Obligation Level Three Funding 6.125% ( US527298AY94 ) en USD

Level Three Funding

100 % ▼

Etas-Unis

US527298AY94 ( en USD )

6.125% par an ( paiement semestriel )

15/01/2021 - Obligation échue

Prospectus brochure de l'obligation Level 3 Financing US527298AY94 en USD 6.125%, échue

1 000 USD

640 000 000 USD

527298AY9

N/A

Le financement de niveau 3, dans le contexte du financement de projets, fait référence à des prêts subordonnés ou à des capitaux propres, généralement utilisés pour combler le déficit de financement restant après le financement de niveau 1 (principalement dette senior) et de niveau 2 (dette mezzanine).

L'Obligation émise par Level Three Funding ( Etas-Unis ) , en USD, avec le code ISIN US527298AY94, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2021

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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 1
Prospe c t us
Le ve l 3 Fina nc ing, I nc .
Offe r t o Ex c ha nge
up t o $ 6 4 0 ,0 0 0 ,0 0 0 princ ipa l a m ount of it s 6 .1 2 5 % Se nior N ot e s due 2 0 2 1
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 6 .1 2 5 % Se nior N ot e s due 2 0 2 1
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 6.125% Senior Notes due 2021 (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 6.125% Senior Notes due 2021 (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 14,
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 6 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

16
RISK FACTORS

16
USE OF PROCEEDS

44
SELECTED HISTORICAL FINANCIAL DATA OF LEVEL 3

45
THE EXCHANGE OFFER

50
DESCRIPTION OF INDEBTEDNESS OF LEVEL 3 COMMUNICATIONS, INC., THE ISSUER AND
LEVEL 3 ESCROW II, INC.

60
DESCRIPTION OF THE NOTES

70
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
128
PLAN OF DISTRIBUTION
132
LEGAL MATTERS
133
EXPERTS
133
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
133
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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;
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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;
·
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 businesses within the anticipated timeframe.
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.
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Re c e nt De ve lopm e nt s
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 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." 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 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 and the Floating Rate Senior Notes due
2018 (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 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 November 14, 2013, the Issuer privately placed $640,000,000 aggregate principal amount of its 6.125% Senior Notes due
2021 (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 14, 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 6.125% Senior Notes due 2021 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.

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 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."

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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."
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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
$640,000,000 aggregate principal amount of new notes in
exchange for $640,000,000 aggregate principal amount of original
notes.

M a t urit y
January 15, 2021.

I nt e re st
Interest on the new notes will accrue at the rate of 6.125% per
annum from November 14, 2013 or from the most recent date to
which interest has been paid, and will be payable in cash
semiannually in arrears on April 15 and October 15 of each year,
commencing April 15, 2014, to the persons who are registered
holders of the notes at the close of business on the preceding
April 1 or October 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

8
Table of Contents
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.

Offe ring Proc e e ds N ot e ; Re la t ive Priorit y of
The Issuer lent the net proceeds received by it from the offering of
I nt e rc om pa ny Obliga t ions
the original 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
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
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