Tender Offers Apply to Maximum of $1.8 Billion Aggregate Face Amount of Debt at Maturity
Level 3 Communications, Inc. (Nasdaq:LVLT) today announced that Level 3 Finance, LLC ("
Level 3 Finance is offering to purchase for cash, at prices determined by a "Modified Dutch Auction" procedure within the purchase price ranges set forth in the table below, the following principal amount or principal amount at maturity of
A separate offer is being made with respect to each series of Notes.
| Series of Notes | Maximum Principal Amount or Principal Amount at Maturity Sought | Maximum Amount Sought as Percentage of Outstanding as of 08/31/01 | Purchase Price Rangeper $1,000 (or ?1,000) Principal Amount |
| 9 1/2% Notes | up to $400 million | 20% | $490 to $540 |
| 10 1/2% Discount Notes* | up to $150 million | 18% | $330 to $360 |
| 10 3/4% Euro Notes | up to 200 million | 40% | 490 to 530 |
| 11 1/4% Euro Notes | up to 110 million | 37% | 510 to 550 |
| 11% Notes | up to $250 million | 31% | $520 to $570 |
| 11 1/4% Notes | up to $100 million | 40% | $500 to $550 |
| 12 7/2% Discount Notes* | up to $100 million | 15% | $270 to $300 |
| 2009 Convertible Notes | up to $300 million | 43% | $290 to $320 |
| 2010 Convertible Notes | up to $225 million | 27% | $280 to $310 |
| * Principal amount at maturity | |||
The funds required for Level 3 Finance to consummate the tender offers have been contributed to
The purchase price ranges listed above are per $1,000 (or 1,000 in the case of the Euro Notes) principal amount or principal amount at maturity in the case of the Discount Notes. The maximum aggregate principal amount (or principal amount at maturity, as applicable) listed above for a series of Notes is referred to as the "Offer Amount" for that series.
Under the "Modified Dutch Auction" procedure,
The tender offer for each series of Notes will expire at 11:59 p.m., New York City time, on October 5, 2001, unless that offer is extended. Tendered Notes may be withdrawn at any time prior to the applicable expiration date.
In the event that the amount of any series of Notes tendered on or prior to the Expiration Date for that offer at or below the applicable Purchase Price exceeds the Offer Amount for that series then, subject to the terms and conditions of the applicable offer,
The terms and conditions of each offer are set forth in
No offer is conditioned on the consummation of any other offer, and no offer has as a condition that a minimum principal amount (or principal amount at maturity, as applicable) of Notes be tendered in that offer. The consummation of the tender offer for each series of Notes is subject to certain conditions, which are described in the Offer to Purchase.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities, with respect to any series of Notes. The tender offers may only be made pursuant to the terms of the Offer to Purchase and the accompanying Letter of Transmittal.
Salomon Smith Barney and JP Morgan are acting as dealer managers and Mellon Investor Services LLC is both the information agent and the depositary in connection with the tender offers. Copies of the Offer to Purchase, Letter of Transmittal and related documents may be obtained from the information agent at Mellon Investor Services LLC, 44 Wall Street, 7th Floor, New York, New York 10005, at (917) 320-6286 (banks and brokers) or (888) 788-1979 (toll free). Additional information concerning the terms of the tender offer, including all questions relating to the mechanics of the offer, may be obtained by contacting Salomon Smith Barney at (800) 558-3745 (toll-free) or (212) 723-6106 (call collect) or JP Morgan at (800) 245-8812 (toll-free) or (212) 270-1100 (call collect).
In addition, the company will post on its Web site, www.Level3.com, answers to certain questions regarding the offers.
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.
