Bond LevelThree Funding Inc. 5.375% ( US527298BD49 ) in USD

Issuer LevelThree Funding Inc.
Market price 100 %  ⇌ 
Country  United States
ISIN code  US527298BD49 ( in USD )
Interest rate 5.375% per year ( payment 2 times a year)
Maturity 14/08/2022 - Bond has expired



Prospectus brochure of the bond Level 3 Financing Inc US527298BD49 in USD 5.375%, expired


Minimal amount 1 000 USD
Total amount 999 370 000 USD
Cusip 527298BD4
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Level 3 Financing Inc. is a private company specializing in providing short-term, high-interest loans to businesses and individuals with less-than-perfect credit, often operating in the subprime lending market.

Level 3 Financing Inc.'s US$999,370,000 5.375% bond (CUSIP: 527298BD4, ISIN: US527298BD49), issued in the United States, matured on August 14, 2022, and has been redeemed at 100% of its face value.







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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 -2 0 1 0 1 3
Prospe c t us
Le ve l 3 Fina nc ing, I nc .
Offe r t o Ex c ha nge
up t o $ 1 ,0 0 0 ,0 0 0 ,0 0 0 princ ipa l a m ount of it s 5 .3 7 5 % Se nior N ot e s due 2 0 2 2
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 5 .3 7 5 % Se nior N ot e s due 2 0 2 2
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 5.375% Senior Notes due 2022 (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 5.375% Senior Notes due 2022 (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 August 12,
2014, 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 February 5, 2015, 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 J a nua ry 7 , 2 0 1 5
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 J a nua ry 2 9 , 2 0 1 5 .
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 270 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

23
SELECTED HISTORICAL FINANCIAL DATA OF LEVEL 3

23
THE EXCHANGE OFFER

28
DESCRIPTION OF INDEBTEDNESS OF LEVEL 3 COMMUNICATIONS, INC. AND THE ISSUER

38
DESCRIPTION OF THE NOTES

49
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
108
PLAN OF DISTRIBUTION
114
LEGAL MATTERS
114
EXPERTS
114
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
115
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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.
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;
·
Level 3's integration with the operations of tw telecom inc. ("tw telecom"), which Level 3 acquired in October 2014, and
anticipated benefits and synergies in connection with such acquisition;
·
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;
·
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;
·
develop new services that meet customer demands and generate acceptable margins;
·
effectively manage expansions to Level 3's operations;
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·
provide services that do not infringe the intellectual property and proprietary rights of others;
·
attract and retain qualified management and other personnel;
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·
meet all of the terms and conditions of Level 3's debt obligations; and
·
successfully integrate the operations of tw telecom or otherwise realize any of the anticipated benefits of the tw telecom
Acquisition (as defined below).
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., a direct, wholly owned subsidiary of Level 3 Communications, Inc. that assumed all
obligations under the notes and the related indenture governing the notes, 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. In this prospectus, any amounts
shown on an "as adjusted" basis have been adjusted to reflect, as applicable: (i) the incurrence by the Issuer of an additional
$2.0 billion of aggregate borrowings under the Credit Agreement (as defined below) on October 31, 2014 in connection with the tw
telecom Acquisition (as defined below); (ii) the assumption, on October 31, 2014 by the Issuer, in connection with the tw telecom
Acquisition, of $1.0 billion of aggregate principal amount of 5.375% Senior Notes due 2022 originally issued by Level 3 Escrow II, Inc.
on August 12, 2014; (iii) the consummation of the tw telecom Acquisition, including the redemption of approximately $1.8 billion of tw
telecom's outstanding consolidated debt and Level 3's assumption (as a result of the tw telecom Acquisition) of approximately
$147 million of tw telecom's capitalized leases and other debt which remained in effect following the tw telecom Acquisition; (iv) the
issuance by Parent of $600 million aggregate principal amount of its 5.75% Senior Notes due 2022 on December 1, 2014; and (v) the
redemption of all of Parent's approximately $605.2 outstanding aggregate principal amount of 11.875% Senior Notes due 2019 with the
net proceeds of Parent's issuance of 5.75% Senior Notes due 2022, together with cash on hand.
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 (that is, a provider that owns or leases a substantial portion of the plant, property and
equipment necessary to provide its services) of a broad range of integrated communications services. Level 3 has created its
communications network by constructing its own assets and through a combination of purchasing other companies and purchasing and
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.
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Re c e nt De ve lopm e nt s
Issuance of 5.75% Senior Notes due 2022 by Parent; Redemption of 11.875% Senior Notes due 2019 of Parent
On December 1, 2014, Parent issued $600 million aggregate principal amount of its 5.75% Senior Notes due 2022 (the "5.75%
Senior Notes") in a private offering to qualified institutional

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buyers pursuant to Rule 144A and to non-U.S. persons outside the United States under Regulation S (the "5.75% Senior Notes
Offering"). The 5.75% Senior Notes are unsecured obligations of Parent. The net proceeds from the 5.75% Senior Notes Offering were
used to redeem approximately $605.2 million aggregate principal amount of Parent's outstanding 11.875% Senior Notes, effective
December 31, 2014. Following the completion of the redemption, $0 million in aggregate principal amount of the 11.875% Senior Notes
remains outstanding. See "Description of Indebtedness of Level 3 Communications, Inc. and the Issuer--Indebtedness of Level 3
Communications, Inc.--5.75% Senior Notes due 2022" and "Description of Indebtedness of Level 3 Communications, Inc. and the
Issuer--Indebtedness of Level 3 Communications, Inc.--11.875% Senior Notes due 2019."
Acquisition of tw telecom inc.
On October 31, 2014, Parent completed its acquisition of tw telecom pursuant to the Agreement and Plan of Merger, dated as of
June 15, 2014, by and among Parent, Saturn Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of
Parent ("Merger Sub 1"), Saturn Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent
("Merger Sub 2") and tw telecom inc., a Delaware corporation ("tw telecom"). As part of these transactions, Merger Sub 1 merged with
and into tw telecom (the "Merger"), with tw telecom continuing as the surviving corporation (the "Surviving Corporation"). Immediately
following the Merger, the Surviving Corporation merged with and into Merger Sub 2 in accordance with Delaware law (the "Subsequent
Merger" and, together with the Merger, the "Mergers"), with Merger Sub 2 continuing as the surviving company, with the name "tw
telecom, llc" (collectively, such transactions being referred to as the "tw telecom Acquisition"). As a result of the tw telecom Acquisition,
tw telecom, llc became a wholly owned subsidiary of Parent.
New Tranche B Term Loan
On October 31, 2014, in connection with the tw telecom Acquisition, the Issuer amended its existing secured credit agreement
(the "Credit Agreement") to increase by $2.0 billion the aggregate borrowings thereunder through the incurrence of a new Tranche B
2022 Term Loan (the "New Tranche B Term Loan"). The New Tranche B Term Loan matures on January 31, 2022 and has an interest
rate, in the case of any ABR Borrowing (as defined in the Credit Agreement), equal to (a) the greater of (i) the Prime Rate (as defined
in the Credit Agreement) in effect on such day, (ii) the Federal Funds Effective Rate (as defined in the Credit Agreement) in effect on
such day plus 1/2 of 1% and (iii) the sum of (A) the higher of (x) the LIBO Rate (as defined in the Credit Agreement) for a one month
interest period on such day and (y) 1.0%, plus (B) 1.0%, plus (b) 2.5% per annum. In the case of any Eurodollar Borrowing (as defined
in the Credit Agreement), the New Tranche B Term Loan bears interest at the LIBO Rate for the interest period for such borrowing plus
3.5% per annum. The "LIBO Rate" (as defined in the Credit Agreement) in respect of any applicable interest period for loans under the
New Tranche B Term Loan will be deemed to be 1.00% per annum if the LIBO Rate for such interest period calculated pursuant to the
provisions in the Credit Agreement would otherwise be less than 1.00% per annum. The net proceeds of the New Tranche B Term
Loan were used to pay a portion of the cash portion of the consideration in the tw telecom Acquisition and to repay existing
indebtedness of tw telecom.
Notes Assumption by Level 3 Financing, Inc.
On August 12, 2014, Level 3 Escrow II, Inc., an indirect, wholly owned subsidiary of Parent ("Level 3 Escrow"), issued $1.0 billion
in aggregate principal amount of its 5.375% Senior Notes due 2022 (the "original notes") pursuant to an indenture (the "5.375% Notes
Indenture").

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On October 31, 2014, in connection with the consummation of the Mergers and following the satisfaction of certain escrow
conditions, the Issuer assumed the original notes and entered into a supplemental indenture, dated as of October 31, 2014, to the
5.375% Notes Indenture with Parent, Level 3 Communications, LLC ("Level 3 LLC") and The Bank of New York Mellon Trust Company,
N.A., as trustee, providing for the assumption by the Issuer of the obligations of Level 3 Escrow under the original notes and the
5.375% Notes Indenture and the unconditional guarantee by Parent and Level 3 LLC of the Issuer's obligations under the 5.375%
Notes Indenture and the original notes.
On October 31, 2014, the Issuer entered into an additional Supplemental Indenture (the "Subordination Supplemental Indenture"),
dated as of October 31, 2014, to the 5.375% Notes Indenture. The Subordination Supplemental Indenture was entered into among the
Issuer, Parent, Level 3 LLC and The Bank of New York Mellon Trust Company, N.A., as trustee. Pursuant to the Subordination
Supplemental Indenture, the unconditional, unsecured guaranty of Level 3 LLC of the original notes is subordinated in any bankruptcy,
liquidation or winding up proceeding of Level 3 LLC to all obligations of Level 3 LLC under the Credit Agreement (as it may be further
amended, amended and restated or otherwise modified from time to time).
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 September 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 2018 Floating Rate 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." 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, the 2018 Floating Rate 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, the 6.125% Senior Notes due 2021 and the Floating Rate Senior Notes due 2018 (each as
defined in "Description of Notes--Certain Definitions") collectively as the "Existing Senior Notes."

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Note: The above corporate structure excludes $225 million in capital leases and other debt both 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. and the Issuer--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 Parent 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 (including the New
Tranche B Term Loan). See "Description of the Notes--Note Guarantees."
(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, the 2018 Floating Rate 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 July 24, 2014, the Issuer formed Level 3 Escrow II, Inc., a Delaware corporation and direct, wholly owned subsidiary of the
Issuer ("Level 3 Escrow"), solely for the purpose of issuing the original notes (as defined below). On August 12, 2014, Level 3 Escrow
privately placed $1,000,000,000 aggregate principal amount of its 5.375% Senior Notes due 2022 (the "original notes") in a transaction
exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The gross proceeds of the offering,
together with certain additional amounts, were deposited into a segregated escrow account. On October 31, 2014, upon satisfaction of
the escrow conditions, including the closing of the tw telecom Acquisition, the Issuer assumed Level 3 Escrow's obligations and
agreements under the original notes and the indenture governing the original notes and Parent and Level 3 LLC fully and
unconditionally guaranteed the original notes on an unsecured basis pursuant to a supplemental indenture, by and among Level 3
Escrow, Parent, Level 3 LLC, the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee. On October 31, 2014, the
Issuer, Parent, Level 3 LLC and The Bank of New York Mellon Trust Company, N.A., as trustee entered into the Subordination
Supplemental Indenture, which provides that Level 3 LLC's unconditional, unsecured guarantee of the original notes is subordinated to
its guarantee of the Credit Agreement. The proceeds of the original notes were distributed from the escrow account and used to finance
the cash portion of the consideration paid to tw telecom stockholders in the Mergers and to refinance certain existing indebtedness of tw
telecom, including fees and premiums, in connection with the Mergers. In connection with the private placement, the Issuer and Parent
entered into a registration agreement, dated as of October 31, 2014, 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 5.375% Senior Notes due
2022 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.
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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;

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(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.

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.

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
February 5, 2015, 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.

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Condit ions t o t he
The Issuer's obligation to complete the exchange offer is subject to
Ex c ha nge Offe r
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
The exchange of original notes for new notes by U.S. Holders, as defined
Fe de ra l I nc om e T a x
below, should not be a taxable exchange for U.S. federal income tax
Conside ra t ions
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."

6
Table of Contents
Effe c t on H olde rs of
If the exchange offer is completed on the terms and within the period
Origina l N ot e s
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.
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
$1,000,000,000 aggregate principal amount of new notes in exchange for
$1,000,000,000 aggregate principal amount of original notes.

M a t urit y
August 15, 2022.

I nt e re st
Interest on the new notes will accrue at the rate of 5.375% per annum from
August 12, 2014 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 November 15, 2014, to the persons
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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. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day
months.

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 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.

7
Table of Contents
Offe ring Proc e e ds N ot e ;
The Issuer lent the net proceeds received by it from the offering of the
Re la t ive Priorit y of
original notes, together with cash on hand, to Level 3 LLC in return for an
I nt e rc om pa ny
intercompany demand note issued by Level 3 LLC in a principal amount
Obliga t ions
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: (1) in an aggregate principal amount of
$500 million, representing the gross proceeds to the Issuer from the
issuance of its 9.375% Senior Notes due 2019, which note is refereed to as
the "9.375% Proceeds Note"; (2) in an aggregate principal amount of
$1.2 billion, representing the gross proceeds to the Issuer from the issuance
of its 8.125% Senior Notes due 2019, which note is refereed to as the
"8.125% Proceeds Note"; (3) in an aggregate principal amount of
$900 million, representing the gross proceeds to the Issuer from the
issuance of its 8.625% Senior Notes due 2020, which note is refereed to as
the "8.625% Proceeds Note"; (4) in an aggregate principal amount of
$775 million, representing the gross proceeds to the Issuer from the
issuance of its 7% Senior Notes due 2020, which note is refereed to as the
"7% Proceeds Note"; (5) in an aggregate principal amount of $640 million,
representing the gross proceeds to the Issuer from the issuance of its
6.125% Senior Notes due 2021, which note is referred to as the 6.125%
Proceeds Note; and (6) in an aggregate principal amount of $300 million,
representing the gross proceeds to the Issuer from the issuance of its
Floating Rate Senior Notes due 2018, which note is referred to as the "2018
Floating Rate Proceeds Note" (each as defined in "Description of the Notes
--Certain Definitions").

As of September 30, 2014, on an as adjusted basis, the principal amount
outstanding under the Parent Intercompany Note was approximately
$27.2 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, the
principal amount outstanding under the 2018 Floating Rate Proceeds Note
was $300 million and the principal amount outstanding under the Offering
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