Exhibit 99.1
[Logo]
Level 3 Communications, Inc.
1025 Eldorado Blvd.
Broomfiled, CO 80021
www.Level3.com
NEWS RELEASE
FOR IMMEDIATE RELEASE
Level 3 Contacts:
Media: Josh Howell Investors: Robin Grey
720/888-2517 720/888-2518
Paul Lonnegren
720/888-6099
Level 3 Communications Announces Final Results of "Modified Dutch Auction"
Tender Offers for a Portion of its Debt Securities
Tender Offers Result in Purchase of Approximately $1.713 Billion Aggregate
Face Amount of Debt at Maturity
BROOMFIELD, Colo., October 23, 2001 - Level 3 Communications, Inc.
("Level 3") (Nasdaq: LVLT) today announced that Level 3 Finance, LLC ("Level 3
Finance"), its first tier, wholly owned subsidiary, has completed its "Modified
Dutch Auction" tender offers for a portion of Level 3's senior debt and
convertible debt securities described below.
Each tender offer expired on October 22, 2001 at 11:59 p.m., New York City
time. The table below sets forth, as of the expiration of each tender offer (1)
the principal amount of each series of Notes validly tendered, (2) the principal
amount of each series of Notes to be purchased by Level 3 Finance and (3) the
purchase price per $1,000 (or Euro1,000 in the case of the Euro Notes) principal
amount (or principal amount at maturity, as applicable), of Level 3's 9 1/8%
Senior Notes due 2008, 10 1/2% Senior Discount Notes due 2008, 10 3/4% Senior
Notes due 2008, 11 1/4% Senior Notes due 2010, 11% Senior Notes due 2008, 11
1/4% Senior Notes due 2010, 12 7/8% Senior Discount Notes due 2010, 6%
Convertible Subordinated Notes due 2009 and 6% Convertible Subordinated Notes
due 2010 tendered in each tender offer. The purchase prices listed below apply
to Notes tendered without specifying a price and Notes tendered at or below the
applicable purchase price.
Principal Amount to Purchase Price
Principal Amount Tendered be Purchased per $1,000 (or Euro1,000)
Series of Notes (in millions) (in millions) Principal Amount
9 1/8% Notes $569,978 $569,978 $450
10 1/2% Discount Notes* $395,114 $125,000 $210
10 3/4% Euro Notes Euro147,021 Euro147,021 Euro440
11 1/4% Euro Notes Euro183,053 Euro183,053 Euro440
11% Notes $358,458 $358,458 $480
11 1/4% Notes $115,196 $115,196 $460
12 7/8% Discount Notes* $231,440 $100,000 $150
2009 Convertible Notes $80,388 $80,388 $220
2010 Convertible Notes $71,182 $71,182 $220
* Principal amount at maturity
Since the principal amount of validly tendered 10 1/2% Discount Notes and
12 7/8% Discount Notes exceeded the principal amount of each such series that
Level 3 Finance was seeking to purchase, Level 3 Finance accepted for payment
Notes of such series as follows. First, Level 3 Finance accepted for payment all
Notes of each such series that were tendered at prices below the purchase price
for that series. Next, Level 3 Finance accepted for payment such Notes of that
series that were tendered at the applicable purchase price on a pro rata basis
from among the tendered Notes of that series. The proration factor for each such
series of Notes is as follows:
Series of Notes Proration Factor
10 1/2% Discount Notes* 62.495%
12 7/8% Discount Notes* 79.089%
* Principal amount at maturity
Level 3 Finance will pay the aggregate purchase price including accrued
interest, if any, through October 24, 2001, approximately $720.6 million, to the
depositary for those Notes accepted for payment on Thursday, October 25, 2001,
and all Notes not accepted for payment will be promptly returned to holders.
Salomon Smith Barney and J.P. Morgan Securities Inc. served as the dealer
managers and Mellon Investor Services LLC served as both the information agent
and the depositary in connection with the tender offers.
Level 3 is aware that the various issuances of its outstanding senior
notes, senior discount notes and convertible subordinated notes continue to
trade at discounts to their respective face or accreted amounts. In order to
continue to reduce future cash interest payments, as well as future amounts due
at maturity, Level 3 or its affiliates may, from time to time, purchase these
outstanding debt securities for cash or exchange shares of Level 3 common stock
for these outstanding debt securities pursuant to the exemption provided by
Section 3(a)(9) of the Securities Act of 1933, as amended, in open market or
privately negotiated transactions. Level 3
will evaluate any such transactions in light of then existing market
conditions. The amounts involved in any such transactions, individually or in
the aggregate, may be material.
About Level 3 Communications
Level 3 Communications, Inc. (Nasdaq:LVLT) is a global communications and
information services company offering a wide selection of services including IP
services, broadband transport, colocation services and the industry's first
Softswitch based services. Its Web address is www.Level3.com.
Forward Looking Statement
Some of the statements made by Level 3 and Level 3 Finance, LLC in this
press release are forward-looking in nature. Actual results may differ
materially from those projected in forward-looking statements. Level 3 believes
that its primary risk factors include, but are not limited to: substantial
capital requirements; development of effective internal processes and systems;
the ability to attract and retain high quality employees; changes in the overall
economy; technology; the number and size of competitors in its markets; law and
regulatory policy; and the mix of products and services offered in the company's
target markets. 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 release should be evaluated in light of these
important factors.
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