BROOMFIELD, Colo., February 20, 2007 - Level 3 Communications, Inc. (Nasdaq: LVLT) today announced that it commenced a tender offer to purchase for cash any and all of its outstanding 11.5% Senior Notes due 2010 (the “11.5% Senior Notes”) for a price equal to $1,115.26 per $1,000 principal amount of the 11.5% Senior Notes, which includes $1,085.26 as the purchase price and $30.00 as a consent payment (the “11.5% Notes Tender Offer”). The 11.5% Senior Notes were initially issued in January 2006 in an aggregate principal amount of approximately $692 million, all of which is currently outstanding.
Level 3 also today announced that it commenced a tender offer to purchase for cash any and all of its outstanding 10 3/4% Senior Euro Notes due 2008 (the “Senior Euro Notes”) for a price equal to euro 1,061.45 per euro 1,000 principal amount of the Senior Euro Notes, which includes euro 1,031.45 as the purchase price and euro 30.00 as a consent payment (the “Euro Tender Offer” and together with the 11.5% Notes Tender Offer, the “Tender Offers”). The 10 3/4% Senior Euro Notes due 2008 were initially issued in February 2000 in an aggregate principal amount of euro 500 million, of which euro 49,773,000 is currently outstanding.
In connection with the Tender Offers, Level 3 is soliciting consents to certain proposed amendments to the respective indentures governing the notes that are subject to the Tender Offers to eliminate substantially all of the covenants, certain repurchase rights, certain discharge rights and certain events of default and related provisions contained in those indentures.
With respect to the Tender Offers, holders of notes validly tendered prior to 12:01 a.m., New York City time on March 6, 2007, unless extended or earlier terminated (the “Consent Time”), if such notes are accepted for purchase, will receive the applicable total consideration. The Tender Offers are scheduled to expire at 12:01 a.m., New York City time, on March 20, 2007, unless extended or earlier terminated (the “Expiration Date”). Payment for notes validly tendered on or prior to the Consent Time and accepted for purchase will be made after the Consent Time. Holder of notes who validly tender after the Consent Time but prior to the Expiration Date, if such notes are accepted for purchase, will receive the applicable tender offer consideration but will not receive the applicable consent payment. Payment for notes validly tendered after the Consent Time and on or prior to the Expiration Date and accepted for purchase will be made promptly after the Expiration Date. Accrued interest up to, but not including, the applicable settlement date will be paid in cash on all validly tendered and accepted notes.
The Tender Offers are also subject to the satisfaction or waiver of certain other conditions as set forth in the applicable Offer to Purchase. It is a condition to the consummation of the Tender Offers that the holders of at least a majority of the outstanding aggregate principal amount of each series of notes consent to the amendments to the applicable indenture governing those notes.
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 the notes that are the subject of the Tender Offers. The Tender Offers may only be made pursuant to the terms of the respective Offer to Purchase and the related Letter of Transmittal.
The complete terms and conditions of the Tender Offers are set forth in a separate Offer to Purchase with respect to each Tender Offer that is being sent to holders of the notes. Holders are urged to read the Tender Offer documents carefully. Copies of each Offer to Purchase and the related Letter of Transmittal may be obtained from the Information Agent for the Tender Offers, Global Bondholder Services Corporation, at 212-430-3774 and (866) 389-1500 (toll-free).
Merrill Lynch & Co. is the Dealer Manager for the Tender Offers. Questions regarding the Tender Offers may be directed to Merrill Lynch & Co. at (888) 654-8637 (toll-free) and 212-449-4914.
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.
