LEVEL 3 COMMUNICATIONS ANNOUNCES SECURITIES OFFERINGS
Securities Offered Include 15 Million Shares of Common Stock, $500 Million of Convertible Subordinated Notes, an Aggregate of $1.0 Billion of Senior Notes and Senior Discounts Notes and $400 Million of Senior Notes
BROOMFIELD, COLORADO, February 2, 2000 – Level 3 Communications, Inc. (Nasdaq: LVLT) today announced a series of separate securities offerings. Salomon Smith Barney Inc. is acting as global coordinator for the offerings. Each of the offerings described above are separate offerings pursuant to separate offering materials. No offering is conditioned on the closing of any other.
Common Stock Offering Level 3 is offering an aggregate 15 million shares of its common stock, par value $.01 per share, in an underwritten offering in the United States and outside the United States. The company has agreed to grant the underwriters an option to purchase an additional 2.25 million shares of common stock solely to cover over-allotments. The offering in the United States will be made by a group of underwriters being led by Salomon Smith Barney Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Chase H & Q, Credit Suisse First Boston Corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The offering outside of the United States is being made by a group of underwriters being led by Salomon Brothers International Limited, Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International Limited, Credit Suisse First Boston (Europe) Limited, Merrill Lynch International, Chase H & Q, Credit Lyonnais Securities, Kleinwort Benson Limited and Societe Generale. Salomon Smith Barney Inc. is acting as sole book running manager.
The company currently expects that the offering will be completed in February 2000. Convertible Subordinated Note Offering The company also announced today that it intends to offer $500 million aggregate principal amount of Convertible Subordinated Notes due 2010 in an underwritten offering. The company has also granted the underwriters an option to purchase an additional $75 million aggregate principal amount of Convertible Subordinated Notes due 2010 to cover over-allotments.
The offering will be made by a group of underwriters being led by Goldman, Sachs & Co., Salomon Smith Barney Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Credit Suisse First Boston Corporation. Goldman, Sachs & Co. and Salomon Smith Barney Inc. are acting as joint book running managers.
The company currently expects that the offering will be completed in February 2000. A registration statement relating to the Common Stock and the Convertible Subordinated Notes has been declared effective by the Securities and Exchange Commission. Offers and sales of the Common Stock and the Convertible Subordinated Notes may be made only by the related prospectus and prospectus supplement, which may be obtained from any of the underwriters referred to above. Dollar Denominated Debt Offering The company also announced today that it plans to raise approximately $1.0 billion in a proposed private offering of senior notes due 2008, senior notes due 2010 and senior discount notes due 2010 to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933. The senior notes due 2008, senior notes due 2010 and senior discount notes due 2010 proposed to be offered by Level 3 will not be registered under the Securities Act of 1933 or any state securities laws and, unless so registered may not be offered or sold except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws.
Euro Denominated Debt Offering
The company also announced today that it plans to raise approximately $400 million in a proposed private offering of senior notes due 2008 and senior notes due 2010 to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933 and outside the United States under Regulation S under the Securities Act of 1933. The senior notes due 2008 and senior notes due 2010 proposed to be offered by Level 3 will not be registered under the Securities Act of 1933 or any state securities laws and, unless so registered may not be offered or sold except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. Use of Proceeds Level 3 currently intends to use the net proceeds of all of the offerings for working capital, capital expenditures, acquisitions and other general corporate purposes in connection with the implementation of its business plan.
Although the company evaluates potential acquisitions from time to time, the company has no agreement or understanding with any person to effect any material acquisition.
(* Softswitches are advanced software based switching systems, which enable Level 3 to provide services combining the best features of the Internet and traditional telephone networks.)
About Level 3 Communications
Level 3 Communications, Inc. (NASDAQ: LVLT), an international communications company, operates one of the largest Internet backbones in the world, connecting 180 markets in 18 countries. The company serves a broad range of wholesale, enterprise and content customers with a comprehensive suite of services including: Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, voice and voice over IP services, content delivery and media distribution services. These services provide the building blocks to enable Level 3’s customers to meet their growing demands for advanced communications solutions. The company’s Web address is www.Level3.com.
"Level 3 Communications,” "Level 3," the red 3D brackets and the Level 3 Communications logo are registered service marks of Level 3 Communications, LLC in the United States and/or other countries. Level 3 services are provided by wholly owned subsidiaries of Level 3 Communications, Inc. Any other service, product or company names recited herein may be trademarks or service marks of their respective owners.
Forward-Looking Statement
Some of the statements that we make in this press release are forward looking in nature. These statements are based on management’s current expectations or beliefs. These forward looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside our control, which could cause actual events to differ materially from those expressed or implied by the statements. The most important factors that could prevent us from achieving our stated goals include, but are not limited to our ability to: successfully integrate acquisitions; increase the volume of traffic on our network; defend our intellectual property and proprietary rights; develop new products and services that meet customer demands and generate acceptable margins; successfully complete commercial testing of new technology and information systems to support new products and services; attract and retain qualified management and other personnel; and meet all of the terms and conditions of our debt obligations. Additional information concerning these and other important factors can be found within Level 3’s filings with the Securities and Exchange Commission. Statements in this press release should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
