Exhibit 99.2
[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
Chris Hardman Valerie Finberg
720-888-2292 720-888-2501
Level 3 Announces Pricing of Private
Offering of 9.25% Senior Notes due 2014
BROOMFIELD, Colo., December 13, 2006 -- Level 3 Communications, Inc. (Nasdaq:
LVLT) today announced that its subsidiary, Level 3 Financing, Inc., has agreed
to sell $650 million aggregate principal amount of 9.25% Senior Notes due 2014
in a private offering to "qualified institutional buyers" as defined in Rule
144A under the Securities Act of 1933 and outside the United States under
Regulation S under the Securities Act of 1933. The senior notes were priced at
101.75% of the principal amount plus accrued interest from October 30, 2006,
representing an effective yield of 8.86% to the purchasers of these senior
notes.
The senior notes represent an additional offering of the 9.25% Senior Notes due
2014 that were issued on October 30, 2006. The notes are being offered as
additional notes under the same indenture as the 9.25% Senior Notes issued on
October 30, 2006, and will be treated under that indenture as a single series of
notes with the outstanding 9.25% Senior Notes.
The debt represented by the new notes will be used to (i) purchase Level 3
Financing's 10.75% Senior Notes due 2011 tendered in a tender offer, which was
launched by Level 3 Financing today, (ii) to the extent that less than all of
the 10.75% Senior Notes due 2011 are purchased in the tender offer, to effect a
satisfaction and discharge under the indenture governing the 10.75% Senior Notes
due 2011 or otherwise repurchase in any lawful manner those 10.75% Senior Notes
due 2011 that remain outstanding after the tender offer, and (iii) pay fees and
expenses incurred in connection with the foregoing. Gross proceeds from the
offering of senior notes that exceed the amount necessary to repurchase or
refinance the 10.75% Senior Notes due 2011, will constitute purchase
money indebtedness under the existing indentures of Level 3 and will be used
solely to fund the cost of construction, installation, acquisition, lease,
development or improvement of any Telecommunications/IS Assets (as defined in
the existing indentures of Level 3), including the cash purchase price of any
past, pending or future acquisitions.
The senior notes will not be registered under the Securities Act of 1933 or any
state securities laws and, unless so registered, may not be offered or sold
except pursuant to an applicable exemption from the registration requirements of
the Securities Act of 1933 and applicable state securities laws.
About Level 3 Communications
Level 3 Communications, Inc. (Nasdaq: LVLT), an international communications
company, operates one of the largest Internet backbones in the world. Through
its customers, Level 3 is the primary provider of Internet connectivity for
millions of broadband subscribers. The company provides a comprehensive suite of
services over its broadband fiber optic network including Internet Protocol (IP)
services, broadband transport and infrastructure services, colocation services,
voice services and voice over IP services. These services provide building
blocks that 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" and the Level 3 Communications logo are
registered service marks of Level 3 Communications, Inc. in the United States
and/or other countries. Any other product and company names herein may be
trademarks of their respective owners. Level 3 services are provided by wholly
owned subsidiaries of Level 3 Communications, Inc.
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: increasing the volume of traffic on Level 3's
network; developing new products and services that meet customer demands and
generate acceptable margins; successfully completing commercial testing of new
technology and information systems to support new products and services,
including voice transmission services; stabilizing or reducing the rate of price
compression on certain of our communications services; integrating strategic
acquisitions; attracting and retaining qualified management and other personnel;
and the ability to 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 release should be evaluated in light of these important factors.
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