Exhibit 99.1
[Logo]
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
Arthur Hodges Sandra Curlander
720-888-6184 720-888-2501
Level 3 Announces Tender Results To Date
BROOMFIELD, Colo., November 15, 2004 -- Level 3 Communications, Inc.
(Nasdaq:LVLT) announced today that $1,104,727,255 aggregate principal amount of
its debt securities due 2008 specified in the table below (the "Notes") have
been tendered pursuant to Level 3's pending cash tender offers (the "Offers") as
of 5:00 p.m., New York City time on Friday, November 12, 2004 (the "Early Tender
Date"). The terms and conditions of the Offers are set forth in Level 3's Offer
to Purchase dated October 29, 2004 and the related Letter of Transmittal.
Each Offer is scheduled to expire at 12:00 midnight, New York City time, on
November 29, 2004, unless extended (the "Expiration Date"). Holders of Notes of
any series validly tendered prior to 5:00 p.m., New York City time on the Early
Tender Date will receive the "Total Consideration" for that series shown in the
table below, consisting of the applicable "Tender Offer Consideration" for that
series and the "Early Tender Payment" for that series, each as shown in the
table below, 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 applicable settlement date will be paid in cash on
all validly tendered and accepted Notes.
Acceptance Principal Principal Percentage
---------- Amount Amount Tendered of Early
Title of Priority Outstanding Maximum as of Early Outstanding Tender Offer Tender Total
Security Level Offer Amount Tender Date Tendered Consideration* Payment* Consideration*
1 $1,203,652,000 $450,000,000 $ 243,955,000 20.3% $ 837.50 $ 20.00 $ 857.50
9-1/8% Senior
Notes due
2008
2 $362,036,000 $362,036,000 $ 229,226,000 63.3% $ 867.50 $ 20.00 $ 887.50
11% Senior
Notes due
2008
3 $409,462,000 $409,462,000 $ 262,515,000 64.1% $ 837.50 $ 20.00 $ 857.50
10-1/2% Senior
Discount
Notes due
2008 **
4 EUR320,826,000 EUR320,826,000 EUR284,461,000 88.7% EUR830.00 EUR20.00 EUR850.00
10-3/4% Senior
Euro 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.
Notes tendered pursuant to the Offers prior to 5:00 p.m., New York City time, on
the Early Tender Date may no longer be withdrawn. Notes tendered pursuant to the
Offers after 5:00 p.m., New York City time, on the Early Tender Date may be
withdrawn until 12:00 midnight on the Expiration Date.
Level 3's obligation to accept for purchase Notes pursuant to the Offers is
conditioned on the receipt by the company's subsidiary, Level 3 Financing, Inc.,
of borrowings of at least $400 million under a proposed new senior secured
credit facility expected to mature in 2011, into which Level 3 Financing, Inc.
is seeking to enter. The Offers are subject to the satisfaction or waiver of
certain other conditions.
As described in the Offer to Purchase, 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 $450 million. Validly tendered Notes in each
series will be accepted for payment in accordance with each series' "Maximum
Offer Amount" and "Acceptance Priority Level."
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.
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.
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