Exhibit 99.3
[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 Subsidiary Launches Tender Offer and Consent Solicitation
Level 3 Financing, Inc. Tenders for its 10.75% Senior Notes due 2011
BROOMFIELD, Colo., December 13, 2006 - Level 3 Communications, Inc. (Nasdaq:
LVLT) announced today that its subsidiary, Level 3 Financing, Inc., has
commenced a tender offer to purchase for cash $500 million in aggregate
principal amount of its 10.75% Senior Notes due 2011 (the "Notes"), representing
all of the Notes currently outstanding.
In connection with the offer to purchase, Level 3 Financing is soliciting
consents to certain proposed amendments to the indenture governing the Notes to
eliminate substantially all of the covenants, certain repurchase rights and
certain events of default and related provisions contained in the indenture.
Holders of Notes validly tendered prior to 5:00 p.m., New York City time on
December 27, 2006, unless extended or earlier terminated (the "Consent Time"),
if such Notes are accepted for purchase, will receive the total consideration of
$1,092.21 per $1,000 principal amount of the Notes, which includes $1,062.21 as
the tender offer consideration and $30 as a consent payment. The tender offer is
scheduled to expire at 5:00 p.m., New York City time, on January 11, 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 promptly after the Consent Time. Holders of Notes who validly tender
after the Consent Time and on or prior to the Expiration Date, if such Notes are
accepted for purchase, will receive the tender offer consideration but will not
receive the 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.
Level 3 Financing intends to fund the purchase of the Notes tendered with net
proceeds from borrowings under a proposed private debt offering, and may also
fund purchases pursuant to the tender offer with cash on hand.
Level 3's obligation to purchase Notes pursuant to the tender offer is
conditioned on the consummation of the proposed debt offering described above.
The tender offer is also subject to the satisfaction or waiver of certain other
conditions as set forth in the Offer to Purchase. The tender offer is not
subject to the receipt of any minimum amount of tenders.
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. The tender offer 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 tender offer 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 tender offer, 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 offer 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. 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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