 3 3
for
a ny a nd a ll of it s out st a nding unre gist e re d Floa t ing Ra t e Se nior N ot e s due 2 0 1 8
Gua ra nt e e d by Le ve l 3 Com m unic a t ions, I nc .
a nd Le ve l 3 Com m unic a t ions, LLC
This is an offer to exchange new Floating Rate Senior Notes due 2018 (the "new notes") of Level 3 Financing, Inc. (the "Issuer")
that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for the Issuer's currently outstanding,
unregistered Floating Rate Senior Notes due 2018 (the "original notes" and together with the new notes, the "notes").
T e rm s of t he ne w not e s offe re d in t he e x c ha nge offe r:
·
The terms of the new notes are substantially identical to the terms of the original notes that were issued on November 26,
2013, except that the new notes will be registered under the Securities Act, will not contain any legend restricting their
transfer, registration rights or provisions for special interest and will bear different CUSIP numbers.
·
There is no established trading market for the new notes, and neither the Issuer nor Level 3 Communications, Inc. intends
to apply for listing of the new notes on any securities exchange.
·
The original notes are, and the new notes will be, fully and unconditionally and jointly and severally guaranteed on an
unsubordinated unsecured basis by Level 3 Communications, Inc. and Level 3 Communications, LLC.
T e rm s of e x c ha nge offe r:
·
The exchange offer expires at 5:00 p.m., New York City time, on November 4, 2014, unless it is extended.
·
Original notes that are validly tendered and not validly withdrawn before the exchange offer expires will be exchanged for
an equal principal amount of new notes.
·
Tenders of original notes may be withdrawn at any time prior to the expiration of the exchange offer.
·
None of the Issuer, Level 3 Communications, Inc. or Level 3 Communications, LLC will receive any proceeds from
issuance of the new notes in the exchange offer.
Se e "Risk Factors" be ginning on pa ge 1 5 for a disc ussion of m a t t e rs t ha t pa rt ic ipa nt s in t he e x c ha nge offe r
should c onside r.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.

T he da t e of t his prospe c t us is Oc t obe r 6 , 2 0 1 4
Table of Contents
T his prospe c t us inc orpora t e s im port a nt busine ss a nd fina nc ia l inform a t ion a bout t he I ssue r a nd Le ve l 3
Com m unic a t ions, I nc . t ha t is not inc lude d in or de live re d w it h t his prospe c t us. Le ve l 3 w ill provide t his
inform a t ion t o you a t no c ha rge upon w rit t e n or ora l re que st dire c t e d t o: V ic e Pre side nt , I nve st or Re la t ions,
Le ve l 3 Com m unic a t ions, I nc ., 1 0 2 5 Eldora do Blvd., Broom fie ld, CO 8 0 0 2 1 , 7 2 0 -8 8 8 -2 5 0 1 . I n orde r t o e nsure
t im e ly de live ry of t he inform a t ion, a ny re que st should be m a de by Oc t obe r 2 9 , 2 0 1 4 .
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales
of new notes received in exchange for original notes where such new notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. The Issuer and Level 3 Communications, Inc. have agreed that, starting on the date hereof
(the "Expiration Date") and ending on the close of business on the day that is 180 days following the Expiration Date, they will make
this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
Neither the Issuer nor Level 3 Communications, Inc. has authorized any person to give you any information or to make any
representations about the exchange offer other than those contained in this prospectus. If you are given any information or
representations that are not discussed in this prospectus, you must not rely on that information or those representations. This
prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates. In addition,
this prospectus is not an offer to sell or the solicitation of an offer to buy those securities in any jurisdiction in which the offer or
solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it
is unlawful to make an offer or solicitation. The delivery of this prospectus and any exchange made under this prospectus do not, under
any circumstances, mean that there has not been any change in the affairs of Level 3 Financing, Inc. or Level 3 Communications, Inc.
since the date of this prospectus or that information contained in this prospectus is correct as of any time subsequent to its date.
Table of Contents
T a ble of Cont e nt s
SUMMARY

1
RATIO OF EARNINGS TO FIXED CHARGES

15
RISK FACTORS

15
USE OF PROCEEDS

43
SELECTED HISTORICAL FINANCIAL DATA OF LEVEL 3

43
THE EXCHANGE OFFER

48
DESCRIPTION OF INDEBTEDNESS OF LEVEL 3 COMMUNICATIONS, INC., THE ISSUER AND
LEVEL 3 ESCROW II, INC.

58
DESCRIPTION OF THE NOTES

68
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
126
PLAN OF DISTRIBUTION
131
LEGAL MATTERS
132
EXPERTS
132
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
132
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Ca ut iona ry Fa c t ors T ha t M a y Affe c t Fut ure Re sult s
(Ca ut iona ry St a t e m e nt s U nde r t he Priva t e Se c urit ie s Lit iga t ion Re form Ac t of 1 9 9 5 )
This prospectus contains or incorporates by reference forward looking statements and information that are based on the beliefs of
management as well as assumptions made by and information currently available to Level 3 Communications, Inc. and its subsidiaries
(together, "Level 3" or the "Company" unless it is clear from the context or expressly stated that the reference to "Level 3" or the
"Company" is only to Level 3 Communications, Inc. or the Issuer). When used in this prospectus, the words "anticipate," "believe,"
"plan," "estimate" and "expect" and similar expressions, as they relate to Level 3 or its management, are intended to identify forward-
looking statements. These statements reflect the current views of Level 3 with respect to future events and are subject to certain risks,
uncertainties, third-party approvals and assumptions, many of which are beyond Level 3's control. These include statements relating to
Level 3's proposed acquisition of tw telecom, inc. ("tw telecom").
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this document. These forward looking statements include, among others, statements
concerning:
·
the communications business of Level 3, its advantages and Level 3's strategy for continuing to pursue its business;
·
anticipated development and launch of new services in Level 3's business;
·
anticipated dates on which Level 3 will begin providing certain services or reach specific milestones;
·
growth of the communications industry;
·
expectations as to Level 3's future revenue, margins, expenses, cash flows, profitability and capital requirements;
·
the benefits of the acquisition of tw telecom by Level 3, including financial and operating results and synergy benefits that
may be realized from the acquisition and the timeframe for realizing those benefits;
·
Level 3's and tw telecom's plans, objectives, expectations and intentions; and
·
other statements of expectations, beliefs, future plans and strategies, anticipated developments and other matters that are
not historical facts.
These forward looking statements are subject to risks and uncertainties, including financial, regulatory, environmental, industry
growth and trend projections, that could cause actual events or results to differ materially from those expressed or implied by the
statements. The most important factors that could prevent Level 3 from achieving its stated goals include, but are not limited to, the
effects on Level 3's business and its customers of general economic and financial market conditions as well as Level 3's failure to:
·
increase revenue from the services Level 3 offers;
·
successfully use new technology and information systems to support new and existing services;
·
prevent process and system failures that significantly disrupt the availability and quality of the services that Level 3
provides;
·
prevent Level 3's security measures from being breached, or its services from being degraded as a result of security
breaches;
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·
develop new services that meet customer demands and generate acceptable margins;
·
effectively manage expansions to Level 3's operations;
·
provide services that do not infringe the intellectual property and proprietary rights of others;
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·
attract and retain qualified management and other personnel;
·
meet all of the terms and conditions of Level 3's debt obligations;
·
close the acquisition of tw telecom on or prior to the termination date in the merger agreement upon which either party
can terminate the acquisition if the acquisition has not occurred by such date; and
·
if the acquisition of tw telecom is consummated, successfully integrate the businesses of Level 3 and tw telecom or to
integrate the business within the anticipated timeline.
Except as required by applicable law and regulations, Level 3 undertakes no obligation to publicly update any forward looking
statements, whether as a result of new information, future events or otherwise. Further disclosures that Level 3 makes on related
subjects in Level 3's additional filings with the Securities and Exchange Commission (the "SEC") should be consulted. For further
information regarding the risks and uncertainties that may affect Level 3's future results, please review the information set forth below
under "Risk Factors" and in the filings of Level 3 Communications, Inc. ("Parent") with the Securities and Exchange Commission that
are incorporated by reference in this prospectus, including Parent's Annual Report on Form 10-K for the year ended December 31,
2013.
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SU M M ARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus and does not contain all
the information you should consider before tendering original notes in the exchange offer. You should carefully read the entire
prospectus, including the documents incorporated in it by reference. This prospectus and the letter of transmittal that accompanies it
collectively constitute the exchange offer.
In this prospectus, (i) Level 3 Financing, Inc., the issuer of the notes and a direct, wholly owned subsidiary of Level 3
Communications, Inc., is referred to as the "Issuer," (ii) Level 3 Communications, Inc., the parent company, is referred to as "Parent",
(iii) Level 3 Communications, LLC, a direct, wholly owned subsidiary of the Issuer, is referred to as "Level 3 LLC", and (iv) Parent and
its subsidiaries are collectively referred to as "Level 3," unless it is clear from the context or expressly stated that the reference to
"Level 3" is only to Parent. For the avoidance of doubt, in this prospectus, no amounts have been adjusted to give effect to (i) the
acquisition of tw telecom (as defined below) by Parent, (ii) the issuance of $1 billion aggregate principal amount of 5.375% Senior Notes
due 2022 by Level 3 Escrow II, Inc. on August 12, 2014 or (iii) the assumption by the Issuer of the 5.375% Senior Notes due 2022
issued by Level 3 Escrow II, Inc.
T he I ssue r
The new notes will be issued by Level 3 Financing, Inc., a direct, wholly owned subsidiary of Parent, in exchange for the original
notes. The Issuer was incorporated in Delaware in 1990. The Issuer is a holding company that holds, directly or indirectly, all of the
outstanding capital stock of virtually all of Parent's other subsidiaries.
Le ve l 3
Level 3 is a facilities-based provider of a broad range of integrated communications services. A facilities-based provider is a
provider that owns or leases a substantial portion of the plant, property and equipment necessary to provide its services. Level 3 has
created its communications network by constructing its own assets and through a combination of purchasing other companies and
purchasing or leasing facilities from others. Level 3's network is an international, facilities-based communications network. Level 3
designed its network to provide communications services that employ and take advantage of rapidly improving underlying optical,
Internet Protocol, computing and storage technologies.
Re c e nt De ve lopm e nt s
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Pending Acquisition of tw telecom, inc.
On June 16, 2014, Parent announced the execution of an Agreement and Plan of Merger, dated as of June 15, 2014 (the "Merger
Agreement"), by and among tw telecom, inc. ("tw telecom"), Parent, Saturn Merger Sub 1, LLC, a Delaware limited liability company
and a direct, wholly owned subsidiary of Parent ("Merger Sub 1"), and Saturn Merger Sub 2, LLC, a Delaware limited liability company
and a direct, wholly owned subsidiary of Parent ("Merger Sub 2"). The Merger Agreement provides that, among other things, and
subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub 1 will be merged with and into tw telecom (the
"Merger") with tw telecom continuing as the surviving corporation and immediately following the Merger, the surviving corporation will
merge with and into Merger Sub 2 (the "Subsequent Merger" and together with the Merger, the "Mergers"), with Merger Sub 2
continuing as the surviving company (collectively, the "tw telecom Acquisition"). As a result of the Mergers, (i) each issued and
outstanding share of common stock of tw telecom, par value $0.01 per share ("tw telecom Common Stock"), other than dissenting

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shares, will be converted into 0.7 shares (the "Stock Consideration") of Parent's common stock, par value $0.01 per share and the right
to receive $10.00 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration"). The
Merger Agreement also provides that the (i) issued and outstanding options to purchase tw telecom Common Stock will be exchanged
for Merger Consideration, as adjusted to reflect the exercise price of each such outstanding option and (ii) issued and outstanding
restricted stock and restricted stock units covering tw telecom Common Stock will vest and be exchanged for Merger Consideration.
The Merger Agreement contains customary representations, warranties, covenants and conditions. The closing of the tw telecom
Acquisition is subject to certain conditions, including (i) the approval and adoption of the Merger Agreement and the approval of the
Merger by tw telecom's stockholders, (ii) the approval of issuance of the stock portion of the Merger Consideration and the adoption of
an amendment to the Restated Certificate of Incorporation of Parent, as amended by Parent's stockholders, (iii) the expiration or
termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of
certain federal and state regulatory and governmental approvals (including receipt of approval from the Federal Communications
Commission), (v) the shares of Parent common stock to be issued pursuant to the Merger having been approved for quotation or listing
on the New York Stock Exchange, (vi) the representations and warranties of tw telecom relating to the absence of a material adverse
effect since December 31, 2013 being true and correct in all respects, as of the date of the Merger Agreement and as of the date of the
closing of the Mergers and (vii) other customary conditions.
tw telecom, inc., a Delaware corporation, is a leading national provider of managed network services, specializing in business
Ethernet, data networking, converged, IP based virtual private network or "IP VPN", internet access, voice, including voice over Internet
Protocol or "VoIP", and network security services to enterprise organizations, including public sector entities, and carriers throughout the
U.S., including their global locations. tw telecom's customers include enterprise organizations in a wide variety of industry segments
including, among others, the financial services, technology and scientific, health care, distribution, manufacturing and professional
services industries, data centers, cloud applications providers, public sector entities, system integrators and communications service
providers, including incumbent local exchange carriers, competitive local exchange carriers, wireless communications companies and
cable companies.
Committed Financing
Parent has entered into a financing commitment letter (as amended, the "Commitment Letter"), with Bank of America, N.A., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc., Barclays Bank Plc,
Goldman Sachs Bank USA, Jefferies Finance LLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC (collectively the
"Commitment Parties") pursuant to which the Commitment Parties have committed, subject to customary conditions, to arrange or
provide senior credit facilities to allow Parent to close the tw telecom Acquisition, pay the cash portion of the Merger Consideration to
the tw telecom stockholders under the Merger Agreement and to refinance certain existing indebtedness of tw telecom in connection
with the closing of the tw telecom Acquisition. Parent expects the financing under the Commitment Letter, together with cash balances,
to be sufficient to provide the financing necessary to close the tw telecom Acquisition and to refinance certain existing indebtedness of
tw telecom. The Commitment Letter provides for a $2.4 billion senior secured term loan facility (the "New Tranche B Term Loan") and a
$600 million senior unsecured bridge facility (if up to $600 million of senior notes or certain other securities are not issued by Parent or
issued or assumed by the Issuer to finance the tw telecom Acquisition on or prior to the closing of the tw telecom Acquisition). The
$2.4 billion New Tranche B Term Loan will be reduced by the amount of debt securities issued in excess of $600 million to finance the
tw telecom Acquisition. Upon the

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issuance of the 5.375% Senior Notes (as defined below), the amount of the New Tranche B Term Loan was reduced to $2 billion.
Under certain circumstances, the committed amounts can be allocated from the New Tranche B Term Loan to the bridge facility at the
option of Parent. The financing commitments of the Commitment Parties are subject to certain conditions set forth in the Commitment
Letter. Parent has agreed under the Merger Agreement to use reasonable best efforts to obtain such financing and tw telecom has
agreed under the Merger Agreement to cooperate with Parent's efforts to secure the financing. The Commitment Letter is an exhibit to
Parent's Registration Statement on Form S-4 filed on July 18, 2014.
Offering of 5.375% Senior Notes due 2022 by Level 3 Escrow II, Inc.
On August 12, 2014, Level 3 Escrow II, Inc., an indirect, wholly owned subsidiary of Parent ("Level 3 Escrow II") issued $1 billion
aggregate principal amount of its 5.375% Senior Notes due 2022 (the "5.375% Senior Notes) in a private offering to qualified
institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States under Regulation S (the "5.375% Senior
Notes Offering"). Level 3 intends to use the net proceeds of the 5.375% Senior Notes Offering to pay the cash portion of the Merger
Consideration to tw telecom stockholders under the Merger Agreement, refinance certain existing indebtedness of tw telecom in
connection with the closing of the tw telecom Acquisition and pay related fees and expenses.

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Curre nt Orga niza t iona l St ruc t ure of t he I ssue r a nd Pa re nt
The following organizational chart shows a simplified structure of Level 3 as of June 30, 2014, and only depicts certain of the
Issuer's subsidiaries. For a discussion of the 9.375% Proceeds Note, the 8.125% Proceeds Note, the 8.625% Proceeds Note, the 7%
Proceeds Note, the 6.125% Proceeds Note, the Offering Proceeds Note, the Loan Proceeds Note and the Parent Intercompany Note
(each as defined in "Summary--The Notes--Offering Proceeds Note; Relative Priority of Intercompany Obligations"), see "Risk Factors
--Risks Relating to the Notes--Although the notes will initially benefit from some structural seniority to Parent's indebtedness, existing
and future intercompany indebtedness and other actions could limit or eliminate this seniority." For a discussion of additional
indebtedness to be incurred in connection with the tw telecom Acquisition, see "--Recent Developments." We refer to the 9.375%
Proceeds Note, the 8.125% Proceeds Note, the 8.625% Proceeds Note, the 7% Proceeds Note, the 6.125% Proceeds Note and the
Offering Proceeds Note collectively as the "Existing Proceeds Notes." We refer to the 9.375% Senior Notes due 2019, the 8.125%
Senior Notes due 2019, the 8.625% Senior Notes due 2020, the 7% Senior Notes due 2020 and the 6.125% Senior Notes due 2021
(each as defined in "Description of Notes--Certain Definition") collectively as the "Existing Senior Notes."
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Note: The above corporate structure excludes $80 million in capital leases and other debt all held at subsidiaries of the Issuer. The
above does not show the indebtedness of Level 3 Communications, Inc. or its other direct subsidiaries. See "Description of
Indebtedness of Level 3 Communications, Inc., the Issuer and Level 3 Escrow II, Inc.--Indebtedness of Level 3 Communications, Inc."
(1)
The Parent Intercompany Note is subordinated to each of the Existing Proceeds Notes. Each of the Existing Proceeds Notes is
subordinated to the Loan Proceeds Note. See "Description of the Notes--Subordination of Existing Intercompany Obligations."
(2)
The Credit Agreement is guaranteed by Parent, Level 3 Communications, LLC ("Level 3 LLC") and certain other subsidiaries of
the Issuer.
(3)
Each series of the Existing Senior Notes and the notes are guaranteed by Level 3 Communications, Inc. and Level 3 LLC.
Level 3 LLC's guarantees of the Existing Senior Notes and the notes are subordinated to Level 3 LLC's guarantee of the Credit
Agreement. See "Description of the Notes--Note Guarantees."

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(4)
Each of the Parent Intercompany Note, the Loan Proceeds Note, the 9.375% Proceeds Note, the 8.125% Proceeds Note, the
8.625% Proceeds Note, the 7% Proceeds Note, the 6.125% Proceeds Note and the Offering Proceeds Note has been pledged
as security for the Credit Agreement.
(5)
These other subsidiaries are owned at multiple levels.
The Issuer's principal executive offices are located at 1025 Eldorado Boulevard, Broomfield, Colorado 80021 and its telephone
number is (720) 888-1000.
Parent's principal executive offices are located at 1025 Eldorado Boulevard, Broomfield, Colorado 80021 and its telephone number
is (720) 888-1000.

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T he Ex c ha nge Offe r
On November 26, 2013, the Issuer privately placed $300,000,000 aggregate principal amount of its Floating Rate Senior Notes
due 2018 (the "original notes") in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities
Act"), and Parent fully and unconditionally guaranteed the original notes on an unsecured basis. On March 14, 2014, pursuant to a
supplemental indenture, by and among Level 3 Communications, LLC ("Level 3 LLC"), the Issuer and The Bank of New York Mellon
Trust Company, N.A., as trustee, Level 3 LLC provided an unconditional, unsecured guaranty of the original notes; provided that
Level 3 LLC's guarantee of the original notes is subordinated to its guarantee of the Credit Agreement. In connection with the private
placement, the Issuer and Parent entered into a registration agreement, dated as of November 26, 2013, with the initial purchasers of
the original notes. In the registration agreement, the Issuer and Parent agreed to register under the Securities Act an offer of the
Issuer's new Floating Rate Senior Notes due 2018 which are referred to herein as the "new notes," in exchange for the original notes.
The original notes and the new notes are collectively referred to herein as the "notes." The Issuer and Parent also agreed to deliver this
prospectus to the holders of the original notes. You should read the discussion under the heading "Description of the Notes" for
information regarding the notes.
T he Ex c ha nge Offe r

This is an offer to exchange $1,000 in principal amount of new notes for each $1,000
in principal amount of outstanding original notes. The new notes are substantially
identical to the original notes, except that:

(1) the new notes will be freely transferable, other than as described in this
prospectus;

(2) the new notes will not contain any legend restricting their transfer;

(3) holders of the new notes will not be entitled to the rights of the holders of the
original notes under the registration agreement; and

(4) the new notes will not contain any provisions regarding the payment of special
interest.

The Issuer and Parent believe that you can transfer the new notes without complying
with the registration and prospectus delivery provisions of the Securities Act if you:

(1) acquire the new notes in the ordinary course of your business;

(2) are not and do not intend to become engaged in a distribution of the new notes;

(3) are not an affiliate of the Issuer;

(4) are not a broker-dealer that acquired the original notes directly from the Issuer;
and

(5) are not a broker-dealer that acquired the original notes as a result of market-
making or other trading activities.

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If any of these conditions are not satisfied and you transfer any new notes without
delivering a proper prospectus or without qualifying for a registration exemption, you
may incur liability under the Securities Act.
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Re gist ra t ion Right s
The Issuer and Parent have agreed to use their commercially reasonable efforts to
consummate the exchange offer or cause the original notes to be registered under
the Securities Act to permit resales. If the Issuer and Parent are not in compliance
with their obligations under the registration agreement, then Special Interest (as
defined) (in addition to the interest otherwise due on the notes that are the subject of
the registration agreement or the new notes) will accrue on the notes or new notes.
If the exchange offer is completed on the terms and within the time period
contemplated by this prospectus, no Special Interest will be payable on the notes.
See "The Exchange Offer--Special Interest."

N o M inim um Condit ion
The exchange offer is not conditioned on any minimum aggregate principal amount of
original notes being tendered for exchange.

Ex pira t ion Da t e
The exchange offer will expire at 5:00 p.m., New York City time, on November 4,
2014, unless it is extended.

Ex c ha nge Da t e
Original notes will be accepted for exchange beginning on the first business day
following the expiration date, upon surrender of the original notes.

Condit ions t o t he Ex c ha nge Offe r
The Issuer's obligation to complete the exchange offer is subject to certain
conditions. See "The Exchange Offer--Conditions to the Exchange Offer." The Issuer
reserves the right to terminate or amend the exchange offer at any time before the
expiration date if various specified events occur.

Wit hdra w a l Right s
You may withdraw the tender of your original notes at any time before the expiration
date. Any original notes not accepted for any reason will be returned to you without
expense as promptly as practicable after the expiration or termination of the
exchange offer.

Proc e dure s for T e nde ring Origina l
N ot e s
See "The Exchange Offer--How to Tender."

M a t e ria l U nit e d St a t e s Fe de ra l I nc om e
The exchange of original notes for new notes by U.S. Holders, as defined below,
T a x Conside ra t ions
should not be a taxable exchange for U.S. federal income tax purposes, and U.S.
Holders should not recognize any taxable gain or loss as a result of the exchange.
See "Material United States Federal Income Tax Considerations."

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Effe c t on H olde rs of Origina l N ot e s
If the exchange offer is completed on the terms and within the period contemplated
by this prospectus, holders of original notes will have no further registration or other
rights under the registration agreement, except under limited circumstances. Holders
of original notes who do not tender their original notes will continue to hold those
original notes. All untendered, and tendered but unaccepted, original notes will
continue to be subject to the restrictions on transfer provided for in the original notes
and the indenture under which the original notes have been, and the new notes are
being, issued. To the extent that original notes are tendered and accepted in the
exchange offer, the trading market, if any, for the original notes could be adversely
affected. See "The Exchange Offer--Other."

U se of Proc e e ds
None of the Issuer, Parent or Level 3 LLC will receive any proceeds from the
issuance of the new notes in the exchange offer.

Ex c ha nge Age nt
The Bank of New York Mellon Trust Company, N.A. is serving as exchange agent in
connection with the exchange offer.
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T he N ot e s
The new notes are substantially identical to the original notes, except for the transfer restrictions and registration rights relating to
the original notes. The new notes will evidence the same debt as the original notes, be guaranteed by Parent and Level 3 LLC, and be
entitled to the benefits of the indenture. See "Description of the Notes."
I ssue r

Level 3 Financing, Inc.

Se c urit ie s Offe re d
$300,000,000 aggregate principal of new notes in exchange for $300,000,000
aggregate principal amount of outstanding original notes.

M a t urit y
January 15, 2018.

I nt e re st
Interest on the new notes will accrue at a rate of LIBOR plus 3.50% per annum, reset
semiannually, from the issue date or from the most recent date to which interest has
been paid, and will be payable in cash semiannually in arrears on May 15 and
November 15 of each year, commencing May 15, 2014, to the persons who are
registered holders of the notes at the close of business on the preceding May 1 or
November 1, as the case may be.

N ot e Gua ra nt e e s
The notes are fully and unconditionally and jointly and severally guaranteed on an
unsubordinated, unsecured basis by the Issuer's parent company, Level 3
Communications, Inc., which is referred to as "Parent," and by Level 3
Communications, LLC, a direct wholly owned subsidiary of Parent which is referred to
as "Level 3 LLC"; provided that

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Table of Contents
Level 3 LLC's guarantee of the notes is subordinated to its guarantee of the Credit
Agreement. If the Issuer cannot make payments on the notes when they are due,
Parent and/or Level 3 LLC must make them instead.

Offe ring Proc e e ds N ot e ; Re la t ive
The Issuer lent the net proceeds received by it from the offering of the original notes,
Priorit y of I nt e rc om pa ny Obliga t ions
together with cash on hand, to Level 3 LLC in return for an intercompany demand
note issued by Level 3 LLC in a principal amount equal to the aggregate principal
amount of the original notes. Such intercompany demand note is referred to as the
"Offering Proceeds Note."

Level 3 LLC has previously issued an intercompany demand note to Parent in
exchange for loans made by Parent to Level 3 LLC, which note is referred to as the
"Parent Intercompany Note" and has previously issued intercompany demand notes
to the Issuer in exchange for loans made by the Issuer to Level 3 LLC, including the
2015 Floating Rate Proceeds Note, the 9.375% Proceeds Note, the 8.125%
Proceeds Note, the 8.625% Proceeds Note, the 7% Proceeds Note and the 6.125%
Proceeds Note (each as defined in "Description of Notes--Certain Definitions."

As of June 30, 2014, the principal amount outstanding under the Parent
Intercompany Note was approximately $28.5 billion, the principal amount outstanding
under the 9.375% Proceeds Note was $500 million, the principal amount outstanding
under the 8.125% Proceeds Note was $1.2 billion, the principal amount outstanding
under the 8.625% Proceeds Note was $900 million, the principal amount outstanding
under the 7% Proceeds Note was $775 million and the principal amount outstanding
under the 6.125% Proceeds Note was $640 million.

Parent, as guarantor, the Issuer, as borrower, Merrill Lynch Capital Corporation, as
administrative agent and collateral agent, and certain lenders are party to a credit
agreement, pursuant to which the lenders extended $2.611 billion in senior secured
term loans to the Issuer that are outstanding as of June 30, 2014. Of the outstanding
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Document Outline

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