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LEVEL 3 PARENT, LLC Form 8-K: Current report, 2015

LEVEL 3 PARENT, LLC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2015-11-13: Form 8-K; Period of report 2015-11-13; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events; Details 2.03.
  • 2015-11-13: Form 8-K; Period of report 2015-11-12; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2015-10-30: Form 8-K; Period of report 2015-10-29; Description 8.01 Other Events; Details 8.01.
  • 2015-10-28: Form 8-K; Period of report 2015-10-28; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2015-11-138-K2015-11-131.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events2.03 On November 13, 2015, Level 3 Communications, Inc. (“Level 3”) and its wholly owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), entered into an indenture (the “Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee, in connection with Level 3 Financing’s issuance of $900,000,000 aggregate principal amount of its 5.375% Senior Notes due 2024 (the “Notes”).
8.01 On November 13, 2015, Level 3 distributed a notice of redemption to the holders of Level 3’s 8.625% Senior Notes due 2020.
a15-22959_18k.htm
2015-11-138-K2015-11-125.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On November 12, 2015, the Board of Directors (the “Board”) of Level 3 Communications, Inc. (“Level 3”) amended and restated Level 3’s By-laws (the “Amended and Restated By-Laws”), effective immediately, to implement a majority voting standard for uncontested elections of directors, proxy access rights for eligible stockholders and a forum selection provision and to amend the advance notice provisions, among other amendments.a15-22986_18k.htm
2015-10-308-K2015-10-298.01 Other Events8.01 On October 29, 2015, Level 3 Communications, Inc. (“Level 3”) issued a press release announcing that its wholly owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), planned to offer $500 million aggregate principal amount of senior unsecured notes that will mature in 2024 and will bear interest at a fixed rate in a proposed private offering to “qualified institutional buyers”, as defined in Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended.a15-22091_18k.htm
2015-10-288-K2015-10-282.02 Results of Operations and Financial Condition2.02 On October 28, 2015, Level 3 Communications, Inc. (“Level 3”) issued a press release relating to, among other things, third quarter 2015 financial results, including certain full year 2015 financial projections.a15-21548_18k.htm
2015-09-028-K2015-09-011.01 Entry into a Material Definitive Agreement1.01 On September 1, 2015, Level 3 Financing, Inc. (“Level 3 Financing”), a wholly owned subsidiary of Level 3 Communications, Inc. (“Parent”) entered into (i) a Supplemental Indenture (the “2023 Guarantee Supplemental Indenture”), dated as of September 1, 2015, to the Indenture (the “2023 Notes Indenture”) dated as of April 28, 2015, among Parent, as guarantor, Level 3 Financing, as issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), relating to Level 3 Financing’s 5.125% Senior Notes due 2023 (the “2023 Notes”) and (ii) a Supplemental Indenture (the “2025 Guarantee Supplemental Indenture” and, together with the 2023 Guarantee Supplemental Indenture, the “Guarantee Supplemental Indentures”), dated as of September 1, 2015, to the Indenture (the “2025 Notes Indenture” and, together with the 2023 Notes Indenture, the “Indentures”) dated as of April 28, 2015, among Parent, as guarantor, Level 3 Financing, as issuer and the Trustee, as trustee, relating to Level 3 Financing’s 5.375% Senior Notes due 2025 (the “2025 Notes”, and together with the 2023 Notes, the “Notes”).a15-18828_18k.htm
2015-07-298-K2015-07-292.02 Results of Operations and Financial Condition2.02 On July 29, 2015, Level 3 Communications, Inc. (“Level 3”) issued a press release relating to, among other things, second quarter 2015 financial results, including certain full year 2015 financial projections.a15-16376_18k.htm
2015-06-048-K2015-06-031.01 Entry into a Material Definitive Agreement1.01 On June 3, 2015, Level 3 Financing, Inc. (“Level 3 Financing”), a wholly owned subsidiary of Level 3 Communications, Inc. (“Parent”) entered into a Supplemental Indenture (the “Guarantee Supplemental Indenture”), dated as of June 3, 2015, to the Indenture, (the “Indenture”) dated as of January 29, 2015, among Parent, as guarantor, Level 3 Financing, as issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), relating to Level 3 Financing’s 5.625% Senior Notes due 2023 (the “Notes”).a15-13474_18k.htm
2015-05-228-K2015-05-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.02 On May 21, 2015, at the annual meeting of stockholders (the “Annual Meeting”) of Level 3 Communications, Inc. (the “Company” or “Level 3” or “we” or “us” or “our”), the Company’s stockholders approved the Level 3 Communications, Inc. Stock Incentive Plan (the “Plan”), which had previously been approved by the Company’s Board of Directors, subject to stockholder approval.
5.07 The Company held its 2015 annual meeting of stockholders on May 21, 2015.
8.01 Effective May 21, 2015, the Board determined that only two non-employee members of the Board are required to serve on the Classified Business and Security Committee.
lvlt_8-kx052215.htm
2015-05-158-K2015-05-081.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On May 8, 2015, Level 3 Financing, Inc. (“Level 3 Financing”), a Delaware corporation and a wholly owned subsidiary of Level 3 Communications, Inc. (the “Company” or “Level 3”), entered into a tenth amendment agreement (the “Tenth Amendment Agreement”) to the Existing Credit Agreement (as defined below) to incur $2,000,000,000 in aggregate borrowings under the Existing Credit Agreement through a new Tranche B-II 2022 Term Loan (the “Tranche B-II 2022 Term Loan”).
2.03 The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
a15-11776_18k.htm
2015-04-308-K2015-04-281.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events2.03 On April 28, 2015, Level 3 Communications, Inc. (“Level 3”) and its wholly owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), entered into an indenture (the “ 2023 Notes Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee, in connection with Level 3 Financing’s issuance of $700,000,000 aggregate principal amount of its 5.125% Senior Notes due 2023 (the “5.125% Senior Notes”).
8.01 On April 28, 2015, Level 3 distributed a notice of redemption to the holders of Level 3’s 8.875% Senior Notes due 2019.
a15-10159_18k.htm
2015-04-298-K2015-04-292.02 Results of Operations and Financial Condition2.02 On April 29, 2015, Level 3 Communications, Inc. (“Level 3”) issued a press release relating to, among other things, first quarter 2015 financial results, including certain full year 2015 financial projections.a15-10038_18k.htm
2015-04-158-K2015-04-148.01 Other Events8.01 On April 14, 2015, Level 3 Communications, Inc. (“Level 3”) issued a press release announcing that its wholly owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), planned to offer $1.2 billion aggregate principal amount of senior unsecured notes that will mature in 2023 and senior unsecured notes that will mature in 2025, each of which will bear interest at a fixed rate in a proposed private offering to “qualified institutional buyers”, as defined in Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended.a15-9032_28k.htm
2015-03-068-K/A2014-12-312.01 Completion of Acquisition or Disposition of Assets2.01 On November 17, 2014, Level 3 Communications, Inc. (the “Company” or “Level 3”) filed with the Securities and Exchange Commission an amendment to its Current Report on Form 8-K filed on November 5, 2014 in connection with the completion on October 31, 2014 of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 15, 2014, by and among the Company, two of its wholly owned subsidiaries and tw telecom inc.lvlt_8-kaxx12312014xpfxfsx.htm
2015-03-038-K2015-03-028.01 Other Events8.01 On March 2, 2015, Level 3 Communications, Inc. announced that its wholly owned subsidiary, Level 3 Financing, Inc., issued a notice to redeem 100% of the aggregate principal amount of its 9.375% Senior Notes due 2019 (the "Notes") on April 1, 2015.lvlt_8-kx030315item8x01debt.htm
2015-03-038-K2015-03-028.01 Other Events8.01 Effective March 2, 2015, the Board of Directors (the “Board”) of Level 3 Communications, Inc. (the “Company”) determined that The Vanguard Group, Inc. together with its subsidiaries (collectively, “Vanguard”), who acts, or may in the future act, as the manager and/or investment advisor of various investment funds and accounts (collectively, the “Funds” and, together with Vanguard, the “Vanguard Investors”) are collectively an “Exempt Person” pursuant to clause (iv) of the definition of that term in the Company’s Rights Agreement, dated as of April 10, 2011, between the Company and Wells Fargo Bank, N.A., as rights agent (as amended effective as of July 21, 2014, the “Rights Agreement”).lvlt_8-kx030315item8x01.htm
2015-02-048-K2015-02-042.02 Results of Operations and Financial Condition2.02 On February 4, 2015, Level 3 Communications, Inc. (“Level 3”) issued a press release relating to, among other things, fourth quarter and full year 2014 financial results, including certain full year 2015 financial projections.a15-3710_18k.htm
2015-01-308-K2015-01-291.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant2.03 On January 29, 2015, Level 3 Communications, Inc. (“Level 3”) and its wholly owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), entered into an indenture (the “Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee, in connection with Level 3 Financing’s issuance of $500,000,000 aggregate principal amount of its 5.625% Senior Notes due 2023 (the “5.625% Senior Notes”).a15-3369_18k.htm
2015-01-158-K2015-01-148.01 Other Events8.01 On January 14, 2015, Level 3 Communications, Inc. (“Level 3”) issued a press release announcing that its wholly owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), plans to offer $500 million aggregate principal amount of senior unsecured notes that will mature in 2023 and will bear interest at a fixed rate in a proposed private offering to “qualified institutional buyers”, as defined in Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended.a15-2503_18k.htm