Actionable news
0
All posts from Actionable news
Actionable news in LVLT: LEVEL 3 COMMUNICATIONS INC,

SECURITIES AND EXCHANGE COMMISSION

Registration of securities, business combinations

BGCOLOR="#FFFFFF" LINK=BLUE VLINK=PURPLE>

Use these links to rapidly review the document
Table of Contents

< font size="2"> Table of Contents

As filed with the Securities and Exchange Commission on November 13, 2015

Registration No.

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LEVEL 3 FINANCING, INC.
(Exact name of registrant as specified in its charter)

LEVEL 3 COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

LEVEL 3 COMMUNICATIONS, LLC
(Exact name of registrant as specified in its charter)

1025 Eldorado Boulevard, Broomfield, Colorado 80021
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

John M. Ryan, Esq.
Executive Vice President and Chief Legal Officer
1025 Eldorado Boulevard
Broomfield, Colorado 80021
(720) 888-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

David K. Boston
Laura L. Delanoy
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not exchange for these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated November 13, 2015

Prospectus

Level 3 Financing, Inc.

Offer to Exchange
up to $700,000,000 principal amount of its 5.125% Senior Notes due 2023
which have been registered under the Securities Act of 1933
for
any and all of its outstanding unregistered 5.125% Senior Notes due 2023;
and
up to $800,000,000 principal amount of its 5.375% Senior Notes due 2025
which have been registered under the Securities Act of 1933
for
any and all of its outstanding unregistered 5.375% Senior Notes due 2025
Guaranteed by Level 3 Communications, Inc.
and Level 3 Communications, 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.

Terms of the new notes offered in each exchange offer:

    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.

Terms of each exchange offer:

    Each exchange offer expires at 5:00 p.m., New York City time, on , 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.

See " Risk Factors " beginning on page 14 for a discussion of matters that participants in the exchange offer should consider.

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.

The date of this prospectus is , 2015

This prospectus incorporates important business and financial information about the Issuer and Level 3 Communications, Inc. that is not included in or delivered with this prospectus. Level 3 will provide this information to you at no charge upon written or oral request directed to: Vice President, Investor Relations, Level 3 Communications, Inc., 1025 Eldorado Blvd., Broomfield, CO 80021, 720-888-2501. In order to ensure timely delivery of the information, any request should be made by , 2015.

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

Cautionary Factors That May Affect Future Results
(Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)

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;
    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;
    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;
    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.

RATIO OF EARNINGS TO FIXED CHARGES

Level 3's ratio of earnings to fixed charges for each of the periods indicated was as follows:

For this ratio, earnings consist of earnings (loss) before income taxes, noncontrolling interests and discontinued operations, plus fixed charges (excluding capitalized interest but including amortization of capitalized interest). Fixed charges consist of interest expensed and capitalized, plus the portion of rent expense under operating leases deemed by Level 3 to be representative of the interest factor. Level 3 had a ratio of earnings to fixed charges of approximately 1.3x for the nine months ended September 30, 2015, approximately 1.5x for the nine months ended September 30, 2014 and approximately 1.3x for the fiscal year ended December 31, 2014, and deficiencies of earnings to fixed charges of approximately $71 million for the fiscal year ended December 31, 2013, approximately $374 million for the fiscal year ended December 31, 2012, approximately $786 million for the fiscal year ended December 31, 2011 and approximately $712 million for the fiscal year ended December 31, 2010.

Before tendering original notes, prospective participants in the each of the exchange offers should consider carefully the following risks. The risks described below are not the only ones facing the Issuer and Level 3. Additional risks not presently known to Level 3 or that Level 3 currently deems immaterial may also impair Level 3's business operations. Level 3's business, financial condition or results of operations could be materially adversely affected by any of these risks. The value of the notes could decline due to any of these risks, and noteholders may lose all or part of their investment. Level 3 is, and will continue to be, subject to the risks described in Level 3's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and any amendments thereto, as such risks may be updated or supplemented in Level 3's subsequently filed Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus. The new notes, like the original notes, entail such risks.

This prospectus and the information incorporated by reference also contain forward-looking statements that involve risks and uncertainties. Level 3's actual results could differ materially from those anticipated in these forward- looking statements as a result of certain factors, including the risks faced by Level 3 described below and elsewhere in this prospectus and the information included or incorporated by reference.

Risks Relating to the Notes

You may not be able to sell your original notes if you do not exchange them for new notes in the applicable exchange offer.

If you do not exchange your original notes for new notes in the applicable exchange offer, your original notes will continue to be subject to the restrictions on transfer as stated in the legend on the original notes. In general, you may not reoffer, resell or otherwise transfer the original notes in the United States unless they are:

    offered or sold under an exemption from the Securities Act and applicable state securities laws; or
    offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

The Issuer does not currently anticipate that it will register the original notes under the Securities Act.

Holders of the original notes who do not tender their original notes will have no further registration rights under the applicable registration agreement.

Holders who do not tender their original notes, except for limited instances involving the initial purchaser or holders of original notes who are not eligible to participate in the exchange offer or who do not receive freely transferable new notes in the applicable exchange offer, will not have any further registration rights under the applicable registration agreement or otherwise and will not have rights to receive special interest.

The market for original notes may be significantly more limited after the applicable exchange offer and you may not be able to sell your original notes after the applicable exchange offer.

If original notes are tendered and accepted for exchange under the applicable exchange offer, the trading market for original notes that remain outstanding may be significantly more limited. As a result, the liquidity of the original notes not tendered for exchange could be adversely affected. The extent of the market for original notes and the availability of price quotations would depend upon a number of factors, including the number of holders of original notes remaining outstanding and the interest of securities firms in maintaining a market in the original notes. An issue of securities with a similar outstanding market value available for trading, which is called the "float," may command a lower price than would be comparable to an issue of securities with a greater float. As a result, the market price for original notes that are not exchanged in the exchange offers may be affected adversely as original notes exchanged in the exchange offers reduce the float. The reduced float also may make the trading price of the original notes that are not exchanged more volatile.

Your original notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your original notes will continue to be subject to existing transfer restrictions and you may not be able to sell your original notes.

The Issuer will not accept your original notes for exchange if you do not follow the exchange offer procedures. The Issuer will issue new notes as part of the exchange offer only after a timely receipt of your original notes, including a properly completed and duly executed letter of transmittal or an agent's message and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If the Issuer does not receive your original notes, letter of transmittal or agent's message and other required documents by the expiration date of the exchange offer, we will not accept your original notes for exchange. The Issuer is under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, the Issuer will not accept your original notes for exchange.

The Issuer's subsidiaries must make payments to the Issuer in order for the Issuer to make payments on the notes, and Parent's subsidiaries must make payments to Parent in order for Parent to make payment on its obligations as a guarantor of the notes.

The Issuer is a holding company with no material assets other than the stock of its subsidiaries, the Loan Proceeds Note, each of the Existing Proceeds Notes and the Offering Proceeds Note. Accordingly, the Issuer will depend upon dividends, loans or other distributions or payments from its subsidiaries, or capital contributions from Parent, to generate the funds necessary to meet its financial obligations, including its obligations to pay you as a holder of notes. The Issuer's subsidiaries may not generate earnings sufficient to enable it to meet its payment obligations. The

Issuer's subsidiaries are legally distinct from it and, unless they guarantee the notes, have no obligation to pay amounts due on the Issuer's debt or to make funds available to it for such payment. Similarly, Parent, the Issuer's parent company and a guarantor of the notes, is a holding company with no material assets other than the stock of its subsidiaries and the Parent Intercompany Note. Accordingly, Parent depends upon dividends, loans or other distributions or payments from its subsidiaries, including the Issuer, to generate the funds necessary to meet its financial obligations, including its obligations as a guarantor of the notes. Future debt of certain of the Issuer's subsidiaries, including any debt outstanding under the Credit Agreement, may prohibit the payment of dividends or the making of loans or advances to Parent or the Issuer. See "Description of Indebtedness of Level 3 Communications, Inc. and the Issuer." In addition, the ability of such subsidiaries to make such payments, loans or advances is limited by the laws of the relevant jurisdictions in which such subsidiaries are organized or located. In certain circumstances, the prior or subsequent approval of such payments, loans or advances is required from applicable regulatory bodies or other governmental entities. To the extent the Issuer cannot access the cash flow of its subsidiaries, and Parent is unable to access the cash flow of its subsidiaries, including the Issuer, the Issuer may not have access to sufficient cash to repay the notes, and Parent may not have sufficient cash to comply with its guarantee obligations on the notes.

Because the notes are structurally subordinated to the obligations of the Issuer's subsidiaries, you may not be fully repaid if the Issuer becomes insolvent.

Substantially all of the Issuer's operating assets are held directly by its subsidiaries. None of the Issuer's subsidiaries, other than Level 3 LLC, is required to be a guarantor of the notes. Holders of any preferred stock of any of the Issuer's subsidiaries and creditors, including trade creditors and other subsidiaries of Parent that have made intercompany loans to the Issuer's subsidiaries, have and will have claims relating to the assets of that subsidiary that are effectively senior to the notes. That is, the notes are structurally subordinated to the debt, preferred stock and other obligations of the Issuer's subsidiaries that are not guarantors. In addition to the notes, 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 and the senior secured term loans under the Credit Agreement are guaranteed by Level 3 LLC. The guarantee of the notes by Level 3 LLC is, and any guarantee of the notes issued by any other subsidiary of Parent will be, subordinated to Level 3 LLC's or such other subsidiary's guarantee of the senior secured term loans under the Credit Agreement. As of September 30, 2015, on an as adjusted basis, the Issuer's subsidiaries had approximately $1.893 billion in aggregate indebtedness and other balance sheet liabilities, excluding intercompany liabilities, deferred revenue and discount and fair value adjustments, all of which is structurally senior 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.

Level 3 LLC is the obligor on the Parent Intercompany Note, which evidences loans previously made from Parent to Level 3 LLC, and each of the Existing Proceeds Notes, the Offering Proceeds Note and the Loan Proceeds Note, each of which evidences loans previously made from the Issuer to Level 3 LLC. As of September 30, 2015, on an as adjusted basis, the outstanding principal amount of the Parent Intercompany Note was approximately $28.3 billion, the outstanding principal amount of the 8.625% Proceeds Note was $0 million, the outstanding principal amount of the 7% Proceeds Note was $775 million, the outstanding principal amount of the 6.125% Proceeds Note was $640 million, the outstanding principal amount of the Floating Rate Proceeds Note was $300 million, the outstanding principal amount of the 2022 5.375% Proceeds Note was $1.0 billion, the outstanding principal amount of the 5.625% Proceeds Note was $500 million, the outstanding

principal amount of the 2024 5.375% Proceeds Note was $900 million, the outstanding principal amount of the 2023 Proceeds Note was $700 million, the outstanding principal amount of the 2025 Proceeds Note was $800 million, and the outstanding principal amount of the Loan Proceeds Note was approximately $4.611 billion. The Issuer lent the net proceeds received by it from the issuance of the original notes to Level 3 LLC, together with cash on hand, in return for the 2023 Offering Proceeds Note and the 2025 Offering Proceeds Note from Level 3 LLC in an amount equal to the aggregate principal amount at maturity of the original notes respectively. Level 3 LLC, Parent and the Issuer entered into a Parent Intercompany Note subordination agreement that subordinates, upon the liquidation, dissolution or winding up of Level 3 LLC or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Level 3 LLC or its property, Level 3 LLC's obligations with respect to the Parent Intercompany Note to Level 3 LLC's obligations with respect to the Offering Proceeds Notes. The Parent Intercompany Note is subordinated on the same terms to each of the Existing Proceeds Notes. There is no restriction, however, on Level 3 LLC's ability to repay a portion or all of the principal of the Parent Intercompany Note, other than in a bankruptcy or similar proceeding, and in certain cases the Issuer may be able to transfer the Offering Proceeds Notes, including to Parent. If Level 3 LLC prepays the Parent Intercompany Note or the Issuer transfers the Offering Proceeds Notes to Parent or a subsidiary of Parent, the subordination of Level 3 LLC's obligations on the Parent Intercompany Note to its obligations on the Offering Proceeds Note will not provide any benefit to the holders of the notes. The Offering Proceeds Notes will not be pledged as security for the benefit of the holders of the notes, and Level 3 LLC's obligations on the Parent Intercompany Note will not be subordinated in any way to obligations with respect to the notes themselves or with respect to any guarantees of the notes. Moreover, the Issuer has pledged the Loan Proceeds Note, each of the Existing Proceeds Notes and the Offering Proceeds Notes to secure its obligations under the Credit Agreement. Parent has pledged the Parent Intercompany Note to secure its obligations under the Credit Agreement. Each of the Existing Proceeds Notes and the Offering Proceeds Note are subordinated to the Loan Proceeds Note pursuant to subordination agreements by and among the Issuer, Parent and Level 3 LLC. The right of the Issuer to payment under the Offering Proceeds Notes are pari passu to the right of the Issuer to payment under each of the Existing Proceeds Notes.

Although Parent, the Issuer and Level 3 LLC are restricted under the terms of the indentures governing the notes from taking certain actions with respect to the Offering Proceeds Note, the Parent Intercompany Notes and the Parent Intercompany Note subordination agreements, neither the trustee for the applicable notes nor the holders of the applicable notes are or will be parties to, or third party beneficiaries of, the subordination agreement or the Offering Proceeds Note. See "Description of the NotesCertain CovenantsLimitation on Actions with respect to Existing Intercompany Obligations." Because the Parent Intercompany Note is subordinated to each of the Existing Proceeds Notes and the Offering Proceeds Notes pursuant to separate subordination agreements, if one or more of these notes were transferred by the Issuer, conflicts could arise upon the liquidation, dissolution or winding up of Level 3 LLC or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Level 3 or its property.

The Issuer and its subsidiaries will transfer assets to Parent at least to the extent necessary to service Parent's existing debt obligations, and those assets will not be available to repay the notes.

The indentures relating to the notes contains substantial flexibility for the Issuer and its subsidiaries to transfer assets (by dividend, sale, loans or otherwise) to Parent. Transferred assets may not be directly or indirectly available to repay the notes. The Issuer and its subsidiaries will transfer assets to Parent at least to the extent necessary to service Parent's existing debt obligations. Although Parent has guaranteed the repayment of the notes, the guarantee is not secured and ranks equal with other unsecured debt of Parent and effectively junior to all secured

debt of Parent. Parent has substantial debt outstanding. As of September 30, 2015, on an as adjusted basis, Parent had, on an unconsolidated basis, approximately $600 million of total indebtedness, none of which is secured or subordinated indebtedness. The indentures relating to the notes and each issue of outstanding notes of Parent permit Parent to incur substantial additional debt, including substantial amounts of additional secured debt. The substantial level of debt makes it more difficult for Parent to honor its obligations under its guarantee of the notes. Substantial amounts of such existing debt of Parent will, and future debt of Parent may, mature prior to the notes. In addition, in certain instances proceeds from the sale, transfer or other disposition of assets of the Issuer and its subsidiaries may be used to repay debt of Parent. See "Description of the NotesCertain CovenantsLimitation on Asset Dispositions."

Because the notes that you hold are unsecured, you may not be fully repaid if the Issuer becomes insolvent, and guarantees of the notes and guarantees of the Offering Proceeds Notes are subordinated to guarantees of the senior secured term loans under the Credit Agreement, and creditors under the Credit Agreement have prior claims over the proceeds of certain intercompany obligations.

The notes are not secured by any of the Issuer's assets or the Issuer's subsidiaries' assets. The notes are effectively junior to obligations incurred under the Credit Agreement which is guaranteed by Parent and Level 3 LLC and secured by a substantial portion of Parent's assets and substantially all of the assets of its U.S. subsidiaries (including the Issuer), including the Parent Intercompany Note, the Loan Proceeds Note, each of the Existing Proceeds Notes and the Offering Proceeds Notes, and will also be effectively junior to the senior secured term loans under the Credit Agreement and any other secured obligations incurred under any future credit facilities, receivables and purchase money indebtedness, capitalized leases and certain other arrangements that are secured. If the Issuer becomes insolvent, the holders of the senior secured term loans under the Credit Agreement and any other secured debt would receive payments from the assets pledged as security before you receive payments and any remaining proceeds after repayment of the senior secured term loans under the Credit Agreement and any debt incurred under any future secured credit facilities may not be sufficient to repay the notes. The indentures relating to the notes expressly permit guarantees, if any, of the notes provided by subsidiaries of the Issuer to be subordinated to obligations of such subsidiaries under specified debt. Level 3 LLC's guarantee of the notes is subordinated to Level 3 LLC's guarantee of the senior secured term loans under the Credit Agreement. Additionally, guarantees of the notes (other than Parent's guarantee), the Offering Proceeds Notes and guarantees of such intercompany notes, will be subordinated to obligations in respect of the Credit Agreement and any future senior secured debt. Accordingly, holders of the senior secured term loans and other debt of the Issuer that has a senior guarantee from the Issuer's restricted subsidiaries, including Level 3 LLC, will have senior claims against the restricted subsidiaries providing such guarantees.

Parent has substantial existing debt and could incur substantial additional debt, so it may be unable to make payments on its guarantee of the notes.

As of September 30, 2015, on an as adjusted basis, Parent had on a consolidated basis approximately $11.030 billion of total indebtedness, excluding discount and fair value adjustments. The indenture relating to the notes and each issue of Parent's outstanding notes permit it to incur substantial additional debt. The substantial level of debt makes it more difficult for Parent to honor its obligations under its guarantee of the notes. Substantial amounts of Parent's existing debt will, and its future debt may, mature prior to the notes. In addition, Level 3 had, on a consolidated basis, a ratio of earnings to fixed charges of approximately 1.3x for the nine months ended September 2015, approximately 1.5x for the nine months ended September 2014 and approximately 1.3x for the fiscal year ended December 31, 2014, and deficiencies in its ratio of earnings to cover fixed charges of

approximately $71 million for the fiscal year ended December 31, 2013, approximately $374 million for the fiscal year ended December 31, 2012, approximately $786 million for the fiscal year ended December 31, 2011 and approximately $712 million for the fiscal year ended December 31, 2010. See "Ratio of Earnings to Fixed Charges." Level 3 may not become profitable or sustain profitability in the future. Accordingly, the Issuer may not have access to sufficient funds to make payments on the notes.

The Credit Agreement may prohibit the Issuer from making payment on the notes.

As discussed in the section "Description of Indebtedness of Level 3 Communications, Inc. and the Issuer," the Credit Agreement limits the Issuer's ability to make payments on any outstanding indebtedness other than regularly scheduled interest and principal payments as and when due. As a result, the Credit Agreement could prohibit the Issuer from making any payment on a series of notes in the event that such series of notes are accelerated or the holders thereof require Level 3 to repurchase notes upon the occurrence of a change in control triggering event. Any such failure to make payments on the notes would cause the Issuer to default under the respective indenture governing such series of notes, which in turn is likely to be a default under the Credit Agreement and other outstanding and future indebtedness.

If Parent experiences a change of control, the Issuer may be unable to purchase the notes you hold as required under the indentures relating to the notes.

Upon the occurrence of certain designated events, the Issuer must make an offer to purchase all outstanding notes at a purchase price equal to 101% of the principal amount of the applicable series of notes, plus accrued and unpaid interest thereon (if any). The Issuer may not have sufficient funds to pay the purchase price for all the notes tendered by holders seeking to accept the offer to purchase. In addition, the indentures relating to the notes and Level 3's other debt agreements, including the Credit Agreement, may require the Issuer and/or Parent to repurchase the other debt upon a change of control or may prohibit the Issuer and/or Parent from purchasing any notes before their stated maturity, including upon a change of control. Subject to certain exceptions, the Credit Agreement requires the Issuer to prepay the senior secured term loans and any other loans under the Credit Agreement within 30 days after the occurrence of a change of control triggering event (as defined in the Credit Agreement). See "Description of the NotesCertain CovenantsChange of Control Triggering Event."

There is no public market for the notes, which could limit their market price or your ability to sell them.

Each series of new notes will be new securities for which there is currently no public trading market. The Issuer does not intend to apply for listing of the notes on any securities exchange or for the inclusion of the notes in any automated quotation system. If any of the notes are traded after their initial issuance, they may trade at a discount from their principal amount depending on many factors, including prevailing interest rates, the market for similar securities and other factors, including general economic conditions and Level 3's financial condition, performance and prospects. Any decline in trading prices, regardless of the cause, may adversely affect the liquidity and trading markets for the new notes.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

The notes are guaranteed by Parent and Level 3 LLC and may, under certain circumstances in the future, be guaranteed by subsidiaries of the Issuer or other subsidiaries of Parent. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee

could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

    received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; and
    was insolvent or rendered insolvent by reason of the incurrence of the guarantee; or
    was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or
    intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

    the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
    the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
    it could not pay its debts as they become due.

In certain circumstances, subsidiaries of Parent may provide guarantees of the Offering Proceeds Notes. Any such guarantee could be subject to the same risks described above.

None of the Issuer, Parent or Level 3 LLC will receive any proceeds from the issuance of the new notes pursuant to each exchange offer.

SELECTED HISTORICAL FINANCIAL DATA OF LEVEL 3

The following table presents Level 3's selected historical consolidated financial data as of September 30, 2015 and 2014, and for the nine months ended September 30, 2015 and 2014, and as of and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010. You should read this information in conjunction with Level 3's consolidated financial statements and related notes included in Level 3's Quarterly Report on Form 10-Q for the period ended September 30, 2015 filed on November 6, 2015 and Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on February 27, 2015, as amended on March 20, 2015, which are incorporated by reference in this document and from which this information is derived. See the section titled "Where You Can Find More Information; Incorporation by Reference."

Purpose of each Exchange Offer

On April 28, 2015, the Issuer privately placed (i) $700,000,000 aggregate principal amount of the original 2023 notes and (ii) $800,000,000 aggregate principal amount of the original 2025 notes, each in a transaction exempt from registration under the Securities Act and Parent fully and unconditionally guaranteed the original notes on an unsecured basis. Accordingly, the original notes may not be reoffered, resold or otherwise transferred in the United States unless so registered or unless an exemption from the Securities Act registration requirements is available.

On September 1, 2015, pursuant to a supplemental indenture 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 the 2023 notes. 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 an additional supplemental indenture, pursuant to which Level 3 LLC's guarantee of the 2023 notes is subordinated in any bankruptcy, liquidation or winding-up proceeding to Level 3 LLC's guarantee of the Credit Agreement.

In addition, on September 1, 2015, pursuant to a supplemental indenture 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 the 2025 notes. 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 an additional supplemental indenture, pursuant to which Level 3 LLC's guarantee of the 2025 notes is subordinated in any bankruptcy, liquidation or winding-up proceeding to Level 3 LLC's guarantee of the Credit Agreement.

In connection with the private placements, the Issuer and Parent entered into registration agreements, dated as of April 28, 2015, with the initial purchasers of the original 2023 notes and the original 2025 notes, respectively. In the registration agreements relating to each of the original notes, the Issuer and Parent have agreed with the initial purchasers of such original notes to:

    file a registration statement with the SEC relating to each exchange offer not later than January 23, 2016;
    use their commercially reasonable efforts to cause the exchange offer registration statement to become effective under the Securities Act by April 22, 2016; and
    upon effectiveness of the exchange offer registration statement, promptly commence each exchange offer.

In addition, the Issuer and Parent have agreed to keep the each exchange offer open for at least 20 business days, or longer if required by applicable law, after the date notice of each exchange offer is mailed to the holders of the original notes. The new notes are being offered under this prospectus to satisfy these obligations of the Issuer and Parent under the registration agreements. These exchange offers consist of two separate exchange offers, one for each series of notes.

Terms of each Exchange

Upon the terms and subject to the conditions contained in this prospectus and in the applicable letter of transmittal that accompanies this prospectus, the Issuer is offering to exchange (i) $1,000 in principal amount of new 2023 notes for each $1,000 in principal amount of outstanding original 2023 notes and (ii) $1,000 in principal amount of new 2025 notes for each $1,000 in principal amount of

outstanding original 2025 notes. The terms of the new notes are substantially identical to the terms of the original notes for which they may be exchanged in the applicable exchange offer, 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 certain rights of the holders of the original notes under the registration agreement, which rights will terminate on completion of the exchange offer; and

    (4) the new notes will not contain any provisions regarding the payment of special interest.

The new notes will evidence the same debt as the original notes and will be entitled to the benefits of the respective indenture. See "Description of the Notes."

Each exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered for exchange and is not conditioned on the consummation of the other exchange offer.

Based on interpretations by the SEC's staff in no-action letters issued to other parties, the Issuer believes that holders of new notes issued in the exchange offers may transfer the new notes without complying with the registration and prospectus delivery requirements of the Securities Act if the holders:

    (1) acquired the new notes in the ordinary course of the holders' business;

    (2) are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new notes;

    (3) are not affiliates of the Issuer within the meaning of Rule 405 under the Securities Act;

    (4) are not broker-dealers who acquired original notes directly from the Issuer; and

    (5) are not broker-dealers who acquired original notes as a result of market-making or other trading activities.

See "Plan of Distribution."

Each broker-dealer that receives new notes for its own account in exchange for original notes, where such original notes were acquired by such broker- dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "Plan of Distribution."

Each letter of transmittal that accompanies this prospectus 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. A participating broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of new notes received in exchange for original notes where those new notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. The Issuer and Parent have agreed that, starting on the date of this prospectus and ending on the close of business on the day that is 270 days following the date of this prospectus, they will make this prospectus available to any broker-dealer for use in connection with any resale of this kind.

Tendering holders of original notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the applicable letter of transmittal, transfer taxes relating to the exchange of original notes for new notes in the exchange offer.

Shelf Registration Statement

If:

    (1) because of any change in law or applicable interpretations of the staff of the SEC, the Issuer and Parent determine that they are not permitted to effect an exchange offer,

    (2) with respect to each series of the original notes, for any other reason the exchange offer registration statement is not declared effective by April 22, 2016 or the applicable exchange offer is not consummated on or prior to the later of (x) May 22, 2016 and (y) 30 business days following the initial effectiveness date of the exchange offer registration statement,

    (3) any initial purchaser so requests for original notes not eligible to be exchanged for new notes in the applicable exchange offer,

    (4) any holder of original notes, other than an initial purchaser, is not eligible to participate in the applicable exchange offer, or

    (5) any holder of original notes, other than an initial purchaser, does not receive freely tradable new notes in the applicable exchange offer other than by reason of the holder being an affiliate of the Issuer and Parent,

the Issuer and Parent will:

    (1) as promptly as practicable (but in no event more than the later of (i) January 23, 2016 or (ii) 45 days after so required or requested), file a shelf registration statement covering resales of the applicable original notes or the applicable new notes, as the case may be, and thereafter use their commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act, and

    (2) use their commercially reasonable efforts to keep the shelf registration statement continuously effective until one year after its effective date.

For purposes of determining whether the Issuer and Parent are obligated to file an applicable shelf registration statement, the requirement that a participating broker-dealer deliver this prospectus in connection with sales of new notes will not result in those new notes being deemed not freely tradable.

If the Issuer and Parent file a shelf registration statement, they will, among other things:

    (1) provide to each holder for whom the shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement;

    (2) notify each of those holders when the shelf registration statement has become effective; and

    (3) take other actions as are required to permit unrestricted resales of the original notes or the new notes, as the case may be.

A holder selling original notes or new notes under the shelf registration statement generally must be named as a selling security holder in the related prospectus and must deliver a prospectus to purchasers. Consequently, the holder may be subject to the civil liability provisions under the Securities Act in connection with those sales and will be bound by any applicable provisions of the registration agreement, including specified indemnification obligations.

Special Interest

Special interest will accrue on the principal amount of the original notes, in addition to the stated interest on the original notes, from and including the date on which a registration default occurs to but excluding the date on which all registration defaults have been cured (such additional interest being referred to as "Special Interest").

With respect to the original notes, the occurrence of any of the following is a registration default:

    (1) neither the exchange offer registration statement nor the applicable shelf registration statement has been filed with the SEC on or before April 22, 2016,

    (2) neither the exchange offer registration statement nor the applicable shelf registration statement has been declared effective on or before April 22, 2016,

    (3) neither the applicable exchange offer has been completed nor the applicable shelf registration statement has been declared effective on or before the later of (i) May 22, 2016 and (ii) 30 business days following the initial effectiveness of the exchange offer registration statement, or

    (4) after either the exchange offer registration statement or the applicable shelf registration statement has been declared effective, that registration statement ceases to be effective or usable, subject to certain exceptions, in connection with resales of original notes or new notes in accordance with and during the periods specified in the applicable registration agreement.

Special Interest will accrue at a rate of 0.50% per annum on the principal amount during the 90-day period after the occurrence of the registration default and will increase by 0.25% per annum at the end of each subsequent 90-day period. In no event will the rate exceed 1.00% per annum on the principal amount. If the respective exchange offer is completed on the terms and within the period contemplated by this prospectus, no Special Interest will be payable.

The summary of the provisions of the registration agreements contained in this prospectus does not purport to be complete. This summary is subject to and is qualified in its entirety by reference to all the provisions of each of the registration agreements, copies of which are exhibits to the registration statement of which this prospectus is a part.

Expiration Dates; Extensions; Terminations; Amendments

The expiration date of each exchange offer is 5:00 p.m., New York City time, on , , unless the Issuer in its sole discretion extends the period during which the applicable exchange offers is open. In that case, the expiration date will be the latest time and date to which the applicable exchange offer is extended. The Issuer reserves the right to extend either or both exchange offers at any time and from time to time before the applicable expiration date by giving written notice to The Bank of New York Mellon Trust Company, N.A., the exchange agent, and by timely public announcement. Unless otherwise required by applicable law or regulation, the public announcement will be made by a release to the PR Newswire or other national newswire service. During any extension of the respective exchange offer, all original notes previously tendered in the respective exchange offer will remain subject to the exchange offer.

The initial exchange date will be the first business day following the applicable expiration date. The Issuer expressly reserves the right to:

    (1) terminate either or both of the exchange offers and not accept for exchange any applicable original notes for any reason, including if any of the events described below under "Conditions to the Exchange Offer" shall have occurred and shall not have been waived by the Issuer; and

    (2) amend the terms of either or both of the exchange offers in any manner.

If any termination or amendment occurs, the Issuer will notify the exchange agent in writing and will either issue a press release or give written notice to the holders of the original notes as promptly as practicable. Unless the Issuer terminates the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, the Issuer will exchange the applicable new notes for the applicable original notes on the exchange date.

If:

    (1) the Issuer waives any material condition to an exchange offer or amends an exchange offer in any other material respect; and

    (2) at the time that notice of this waiver or amendment is first published, sent or given to holders of original notes in the manner specified above, the applicable exchange offer is scheduled to expire at any time earlier than the fifth business day from, and including, the date that the notice is first so published, sent or given,

then the applicable exchange offer will be extended until that fifth business day.

This prospectus and each letter of transmittal and other relevant materials will be mailed by the Issuer to record holders of original notes. In addition, these materials will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of original notes.

How to Tender

The tender to the Issuer of original notes according to one of the procedures described below will constitute an agreement between that holder of original notes and the Issuer in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

General Procedures. A holder of an original note may tender them (i) by properly completing and signing the applicable letter of transmittal or a facsimile of the applicable letter of transmittal and delivering them, together with the certificate or certificates representing the original notes being tendered and any required signature guarantees to the exchange agent at the address set forth below under "Exchange Agent" on or before the expiration date or (ii) by delivery of a timely confirmation of a book-entry transfer of the original notes being tendered to the exchange agent's account at the book-entry transfer facility, along with the letter of transmittal or an Agent's Message, according to the procedure described below, to the exchange agent at the address set forth below under "Exchange Agent" on or before the expiration date. All references in this prospectus to the letter of transmittal include a facsimile of the letter of transmittal.

If tendered original notes are registered in the name of the signer of the applicable letter of transmittal and the new notes to be issued in exchange for accepted original notes are to be issued, and any untendered original notes are to be reissued, in the name of the registered holder, the signature of the signer need not be guaranteed. In any other case, the tendered original notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to the Issuer. They must also be duly executed by the registered holder. In addition, the signature on the endorsement or instrument of transfer must be guaranteed by an eligible guarantor institution that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act. If the new notes and/or original notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the original notes, an eligible guarantor institution must guarantee the signature on the applicable letter of transmittal.

Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender original notes should contact the holder promptly and instruct it to tender on the beneficial owner's behalf. If the beneficial owner wishes to tender the original notes itself, the beneficial owner must either make appropriate arrangements to register ownership of the original notes in its name or follow the procedures described in the immediately preceding paragraph. The beneficial owner must make these arrangements or follow these procedures before completing and executing the letter of transmittal and delivering the original notes. The transfer of record ownership may take considerable time.

Book-Entry Transfer. The exchange agent will make a request to establish an account for the original notes at each book-entry transfer facility for purposes of the exchange offer within two business days after receipt of this prospectus unless the exchange agent already has established an account with the book-entry transfer facility suitable for the exchange offer. Subject to the establishment of the account, any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of original notes by causing a book-entry transfer facility to transfer the original notes into one of the exchange agent's accounts at the book-entry transfer facility in accordance with the facility's procedures. A delivery of original notes through a book-entry transfer into the exchange agent's account at the book-entry transfer facility will be effective only if an Agent's Message or the letter of transmittal, with any required signature guarantees and any other required documents, is transmitted to and received by the exchange agent at the address set forth below under "Exchange Agent" on or before the expiration date.

The term "Agent's Message" means a message, transmitted by a book-entry transfer facility to and received by the exchange agent and forming part of a book-entry transfer, referred to as a "book-entry confirmation," which states that the book-entry transfer facility has received an express acknowledgment from the tendering holder, which acknowledgment states that such holder has received and agrees to be bound by the applicable letter of transmittal and that we may enforce such letter of transmittal against such holder.

The method of delivery of original notes and all other documents is at the election and risk of the holder. If sent by mail, it is recommended that the holder use registered mail, return receipt requested, obtain proper insurance, and make the mailing sufficiently in advance of the expiration date to permit delivery to the exchange agent on or before the expiration date.

Unless an exemption applies under the applicable law and regulations concerning backup withholding of federal income tax, the exchange agent will be required to withhold 28% of the gross proceeds otherwise payable to a holder in the exchange offer if the holder does not provide the holder's taxpayer identification number and certify that the number is correct.

Unless (i) original notes being tendered by the above-described method, accompanied or preceded by a properly completed and duly signed letter of transmittal and any other required documents, are deposited with the exchange agent within the time period described above or (ii) a timely confirmation of a book-entry transfer is deposited with the exchange agent within the time period described above, accompanied or preceded by an Agent's Message or a properly completed letter of transmittal and any other required documents, we may reject the tender.

A tender will be deemed to have been received as of the date when the tendering holder's properly completed and duly signed letter of transmittal accompanied by the original notes or a timely confirmation of a book-entry transfer is received by the exchange agent. Delivery of documents to the book-entry transfer facility in accordance with its procedures does not constitute delivery to the exchange agent.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of original notes will be determined by the Issuer. The Issuer's determination

will be final and binding. The Issuer reserves the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, in the opinion of counsel to the Issuer, be unlawful. The Issuer also reserves the absolute right to waive any of the conditions of the exchange offer or any defect or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. None of the Issuer, the exchange agent or any other person will incur any liability for failure to give notification of any defects or irregularities in tenders. The Issuer's interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and the instructions to the letter of transmittal, will be final and binding.

Terms and Conditions of the Letter of Transmittal

Each letter of transmittal contains, among other things, the following terms and conditions, which are part of the applicable exchange offer.

The party tendering original notes for exchange, or the transferor, exchanges, assigns and transfers the original notes to the Issuer and irrevocably constitutes and appoints our exchange agent as its agent and attorney-in-fact to cause the original notes to be assigned, transferred and exchanged. The transferor represents and warrants that:

    (1) it has full power and authority to tender, exchange, assign and transfer the original notes and to acquire new notes issuable upon the exchange of the tendered original notes; and

    (2) when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered original notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

The transferor also warrants that it will, upon request, execute and deliver any additional documents the Issuer deems necessary or desirable to complete the exchange, assignment and transfer of tendered original notes. The transferor further agrees that acceptance of any tendered original notes by the Issuer and the issuance of new notes in exchange shall constitute performance in full by the Issuer of its obligations under the registration agreement and that the Issuer shall have no further obligations or liabilities under the applicable registration agreement, except in certain limited circumstances. All authority conferred by the transferor will survive the death or incapacity of the transferor and every obligation of the transferor shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of the transferor.

By tendering original notes, the transferor certifies that:

    (1) it is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act, that it is not a broker-dealer that owns original notes acquired directly from the Issuer or an affiliate of the Issuer, that it is acquiring the new notes offered hereby in the ordinary course of its business and that it has no arrangement with any person to participate in the distribution of the new notes; or

    (2) it is an affiliate, as so defined, of the Issuer or of the initial purchasers, and that it will comply with applicable registration and prospectus delivery requirements of the Securities Act.

Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those 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.

Withdrawal Rights

Original notes tendered in their respective exchange offer may be withdrawn at any time before the expiration date.

For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at the address set forth below under "Exchange Agent." Any notice of withdrawal must:

    (1) specify the person named in the applicable letter of transmittal as having tendered original notes to be withdrawn;

    (2) specify the certificate numbers of original notes to be withdrawn;

    (3) specify the principal amount of original notes to be withdrawn, which must be an authorized denomination;

    (4) state that the holder is withdrawing its election to have those original notes exchanged;

    (5) state the name of the registered holder of those original notes; and

    (6) be signed by the holder in the same manner as the original signature on the applicable letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to the Issuer that the person withdrawing the tender has succeeded to the beneficial ownership of the original notes being withdrawn.

If certificates for original notes have been delivered or otherwise identified to the exchange agent, then prior to the release of those certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless that holder is an eligible institution.

If original notes have been tendered pursuant to the procedure for book-entry transfer described above, the executed notice of withdrawal, guaranteed by an eligible institution, unless that holder is an eligible institution, must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn original notes and otherwise comply with the procedures of that facility. All questions as to the validity, form and eligibility, including time of receipt, of those notices will be determined by us, and our determination shall be final and binding on all parties. Any original notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any original notes which have been tendered for exchange but which are not exchanged for any reason will be either

    (1) returned to the holder without cost to that holder or

    (2) in the case of original notes tendered by book-entry transfer into the exchange agent's applicable account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, those original notes will be credited to an account maintained with the book-entry transfer facility for the original notes, in either case as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be retendered by following one of the procedures described under "How to Tender" above at any time on or prior to the expiration date.

Acceptance of Original Notes for Exchange; Delivery of New Notes

Upon the terms and subject to the conditions of the applicable exchange offer, the acceptance for exchange of original notes validly tendered and not withdrawn and the issuance of the new notes will be made on the exchange date. For the purposes of the exchange offer, the Issuer shall be

deemed to have accepted for exchange validly tendered original notes when, as and if the Issuer has given written notice of acceptance to the exchange agent.

The exchange agent will act as agent for the tendering holders of original notes for the purposes of receiving new notes from the Issuer and causing the original notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of new notes to be issued in exchange for accepted original notes will be made by the exchange agent promptly after acceptance of the tendered original notes. Original notes not accepted for exchange will be returned without expense to the tendering holders. Or, in the case of original notes tendered by book-entry transfer, the non-exchanged original notes will be credited to an account maintained with the book-entry transfer facility promptly following the expiration date. If the Issuer terminates the exchange offer before the expiration date, these non-exchanged original notes will be credited to the exchange agent's applicable account promptly after the exchange offer is terminated.

Conditions to each Exchange Offer

Notwithstanding any other provision of each exchange offer or any extension of the applicable exchange offer, the Issuer will not be required to issue new notes for any properly tendered original notes not previously accepted. The Issuer may terminate either or both of the exchange offers by written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, by making a release to the PR Newswire or other national newswire service or, at its option, modify or otherwise amend either or both of the exchange offers, if:

    (1) any action or proceeding is threatened, instituted or pending before, or any injunction, order or decree is issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:

      (A) seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer,

      (B) assessing or seeking any damages as a result of the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or

      (C) resulting in a material delay in the ability of the Issuer to accept for exchange or exchange some or all of the original notes in the exchange offer;

    (2) any statute, rule, regulation, order or injunction is sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any government or governmental authority, domestic or foreign, or any action is taken, proposed or threatened, by any government, governmental authority, agency or court, domestic or foreign, that in the sole judgment of the Issuer might result in any of the consequences referred to in clauses (1)(A) or (B) above or, in the sole judgment of the Issuer, might result in the holders of new notes having obligations relating to resales and transfers of new notes which are greater than those described in the interpretations of the SEC referred to in "Terms of the Exchange" above, or would otherwise make it inadvisable to proceed with the exchange offer; or

    (3) a material adverse change has occurred in the business, condition (financial or otherwise), operations, or prospects of the Issuer or Parent.

The conditions described above are for the sole benefit of the Issuer. The Issuer may assert these conditions regarding all or any portion of the exchange offer regardless of the circumstances, including any action or inaction by the Issuer, giving rise to the condition. The Issuer may waive

these conditions in whole or in part at any time or from time to time in its sole discretion. The failure by the Issuer at any time to exercise any of the rights described above will not be deemed a waiver of any of those rights, and each right will be deemed an ongoing right which may be asserted at any time or from time to time. In addition, the Issuer has reserved the right, despite the satisfaction of each of the conditions described above, to terminate or amend the exchange offer.

Each exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered for exchange and is not conditioned on the consummation of the other exchange offer.

Any determination by the Issuer concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

In addition, the Issuer will not accept for exchange any original notes tendered and no new notes will be issued in exchange for any original notes, if at that time any stop order is threatened or in effect relating to:

    (1) the registration statement of which this prospectus constitutes a part; or

    (2) the qualification of any of the indentures under the Trust Indenture Act.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as the exchange agent for the exchange offer. Letters of transmittal must be addressed to the exchange agent at the address set forth below.

Deliver to:
The Bank of New York Mellon Trust Company, N.A., as Exchange Agent
By Registered or Certified Mail:
c/o The Bank of New York Mellon Corporation
Corporate Trust OperationsReorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Pamela J. Adamo
Tel: 315-414-3317
Fax: 732-667-9408

Delivery to an address other than as set forth in this prospectus, or transmissions of instructions via a facsimile number other than the one set forth herein, will not constitute a valid delivery.

Solicitation of Tenders; Expenses

The Issuer has not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. However, the Issuer will pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection with its services. The Issuer will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. The expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by the Issuer and are estimated at approximately $100,000.

Appraisal Rights

Holders of original notes will not have dissenters' rights or appraisal rights in connection with the exchange offers.

Transfer Taxes

Holders who tender their original notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange, except that holders who instruct us to register new notes in the name of, or request that original notes not tendered or not accepted in the respective exchange offers be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax.

Participation in each exchange offer is voluntary, and holders should carefully consider whether to accept the terms and conditions of this offer. Holders of the original notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

As a result of the making of these exchange offers, and upon acceptance for exchange of all validly tendered original notes according to the terms of this exchange offer, the Issuer and Parent will have fulfilled a covenant contained in the terms of the original notes and the registration agreements. Holders of the original notes who do not tender their certificates in the exchange offer will continue to hold those certificates and will be entitled to all the rights, and limitations applicable to the original notes under the indenture, except for any rights under the registration agreement which by their terms terminate or cease to have further effect as a result of the making of these exchange offers. See "Description of the Notes."

All untendered original notes will continue to be subject to the restrictions on transfer set forth in the respective indentures. In general, the original notes may not be reoffered, resold or otherwise transferred in the U.S. unless registered under the Securities Act or unless an exemption from the Securities Act registration requirements is available. Except under certain limited circumstances, the Issuer does not intend to register the original notes under the Securities Act.

In addition, any holder of original notes who tenders in the exchange offers for the purpose of participating in a distribution of the new notes may be deemed to have received restricted securities. If so, that holder will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. 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.

The Issuer may in the future seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. The Issuer has no present plan to acquire any original notes that are not tendered in the exchange offers.

Accounting Treatment

The new notes will be recorded at the same carrying value as the original notes, as reflected in the Issuer's accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized.

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

The following is a description of the material outstanding indebtedness of Level 3 Communications, Inc. and the Issuer, other than the original notes. For purposes of this section of the prospectus only, "Level 3" refers only to Level 3 Communications, Inc., the parent company of the Issuer. The following summaries of Level 3's and the Issuer's senior secured term loans and outstanding notes (other than the original notes which are the subject of this exchange offer) are qualified in their entirety by reference to the Credit Agreement governing the senior secured term loans and the indentures to which each issue of notes relates. Copies of the Credit Agreement and indentures are available on request from Level 3.

Indebtedness of the Issuer

    Credit Agreement

As of March 13, 2007, the Issuer, as borrower, and Level 3, as guarantor, Merrill Lynch Capital Corporation, as administrative agent and collateral agent ("Merrill Lynch"), and certain other agents and certain lenders entered into a Credit Agreement (as amended, amended and restated or otherwise modified, the "Credit Agreement"), pursuant to which the lenders have extended senior secured term loans to the Issuer.

As of September 30, 2015, on an as adjusted basis, the Issuer had approximately $4.611 billion of borrowings outstanding under the Credit Agreement, consisting of $815 million principal amount of Tranche B-III 2019 term loans, $1.796 billion principal amount of Tranche B 2020 term loans and $2.0 billion principal amount of Tranche B-II 2022 term loans.

The Issuer's obligations under the Credit Agreement are secured by certain assets of Level 3 and certain of its subsidiaries which do not require regulatory approval to grant liens on their assets. The obligations of the Issuer under the Credit Agreement are also guaranteed by Level 3, Level 3 LLC and certain of its subsidiaries that do not require regulatory approval to enter into such guarantees.

The principal amount of the Tranche B-III 2019 term loans will be payable in full on August 1, 2019. The principal amount of the Tranche B 2020 term loans will be payable in full on January 15, 2020. The principal amount of the Tranche B-II 2022 term loans will be payable in full on May 31, 2022. Additional secured term loans or revolving loans may in the future be extended to the Issuer under the Credit Agreement.

The Tranche B-III 2019 term loans, Tranche B 2020 term loans and Tranche B-II 2022 term loans have an interest rate, in the case of any ABR Borrowing (as defined in the Credit Agreement), equal to (a) the greater of (i) the Prime Rate (as defined in the Credit Agreement) in effect on such day, (ii) the Federal Funds Effective Rate (as defined in the Credit Agreement) in effect on such day plus 1 / 2 of 1% and (iii) the sum of (A) the higher of (x) the LIBO Rate (as defined in the Credit Agreement) for a one month interest period on such day and (y) 1.0% (in the case of the Tranche B-III 2019 term loans and the Tranche B 2020 term loans) or 0.75% (in the case of the Tranche B-II 2022 term loans), plus (B) 1.0%, plus (b) 2.0% per annum (in the case of the...


More