Bond LevelThree Funding Inc. 5.125% ( US527298BF96 ) in USD

Issuer LevelThree Funding Inc.
Market price 100 %  ⇌ 
Country  United States
ISIN code  US527298BF96 ( in USD )
Interest rate 5.125% per year ( payment 2 times a year)
Maturity 30/04/2023 - Bond has expired



Prospectus brochure of the bond Level 3 Financing Inc US527298BF96 in USD 5.125%, expired


Minimal amount 1 000 USD
Total amount 697 785 000 USD
Cusip 527298BF9
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.

The Bond issued by LevelThree Funding Inc. ( United States ) , in USD, with the ISIN code US527298BF96, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2023







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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 8 0 1 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 $ 7 0 0 ,0 0 0 ,0 0 0 princ ipa l a m ount of it s 5 .1 2 5 % Se nior N ot e s due 2 0 2 3
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 .1 2 5 % Se nior N ot e s due 2 0 2 3 ;
a nd
up t o $ 8 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 5
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 5
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 (i) new 5.125% Senior Notes due 2023 (the "new 2023 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 5.125% Senior Notes due 2023 (the "original 2023 notes" and together with the new 2023 notes, the "2023
notes") and (ii) new 5.375% Senior Notes due 2025 (the "new 2025 notes") of the Issuer that have been registered under the Securities
Act, for the Issuer's currently outstanding, unregistered 5.375% Senior Notes due 2025 (the "original 2025 notes" and together with the
new 2025 notes, the "2025 notes"). As used in this prospectus, (a) the 2023 notes and the 2025 notes are collectively referred to as the
"notes", (b) the new 2023 notes and the new 2025 notes are collectively referred to as the "new notes," and (c) the original 2023 notes
and the original 2025 notes are collectively referred to as the "original notes." These exchange offers consist of two separate exchange
offers, one for each series of notes.
T e rm s of t he ne w not e s offe re d in e a c h e x c ha nge offe r:
·
The terms of the new 2023 notes and the new 2025 notes are substantially identical to the terms of the original 2023
notes and the original 2025 notes, respectively, that were issued on April 28, 2015, 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; provided that
Level 3 Communications, LLC's guarantee of the notes is subordinated to its guarantee of Level 3 Financing, Inc.'s Credit
Agreement.
T e rm s of e a c h e x c ha nge offe r:
·
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Each exchange offer expires at 5:00 p.m., New York City time, on January 11, 2016, unless it is extended.
·
Original notes that are validly tendered and not validly withdrawn before the applicable exchange offer expires will be
exchanged for an equal principal amount of the applicable new notes.
·
Tenders of original notes may be withdrawn at any time prior to the expiration of the applicable 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 offers.
·
Neither exchange offer is conditioned on the consummation of the other exchange offer.
Se e "Risk Factors" be ginning on pa ge 1 4 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.
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 De c e m be r 1 0 , 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 4 , 2 0 1 6 .
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

14
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RISK FACTORS

14
USE OF PROCEEDS

20
SELECTED HISTORICAL FINANCIAL DATA OF LEVEL 3

21
THE EXCHANGE OFFERS

27
DESCRIPTION OF INDEBTEDNESS OF LEVEL 3 COMMUNICATIONS, INC. AND THE ISSUER
38
DESCRIPTION OF THE NOTES

47
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
109
PLAN OF DISTRIBUTION
113
LEGAL MATTERS
114
EXPERTS
114
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
114
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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
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 (as defined below). 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, and assumptions.
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 that 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; and
·
other statements of expectations, beliefs, future plans and strategies, anticipated developments and other matters that are
not historical facts.
These 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 and free cash flow from the services Level 3 offers;
·
successfully integrate the operations of tw telecom or otherwise realize any of the anticipated benefits of that acquisition;
·
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; and
·
meet all of the terms and conditions of Level 3's debt obligations.
Except as required by applicable law and regulations, Level 3 undertakes no obligation to publicly update any 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 SEC that are incorporated by reference in this prospectus, including
Parent's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 27, 2015, as amended
on March 20, 2015.
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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 applicable exchange offer. You should carefully read the
entire prospectus, including the documents incorporated in it by reference. This prospectus and each of the letters of transmittal that
accompanies it collectively constitute each of the respective exchange offers.
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.
In this prospectus, any amounts shown on an "as adjusted" basis have been adjusted to reflect, as applicable (i) the full and
unconditional guarantee of the original notes on an unsecured basis by Level 3 LLC on September 1, 2015, (ii) the issuance by the
Issuer of $900 million principal amount of 5.375% Senior Notes due 2024 and (iii) the redemption of all the Issuer's $900 million
outstanding principal amount of 8.625% Senior Notes due 2020 with the net proceeds of the 5.375% Notes Offering (as defined below)
and 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
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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.
Issuance of 5.375% Senior Notes due 2024; Redemption of 8.625% Senior Notes due 2020 of the Issuer
On November 13, 2015, the Issuer issued $900 million aggregate principal amount of 5.375% Senior Notes due 2024 (the
"5.375% Notes Offering") 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 Issuer's obligations under the 5.375% Senior Notes due 2024 are fully and unconditionally
guaranteed on an unsecured basis by Parent. Each of Parent and the Issuer has agreed to endeavor in good faith using commercially
reasonable efforts to cause Level 3 LLC to obtain all material governmental authorizations and consents required in order for it to
guarantee the 5.375% Senior Notes due 2024 at the earliest practicable date and to enter into a guarantee of those notes promptly
thereafter. The net proceeds from the 5.375% Notes Offering, together with cash on hand, will be used to redeem approximately
$900 million aggregate principal amount of the Issuer's outstanding 8.625% Senior Notes due 2020. On November 13, 2015, an
irrevocable notice of redemption was distributed to holders of the Issuer's 8.625% Senior Notes. The redemption of the outstanding
aggregate principal amount of all the 8.625% Senior Notes is scheduled to occur on December 13, 2015. Following the completion of
the redemption, $0 in aggregate principal amount of the 8.625% Senior Notes due 2020 remains outstanding. See "Description of
Indebtedness of Level 3 Communications, Inc. and the Issuer."

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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 September 30, 2015, on an as adjusted basis, and
only depicts certain of the Issuer's subsidiaries. For a discussion of the 8.625% Proceeds Note, the 7% Proceeds Note, the 6.125%
Proceeds Note, the 2018 Floating Rate Proceeds Note, the 2022 5.375% Proceeds Note, the 5.625% Proceeds Note, the 2024 5.375%
Proceeds Note, the 2023 Offering Proceeds Note, the 2025 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
8.625% Proceeds Note, the 7% Proceeds Note, the 6.125% Proceeds Note, the 2018 Floating Rate Proceeds Note, the 2022 5.375%
Proceeds Note, the 5.625% Proceeds Note, the 2024 5.375% Proceeds Note, the 2023 Offering Proceeds Note and the 2025 Offering
Proceeds Note collectively as the "Existing Proceeds Notes." We refer to the 8.625% Senior Notes due 2020, the 7% Senior Notes due
2020, the 6.125% Senior Notes due 2021, the Floating Rate Senior Notes due 2018, the 5.375% Senior Notes due 2022, the 5.625%
Senior Notes due 2023 and the 5.375% Senior Notes due 2024 (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 $192 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 LLC and certain other subsidiaries of the Issuer.

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(3)
The 8.625% Senior Notes due 2020, the 7% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the Floating Rate
Senior Notes due 2018, the 5.375% Senior Notes due 2022, the 5.625% Senior Notes due 2023 and the notes are guaranteed
by Parent and Level 3 LLC. The 5.375% Senior Notes due 2024 are guaranteed by Parent. Each of Parent and the Issuer has
agreed to endeavor in good faith using commercially reasonable efforts to cause Level 3 LLC to obtain all material governmental
authorizations and consents required in order for it to guarantee the 5.375% Senior Notes due 2024 at the earliest practicable
date and to enter into a guarantee of those notes promptly thereafter. Level 3 LLC's guarantees of the 8.625% Senior Notes due
2020, the 7% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the Floating Rate Senior Notes due 2018, the 5.375%
Senior Notes due 2022, the 5.625% Senior Notes due 2023 and the notes are, and any future guarantee by Level 3 LLC of the
5.375% Senior Notes due 2024 will be, subordinated to Level 3 LLC's guarantee of the Credit Agreement. See "Description of
the Notes--Note Guarantees."
(4)
Each of the Parent Intercompany Note, the Loan Proceeds Note, the 8.625% Proceeds Note, the 7% Proceeds Note, the
6.125% Proceeds Note, the 2018 Floating Rate Proceeds Note, the 2022 5.375% Proceeds Note, the 5.625% Proceeds Note,
the 2024 5.375% Proceeds Note the 2023 Offering Proceeds Note and the 2025 Offering Proceeds Note has been pledged as
security for the Credit Agreement.
(5)
These other subsidiaries are owned at multiple levels.
(6)
The Issuer is using the net proceeds from the 5.375% Offering, together with cash on hand, to redeem, satisfy and discharge,
defease or otherwise repay or retire all of the Issuer's outstanding 8.625% Senior Notes due 2020, including accrued interest,
applicable premiums and expenses. See "Recent Developments--Issuance of 5.375% Senior Notes due 2024; Redemption of
8.625% Senior Notes due 2020 of the Issuer."
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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 rs
On April 28, 2015, the Issuer privately placed (i) $700,000,000 aggregate principal amount of its 5.125% Senior Notes due 2023
(the "original 2023 notes") and (ii) $800,000,000 aggregate principal amount of its 5.375% Senior Notes due 2025 (the "original 2025
notes" and together with the original 2023 notes, the "original notes"), each 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 September 1, 2015, pursuant to supplemental indentures by and among Parent, 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 guarantee of each of the
original 2023 notes and the original 2025 notes, respectively. In addition, on September 1, 2015, Parent, Level 3 LLC, the Issuer and
The Bank of New York Mellon Trust Company, N.A., as trustee, entered into additional supplemental indentures, pursuant to which
Level 3 LLC's guarantee of each of the original 2023 notes and the original 2025 notes, respectively, is subordinated in any bankruptcy,
liquidation or winding-up proceeding to its guarantee of the Credit Agreement. The proceeds from the issuance of the original notes,
together with cash on hand, were used to (i) redeem all of the Issuer's approximately $1.2 billion outstanding aggregate principal
amount of 8.125% Senior Notes, including accrued interest, applicable premiums and expenses and (ii) redeem all of the Parent's
approximately $300 million outstanding aggregate principal amount of 8.875% Senior Notes, including accrued interest, applicable
premiums and expenses.
In connection with the private placement, the Issuer and Parent entered into registration agreements, each dated as of April 28,
2015, with the initial purchasers of the original 2023 notes and original 2025 notes, respectively. In the registration agreements, the
Issuer and Parent agreed to register under the Securities Act an offer of the Issuer's (i) new 5.125% Senior Notes due 2023 (the "new
2023 notes") and (ii) new 5.375% Senior Notes due 2025 (the "new 2025 notes"), respectively, in exchange for (a) the original 2023
notes and (b) the original 2025 notes, respectively. As used in this prospectus, (i) the new 2023 notes and the new 2025 notes are
collectively referred to as the "new notes," (ii) the original 2023 notes and the new 2023 notes are collectively referred to as the "2023
notes," (iii) the original 2025 notes and the new 2025 notes are collectively referred to as the "2025 notes," and (iv) the original notes
and the new notes are collectively referred to 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 rs
This is an offer to exchange $1,000 in principal amount of (i) new 2023
notes for each $1,000 in principal amount of outstanding original 2023
notes and (ii) new 2025 notes for each $1,000 in principal amount of
outstanding original 2025 notes. The Exchange Offers consist of two
separate exchange offers, one for each series of 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
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(4)
the new notes will not contain any provisions regarding the
payment of Special Interest (as defined herein).

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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.

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 each 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 (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
applicable original notes. If an exchange offers is completed on the
terms and within the time period contemplated by this prospectus, no
Special Interest will be payable on the applicable original notes. See
"The Exchange Offers--Special Interest."

N o M inim um Condit ion
Each exchange offer is not conditioned on any minimum aggregate
principal amount of applicable original notes being tendered for
exchange. Neither exchange offer is conditioned on the consummation
of the other exchange offer.

Ex pira t ion Da t e
Each exchange offer will expire at 5:00 p.m., New York City time, on
January 11, 2016, 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 applicable 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 each exchange offer is subject to
certain conditions. See "The Exchange Offers--Conditions to the
Exchange Offers." The Issuer reserves the right to terminate or amend
either or both of the exchange offers 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 applicable expiration date. Any original notes not accepted for any
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reason will be returned to you without expense as promptly as
practicable after the expiration or termination of the exchange offers.

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

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Table of Contents
M a t e ria l U nit e d St a t e s Fe de ra l I nc om e T a x
The exchange of original notes for new notes by U.S. Holders, as defined
Conside ra t ions
below, 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."

Effe c t on H olde rs of Origina l N ot e s
If an exchange offer is completed on the terms and within the period
contemplated by this prospectus, holders of the applicable 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 applicable exchange offer, the trading
market, if any, for those original notes could be adversely affected. See
"The Exchange Offers--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 each 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 each 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
$700,000,000 aggregate principal amount of 5.125% senior
notes due 2023.

$800,000,000 aggregate principal amount of 5.375% senior
notes due 2025.

M a t urit y
The 2023 notes mature on May 1, 2023.

The 2025 notes mature on May 1, 2025.

I nt e re st
Interest on the new 2023 notes will accrue at the rate of 5.125%
per annum and interest on the new 2025 notes will accrue at the
rate of 5.375% per annum. Interest accrues on the notes from
April 28, 2015 or from the most recent date to which interest has
been paid, and will be payable in cash semiannually in arrears
on March 1 and September 1 of each year, commencing
September 1, 2015, to the persons who are registered holders of
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the notes at the close of business on the preceding February 15
or August 15, as the case may be. Interest on the notes will be
computed on the basis of a 360-day year comprised of twelve
30-day months.

6
Table of Contents
N ot e Gua ra nt e e s

The notes are fully and unconditionally guaranteed on an
unsubordinated and unsecured basis by Parent and 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.

Offe ring Proc e e ds N ot e s; Re la t ive Priorit y of
The Issuer lent the net proceeds received by it from the offering
I nt e rc om pa ny Obliga t ions
of the 2023 notes, 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 2023 notes (the "2023 Offering Proceeds Note"). The Issuer
lent the net proceeds received by it from the offering of the 2025
notes, 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
2025 notes (the "2025 Offering Proceeds Note" and, together
with the 2023 Offering Proceeds Note, the "Offering Proceeds
Notes"). 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
$900 million, representing the gross proceeds to the Issuer from
the issuance of its 8.625% Senior Notes due 2020, which note is
referred to as the "8.625% Proceeds Note"; (2) 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 referred to as the "7% Proceeds Note";
(3) 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"; (4) 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"; (5) in an aggregate principal amount of
$1.0 billion, representing the gross proceeds to the Issuer from
the issuance of its 5.375% Senior Notes due 2022, which note is
referred to as the "2022 5.375% Proceeds Note"; (6) in an
aggregate principal amount of $500 million, representing the
gross proceeds to the Issuer from the issuance of its 5.625%
Senior Notes due 2023, which note is referred to as the "5.625%
Proceeds Note"; and (7) in an aggregate principal amount of
$900 million, representing the gross proceeds to the Issuer from
the issuance of its 5.375% Senior Notes due 2024, which note is
referred to as the "2024 5.375% Proceeds Note" (each as
defined in "Description of the Notes--Certain Definitions" and
collectively, the "Existing Proceeds Notes").
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