Prospectus Supplement to Prospectus dated January 5, 2007

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-139838

Prospectus Supplement

(To Prospectus Dated January 5, 2007)

$180,000,000

LEVEL 3 COMMUNICATIONS, INC.*

 

Shares of Common Stock of Level 3 Communications, Inc. Issuable Upon Conversion of 3.125% Convertible Senior Debentures due 2026 of Broadwing Corporation

 

TABLE OF ADDITIONAL REGISTRANTS

 

Name of Additional Registrants*

    Jurisdiction of
Incorporation or
Organization		   

Primary

Standard

Industrial

Classification
Code Number

    I.R.S. Employer
Identification
Number

Broadwing Corporation

    Delaware    4813    52-2041343

Dorsal Networks, LLC

    Delaware    4813    52-2262523

United Cable Holdings, LLC

    Delaware    4813    20-3568123

Corvis Operations, Inc.

    Delaware    4813    42-1540478

Corvis Equipment, LLC

    Delaware    4813    00-0000000

Corvis Government Solutions, Inc.

    Delaware    4813    01-0733079

CIII Communications, LLC

    Delaware    4813    75-3105013

Broadwing Communications, LLC

    Delaware    4813    75-3105020

Broadwing Communications Real Estate Services, LLC

    Delaware    4813    27-0013737

Broadwing Communications Canada, LLC

    Delaware    4813    01-0776370

Broadwing Communications Holdings, Inc.

    Delaware    4813    20-3368922

Broadwing Communications Corporation

    Delaware    4813    36-4167094

Broadwing Financial Services, Inc.

    Delaware    4813    36-4260494
* Addresses and telephone numbers of principal executive offices are the same as those of Level 3 Communications, Inc.

This prospectus supplement supplements the prospectus dated January 5, 2007 (the “prospectus”) of Level 3 Communications, Inc. relating to the sale by certain holders of Broadwing Corporation’s 3.125% convertible senior debentures due 2026 and the shares of Level 3 common stock issuable upon conversion of the convertible debentures. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supercedes the information contained in the prospectus.

The following table supplements or amends, as noted, the information contained in the table set forth in the prospectus under the caption “Selling Stockholders.” The table sets forth information with respect to the selling stockholders identified below and the principal amounts at maturity of beneficially owned by each selling stockholder identified below that may be offered under the prospectus. The information is based on information provided by or on behalf of the selling stockholders. The selling stockholders may offer all, some or none of the common stock into which the convertible debentures have been converted. Because the selling stockholders may offer all or some portion of the common stock, no estimate can be given as to the amount of the common stock that will be held by the selling stockholders upon termination of any sales. In addition, since the date on which they provided the information regarding their common stock, the selling stockholders identified below may have sold, transferred or otherwise disposed of all or a portion of their common stock in transactions exempt from the registration requirements of the Securities Act of 1933, as amended. Unless otherwise indicated below, to our knowledge, no selling stockholder named in the table below beneficially owns one percent or more of our common stock.

 

    

Principal Amount of

Convertible Debentures

   Number of Shares of Level 3 Common Stock

Selling Securityholder        

   

Beneficially

Owned and

Offered Hereby ($)

    Percentage of
Convertible
Debentures
Outstanding		   

Beneficially

Owned

   

Offered

Hereby

    Owned After
Offering		   

Percentage

Owned After
Offering

Sandelman Partners Multi-Strategy MasterFund, Ltd.(29)

    0    0    478,790    478,790    —      —  

Promethean I Master, Ltd.(30)

    0    0    239,395    239,395    —      —  
(29) Sandelman Partners, LP has sole voting and dispositive power over the registrable securities. Sandelman Partners, LP’s General Partner is Sandelman Partners GP, LLC, whose Managing Member is Jonathan Sandelman.
(30) Promethean Asset Management, LLC, a New York limited liability company, serves as investment manager to Promethean I Master Fund, Ltd. (“Promethean I”) and the trading advisor for Lyxor/Gala II Fund Ltd. (“Lyxor”) and may be deemed to share beneficial ownership of the shares beneficially owned by Promethean I and Lyxor, as a result of Promethean’s power to vote and dispose of securities in each of Promethean I and Lyxor. The ownership information for each of these two selling stockholders does not include the ownership information for the other. Promethean disclaims beneficial ownership of the shares beneficially owned by Promethean I and Lyxor, and each of Promethean I and Lyxor disclaims beneficial ownership of the shares beneficially owned by the other. James F. O’Brien, Jr. indirectly controls Promethean Asset Management, LLC. Mr. O’Brien disclaims beneficial ownership of the shares beneficially owned by Promethean, Promethean I and Lyxor.

Information concerning the selling stockholders may change from time to time and any changed information will be set forth in supplements to the prospectus if and when necessary.

Investing in our common stock involves a high degree of risk. Please carefully consider the “Risk Factors” beginning on page 5 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 30, 2007.