Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an


           Off-Balance
           Sheet Arrangement of the Registrant










Level 3 Financing Tranche B 2027 Term Loan
On November 29, 2019, Level 3 Financing, Inc. ("Level 3 Financing"), a Delaware
corporation and an indirect wholly owned subsidiary of CenturyLink, Inc.
("CenturyLink"), entered into a thirteenth amendment agreement (the "Thirteenth
Amendment Agreement") to the Existing Credit Agreement (as defined below) to
incur $3,110,500,000 in aggregate borrowings under the Existing Credit Agreement
through a new Tranche B 2027 Term Loan (the "Tranche B 2027 Term Loan"). The net
proceeds of the Tranche B 2027 Term Loan, together with the proceeds of the
Notes (as defined below), were used to
pre-pay
in full Level 3 Financing's Tranche B 2024 Term Loan under the Existing Credit
Agreement in an aggregate outstanding principal amount of $4,610,500,000. The
Tranche B 2027 Term Loan matures on March 1, 2027. The Tranche B 2027 Term Loan
was priced to lenders at par, with the payment to the lenders of an upfront 25
basis point fee at closing.
The Tranche B 2027 Term Loan has an interest rate, in the case of any ABR
Borrowing (as defined in the Restated Credit Agreement), equal to (a) the
greater of (i) the Prime Rate (as defined in the Restated Credit Agreement) in
effect on such day, (ii) the Federal Funds Effective Rate (as defined in the
Restated Credit Agreement) in effect on such day plus
1
/
2
of 1% and (iii) the sum of (A) the LIBO Rate (as defined in the Restated Credit
Agreement) for a one month interest period on such day (which LIBO Rate will in
no event be less than 0%) plus (B) 1.0%, plus (b) 0.75% per annum. In the case
of any Eurodollar Borrowing (as defined in the Restated Credit Agreement), the
Tranche B 2027 Term Loan bears interest at the LIBO Rate for the interest period
for such borrowing (which LIBO Rate will in no event be less than 0%) plus 1.75%
per annum.
In connection with the Thirteenth Amendment Agreement, Level 3 Financing agreed
that certain prepayments or "repricings" of the Tranche B 2027 Term Loan from
the closing date of the Thirteenth Amendment Agreement until May 29, 2020 will
be subject to a 1.00% premium.
Level 3 Parent, LLC as guarantor ("Level 3 Parent"), Level 3 Financing, as
borrower, Merrill Lynch Capital Corporation, as Administrative Agent and
Collateral Agent, and certain other agents and certain lenders are party to that
certain Credit Agreement, dated as of March 13, 2007, as amended and restated by
that certain Twelfth Amendment Agreement, dated as of February 22, 2017 (the
"Existing Credit Agreement"). The Existing Credit Agreement as further amended
and restated by the Thirteenth Amendment Agreement is referred to herein as the
"Restated Credit Agreement."
Level 3 Financing's obligations under the Tranche B 2027 Term Loan are, subject
to certain exceptions, secured by certain of the assets of (i) Level 3 Parent
and (ii) certain of Level 3 Parent's material domestic subsidiaries which are
engaged in the telecommunications business and which were able to grant a lien
on their assets without regulatory approval. Level 3 Parent and certain of its
subsidiaries have also guaranteed the obligations of Level 3 Financing under the
Tranche B 2027 Term Loan. Upon obtaining regulatory approvals, Level 3
Communications, LLC, an indirect, wholly owned subsidiary of Level 3 Parent
("Level 3 LLC"), and certain other material domestic subsidiaries of Level 3
Pare
nt

will guarantee and, subject to certain exceptions, pledge certain of their assets to secure, the obligations under the Tranche B 2027 Term Loan. The Thirteenth Amendment Agreement effected certain amendments to the Restated Credit Agreement to, among other things, (i) increase certain "baskets" or threshold ratios applicable under the restrictive covenants set forth therein, (ii) change certain provisions relating to obtaining "investment grade" ratings and the related suspension of certain covenants, (iii) change certain calculations used to measure EBITDA for the purpose of certain restrictive covenants and (iv) to "freeze" the treatment of capital lease obligations under generally accepted accounting principles. The terms of the Restated Credit Agreement are otherwise substantially the same as those in the Existing Credit Agreement.

--------------------------------------------------------------------------------



The foregoing description of the Thirteenth Amendment Agreement does not purport
to be complete and is qualified in its entirety by reference to the Thirteenth
Amendment Agreement and the accompanying Restated Credit Agreement, a copy of
which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Level 3 Financing Senior Secured Notes
Also on November 29, 2019, Level 3 Financing entered into two separate
indentures (each an "Indenture", and collectively, the "Indentures") with The
Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, in
connection with Level 3 Financing's issuance of (i) $750,000,000 aggregate
principal amount of its 3.400% Senior Secured Notes due 2027 (the "2027 Notes")
and (ii) $750,000,000 aggregate principal amount of its 3.875% Senior Secured
Notes due 2029 (the "2029 Notes" and together with the 2027 Notes, the "Notes").
The net proceeds from the offering of the Notes, together with the net proceeds
of the Tranche B 2027 Term Loan, were used

to



refinance Level 3 Financing's Tranche B 2024 Term Loan under the Existing Credit
Agreement.
Interest on the 2027 Notes will accrue from November 29, 2019 and is payable on
March 1 and September 1 of each year, beginning on March 1, 2020. Interest on
the 2029 Notes will accrue from November 29, 2019 and is payable on May 15 and
November 15 of each year, beginning on May 15, 2020.
Each series of the Notes are (i) unsubordinated and secured obligations of
Level 3 Financing, ranking equal in right of payment with all existing and
future indebtedness of Level 3 Financing that is not expressly subordinated in
right of payment to the Notes; (ii) secured on a senior lien basis by the
collateral securing the Notes, subject to a shared lien of equal priority with
the other senior secured obligations of Level 3 Financing secured by such
collateral of Level 3 Financing and subject to other liens permitted by the
applicable indenture related to such series of Notes; (iii) effectively senior
to all existing and future senior unsecured indebtedness of Level 3 Financing to
the extent of the value of the collateral provided by Level 3 Financing (after
giving effect to the sharing of such value with holders of equal ranking liens
on such collateral); (iv) contractually senior in right of payment to all
existing and future indebtedness of Level 3 Financing that is expressly
subordinated in right of payment to such series of Notes; (v) effectively
subordinated to any obligations of Level 3 Financing secured by liens on assets
of Level 3 Financing that do not constitute collateral, to the extent of the
value of such assets; and (vi) effectively subordinated to all liabilities of
Level 3 Financing's subsidiaries that are not guarantors. For all purposes under
the applicable indenture, holders of a series of Notes will vote, consent or
otherwise take action as a separate class and not jointly with the other series
of Notes.
The Notes are fully and unconditionally guaranteed, jointly and severally, on an
unsubordinated and secured basis by Level 3 Parent and certain of Level 3
Parent's material domestic subsidiaries which are engaged in the
telecommunications business and which were able to guarantee the Notes without
regulatory approval and, subject to the receipt of applicable regulatory
approvals, Level 3 LLC and other material domestic subsidiaries of Level 3
Financing will guarantee each series of Notes. The Notes and, subsequent to
receipt of any requisite governmental authorizations and consents, each such
guarantee will be secured by the same collateral pledged by Level 3 Financing or
such guarantor, as the case may be, to secure the Existing Credit Agreement or
the guarantee thereof of each such guarantor, as applicable.
The 2027 Notes will be subject to redemption at the option of Level 3 Financing,
in whole or in part, at any time or from time to time, upon not less than 10 nor
more than 60 days' prior notice, (i) prior to January 1, 2027 at 100% of the
principal amount of 2027 Notes so redeemed plus (A) the applicable make-whole
premium set forth in the Indenture, as of the redemption date and (B) accrued
and unpaid interest thereon (if any) up to, but not including, the redemption
date, and (ii) on and after January 1, 2027, at 100% of the principal amount of
2027 Notes so redeemed plus accrued and unpaid interest thereon (if any) up to,
but not including the redemption date.
The 2029 Notes will be subject to redemption at the option of Level 3 Financing,
in whole or in part, at any time or from time to time, upon not less than 10 nor
more than 60 days' prior notice, (i) prior to August 15, 2029 at 100% of the
principal amount of 2029 Notes so redeemed plus (A) the applicable make-whole
premium set forth in the Indenture, as of the redemption date and (B) accrued
and unpaid interest thereon (if any) up to, but not including, the redemption
date, and (ii) on and after August 15, 2029, at 100% of the principal amount of
2029 Notes so redeemed plus accrued and unpaid interest thereon (if any) up to,
but not including the redemption date.

--------------------------------------------------------------------------------



The offering of each series of Notes was not registered under the Securities Act
of 1933, as amended, and the Notes may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. The Notes were sold to persons reasonably believed to be
"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.
The foregoing description of each of the Indentures does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
each of the Indentures. A copy of the 2027 Indenture is attached as Exhibit 10.2
hereto and a copy of the 2029 Indenture is attached as Exhibit 10.3 hereto, each
of which is incorporated herein by reference.
Item 8.01. Other Events

On December 2, 2019, CenturyLink issued a press release announcing Level 3 Financing's completion of the offering of the Notes and its entry into the Thirteenth Amendment Agreement. That press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full. Item 9.01. Financial Statements and Exhibits












(d) Exhibits












  10.1        Thirteenth Amendment Agreement to the Amended and Restated Credit
            Agreement, dated as of November 29, 2019, among Level 3 Parent, LLC,
            Level 3 Financing, Inc., the Lenders party thereto and Merrill Lynch
            Capital Corporation.

  10.2        Indenture, dated as of November 29, 2019, among Level 3 Parent, LLC
            and the other guarantors party thereto, Level 3 Financing, Inc., as
            Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee
            and Notes Collateral Agent, relating to the 3.400% Senior Secured Notes
            due 2027 of Level 3 Financing, Inc.

  10.3        Indenture, dated as of November 29, 2019, among Level 3 Parent, LLC
            and the other guarantors party thereto, Level 3 Financing, Inc., as
            Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee
            and Notes Collateral Agent, relating to the 3.875% Senior Secured Notes
            due 2029 of Level 3 Financing, Inc.

  99.1        Press Release, dated December 2, 2019, relating to the Completion of
            the Offering of Level 3 Financing's Senior Secured Notes and Senior
            Secured Credit Agreement.

  104       Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses