As filed with the Securities and Exchange Commission on November 1, 2017
Registration
No. 333-154976
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM
S-3
REGISTRATION STATEMENT NO.
333-154976
UNDER
THE
SECURITIES ACT OF 1933
Level 3 Parent, LLC
(f/k/a Level 3 Communications, Inc.)
(Exact name of registrant as specified in its charter)
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Delaware
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47-0210602
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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Level 3 Financing, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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47-0735805
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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Level 3 Communications, LLC
(Exact name of registrant as specified in its charter)
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Delaware
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47-0807040
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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1025 Eldorado Blvd.
Broomfield, CO 80021
(720)
888-1000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Stacey W. Goff
Executive
Vice President, Chief Administrative Officer
and General Counsel
100 CenturyLink Drive
Monroe, Louisiana 71203
(720)
888-1000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Kenneth J.
Nadjer, Esq.
Jones Walker LLP
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not
sold pursuant to this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is
a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
Deregistration of Unsold Securities
This Post-Effective Amendment No. 1 (this Post-Effective Amendment) relates to the Registration Statement on Form
S-3
(File
No. 333-154976),
originally filed with the U.S. Securities and Exchange Commission (the SEC) on November 4, 2008 (the Prior Registration
Statement) of Level 3 Communications, Inc. (n/k/a Level 3 Parent, LLC), Level 3 Financing, Inc. and Level 3 Communications, LLC (collectively, the Companies), and has been filed with the SEC to deregister any
and all securities that remain unsold under such Prior Registration Statement as of the date hereof.
On October 31, 2016, the
Company entered into an Agreement and Plan of Merger, by and among the Level 3 Communications, Inc. (Level 3), CenturyLink, Inc. (Parent), Wildcat Merger Sub I LLC (Merger Sub 1) and WWG Merger Sub LLC
(Merger Sub 2), providing for, among other things, the merger of Merger Sub 1 with and into Level 3 (the Initial Merger), as a result of which Level 3 continued as the surviving corporation (the Surviving
Corporation), and subsequently the Surviving Corporation merged with and into Merger Sub 2 (the Subsequent Merger and, together with the Merger, the Combination), with Merger Sub 2 continuing as the surviving company,
under the name Level 3 Parent, LLC. The Combination became effective on November 1, 2017 (the Effective Date).
As a
result of the Combination, the Companies have terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Companies in the
Registration Statement to remove from registration by means of a post-effective amendment any securities registered under the Registration Statement that remain unsold at the termination of the offerings, the Companies hereby remove from
registration any securities registered under the Registration Statement which remained unsold as of the Effective Date.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3
and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroe, State of Louisiana, on the
1st day of November, 2017.
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LEVEL 3 PARENT, LLC, as successor to
LEVEL 3 COMMUNICATIONS, INC.
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By:
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/s/ Stacey W. Goff
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Name:
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Stacey W. Goff
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Title:
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Executive Vice President, Chief Administrative Officer and General Counsel
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3
and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroe, State of Louisiana, on the
1st day of November, 2017.
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LEVEL 3 FINANCING, INC.
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By:
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/s/ Stacey W. Goff
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Name:
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Stacey W. Goff
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Title:
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Executive Vice President, Chief Administrative Officer and General Counsel
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3
and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroe, State of Louisiana, on the
1st day of November, 2017.
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LEVEL 3 COMMUNICATIONS, LLC
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By:
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/s/ Stacey W. Goff
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Name:
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Name: Stacey W. Goff
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Title:
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Executive Vice President, Chief Administrative Officer and General Counsel
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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