Long-Term Debt

6 Months Ended

Jun. 30, 2020

Long-Term Debt

The following chart reflects our consolidated long-term debt, including finance leases, unamortized discounts and premiums, and unamortized debt issuance costs, but excluding intercompany debt:


	Interest Rates⁽¹⁾	Maturities	June 30, 2020		December 31, 2019
			(Dollars in millions)
Level 3 Financing, Inc.
Senior Secured Debt: ^{(2) (3)}
Senior notes	3.400% - 3.875%	2027 - 2029	$	1,500	1,500
Tranche B 2027 Term Loan⁽⁴⁾	LIBOR + 1.750%	2027	3,111		3,111
Senior Notes and other debt:
Senior notes ⁽³⁾	4.250% - 5.625%	2022 - 2028	6,715		5,515
Finance leases	Various	Various	169		171
Unamortized premiums, net			93		104
Unamortized debt issuance costs			(46)		(34)
Total long-term debt			11,542		10,367
Less current maturities ⁽⁵⁾			(1,210)		(11)
Long-term debt, excluding current maturities			$	10,332	10,356


(1)			As of June 30, 2020.
(2)			See Note 6—Long-Term Debt in our Annual Report on Form 10-K for the year ended December 31, 2019 for a description of certain parent or subsidiary guarantees and liens securing this debt.
(3)			This debt is fully and unconditionally guaranteed by certain affiliates of Level 3 Financing, Inc., including Level 3 Parent, LLC and Level 3 Communications, LLC.
(4)			The Tranche B 2027 Term Loan had an interest rate of 1.928% at June 30, 2020 and 3.549% at December 31, 2019.
(5)			See "Subsequent Event" for further details on the July 15, 2020 redemption of $1.2 billion of senior unsecured notes.

Long-Term Debt Maturities

Set forth below is the aggregate principal amount of our long-term debt and finance leases as of June 30, 2020 (excluding unamortized premiums, net and unamortized debt issuance costs) maturing during the following years:


	(Dollars in millions)
2020 (remaining six months)	$	1,207
2021	8
2022	10
2023	850
2024	911
2025 and thereafter	8,509
Total long-term debt	$	11,495

New Issuance

On June 15, 2020, Level 3 Financing, Inc. issued $1.2 billion aggregate principal amount of its 4.250% Senior Notes due 2028 (the "2028 Notes"). The net proceeds from the offering were used, together with cash on hand, to redeem all $840 million aggregate principal amount of Level 3 Financing, Inc.’s outstanding 5.375% Senior Notes due 2022 and $360 million aggregate principal amount of Level 3 Financing’s outstanding 5.625% Senior Notes due 2023. The 2028 Notes are (i) unconditionally guaranteed by Level 3 Parent, LLC and (ii) expected to be unconditionally guaranteed by Level 3 Communications, LLC upon receipt of all requisite material governmental authorizations. See "Subsequent Event" for more detail.

Covenants

The term loan, senior secured notes, and senior notes of Level 3 Financing, Inc. contain extensive affirmative and negative covenants. Such covenants include, among other things and subject to certain significant exceptions, restrictions on its ability to declare or pay dividends, repay certain other indebtedness, create liens, incur additional indebtedness, make investments, engage in transactions with its affiliates including CenturyLink and its other subsidiaries, dispose of assets and merge or consolidate with any other person. Also, in connection with a "change of control" of Level 3 Parent, LLC, or Level 3 Financing, Inc., Level 3 Financing, Inc. will be required to offer to repurchase or repay certain of its long-term debt at a price of 101% of the principal amount of debt repurchased or repaid, plus accrued and unpaid interest.

Certain of CenturyLink's and our debt instruments contain cross acceleration provisions.

Compliance

As of June 30, 2020, we believe we were in compliance with the financial covenants contained in our debt agreements in all material respects.

Subsequent Event

On July 15, 2020, Level 3 Financing, Inc. used the proceeds from the issuance of the 2028 Notes to fully redeem all $840 million aggregate principal amount of its outstanding 5.375% Senior Notes due 2022 and $360 million aggregate principal amount of its outstanding 5.625% Senior Notes due 2023.