Exhibit 99.1
1025 Eldorado Boulevard
Broomfield, Colorado 80021
www.Level3.com
NEWS RELEASE
Level 3 contacts:
Media: Josh Howell Investors: Robin Grey
720-888-2517 720-888-2518
Paul Lonnegren Sandra Curlander
720-888-6099 720-888-2501
Level 3 Announces Tender Offers For Up To
$450 Million Of Its Debt Securities Due 2008
BROOMFIELD, Colo., October 29, 2004-- Level 3 Communications, Inc. (Nasdaq:LVLT)
announced today that it has commenced tender offers to purchase for cash up to
$450 million aggregate principal amount of the series of its debt securities due
2008 specified in the table below (the "Notes"). Level 3 is offering to purchase
up to the "Maximum Offer Amount" for each series of Notes listed in the table
below, subject to the "Acceptance Priority Levels" listed below (the "Offers").
In no event will Level 3 be obligated to accept for purchase or pay for Notes
tendered pursuant to the Offers in an aggregate principal amount in excess of
$450 million (the "Tender Cap").
Maximum Offer Acceptance Early
Principal Amount ---------------- Priority Tender Offer Tender Total
Title of Security Outstanding Amount Level Consideration* Payment* Consideration*
$ 1,203,652,000 $ 450,000,000 1 $ 837.50 $ 20.00 $ 857.50
9?% Senior Notes
due 2008
$ 362,036,000 $ 362,036,000 2 $ 867.50 $ 20.00 $ 887.50
11% Senior Notes
due 2008
$ 409,462,000 $ 409,462,000 3 $ 837.50 $ 20.00 $ 857.50
101/2% Senior
Discount Notes due
2008 **
103/4% Senior Euro EUR 320,826,000 EUR 320,826,000 4 EUR 830.00 EUR 20.00 EUR 850.00
Notes due 2008
* Per $1,000 or EUR1,000 principal amount of notes accepted for purchase, as
applicable.
** Principal amount outstanding represents principal amount at maturity.
Each Offer is scheduled to expire at midnight, New York City time, on November
29, 2004, unless extended or earlier terminated with respect to an Offer (the
"Expiration Date"). Holders of Notes of any series validly tendered prior to
5:00 p.m., New York City time on November 12, 2004, unless extended or earlier
terminated with respect to an Offer (the "Early Tender Date"), will receive the
"Total Consideration" for that series shown in the table above, consisting of
the applicable "Tender Offer Consideration" for that series and the "Early
Tender Payment" for that series, each as shown in the table above, if such Notes
are accepted for purchase. Holders of Notes of any series who validly tender
after the Early Tender Date and whose Notes are accepted for purchase will
receive the applicable Tender Offer Consideration for that series but will not
receive the Early Tender Payment. Accrued interest up to, but not including, the
settlement date will be paid in cash on all validly tendered and accepted Notes.
We intend to fund the purchase of the Notes pursuant to the Offers with net
proceeds from borrowings under a proposed new senior secured credit facility
expected to mature in 2011, into which our subsidiary, Level 3 Financing, Inc.,
will seek to enter (the "Proposed Credit Facility"), and may or may not also
fund purchases pursuant to the Offers with proceeds from new issuances of debt
or equity securities or cash on hand.
Our obligation to accept for purchase Notes pursuant to the Offers is
conditioned on the receipt by Level 3 Financing, Inc. of borrowings of at least
$400 million under the Proposed Credit Facility. The Offers are subject to the
satisfaction or waiver of certain other conditions. The Offers are not subject
to the receipt of any minimum amount of tenders.
In addition, Level 3 will have no obligation to accept for purchase or to pay
for Notes tendered pursuant to the Offers in an aggregate principal amount in
excess of Tender Cap. In the event that one or more of the Offers are
oversubscribed, validly tendered Notes in each series will be accepted for
payment in accordance with each series' Maximum Tender Amount and Acceptance
Priority Level. For instance, Notes in the Offer with the first Acceptance
Priority Level will be accepted up to the Maximum Offer Amount for that series
before Notes in the Offer with the second Acceptance Priority Level (subject to
the amount of Tender Cap remaining available). If the aggregate principal amount
or principal amount at maturity of Notes tendered in any Offer exceeds either
the Maximum Offer Amount applicable to such series or, if lesser, the amount of
the Tender Cap remaining available for application to the Acceptance Priority
Level applicable to such Offer, then, if we accept Notes of such series for
purchase, we will accept such Notes on a pro rata basis.
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 Offers may only be made pursuant to the terms of the Offer
to Purchase and the related Letter of Transmittal.
The complete terms and conditions of the Offers are set forth in an Offer to
Purchase that is being sent to holders of the Notes. Holders are urged to read
the tender offer documents carefully. Copies of the Offer to Purchase and the
related Letter of Transmittal may be obtained from the Information Agent for the
Offers, Global Bondholder Services Corporation, at (212) 430-3774 and (866)
873-6300 (collect).
Merrill Lynch & Co. is the Dealer Manager for the Offers. Questions regarding
the Offers may be directed to Merrill Lynch & Co. at (800) ML4-TNDR (toll-free)
and (212) 449-4914.
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About Level 3 Communications
Level 3 (Nasdaq:LVLT) is an international communications and information
services company. The company operates one of the largest Internet backbones in
the world, is one of the largest providers of wholesale dial-up service to ISPs
in North America and is the primary provider of Internet connectivity for
millions of broadband subscribers, through its cable and DSL partners. The
company offers a wide range of communications services over its 23,000-mile
broadband fiber optic network including Internet Protocol (IP) services,
broadband transport and infrastructure services, colocation services, and
patented softswitch managed modem and voice services. Its Web address is
www.Level3.com.
The company offers information services through its subsidiaries, Software
Spectrum and (i)Structure. For additional information, visit their respective
Web sites at www.softwarespectrum.com and www.i-structure.com.
The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in
the United States and/or other countries.
Forward Looking Statement
Some of the statements made by Level 3 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: changes in the overall economy relating to,
among other things, the September 11 attacks and subsequent events, substantial
capital requirements; development of effective internal processes and systems;
the ability to attract and retain high quality employees; 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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