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 Communications Issues Notice of Redemption for
12.875% Senior Discount Notes due 2010, 11.25%
Senior Euro Notes due 2010 and 11.25% Senior Notes due 2010; Launches Two Tender
Offers for Notes and Consent Solicitations
BROOMFIELD, Colo., February 15, 2007 -- Level 3 Communications, Inc. (Nasdaq:
LVLT) today announced that it called for redemption all of its outstanding
$487,801,000 aggregate principal amount of 12 7/8% Senior Notes due 2010 at a
price equal to 102.146% of the principal amount thereof, all of its outstanding
$95,821,000 of 11.25% Senior Notes due 2010 at a price equal to 101.875% of
principal amount thereof and all of its outstanding euro 104,325,000 of 11.25%
Senior Euro Notes due 2010 at a price equal to 101.875% of principal amount
thereof. The company will pay accrued and unpaid interest on the senior notes to
but not including the redemption date. All of these senior notes will be
redeemed by the company on March 16, 2007.
Additional information regarding the redemption of these notes is available from
The Bank of New York, the trustee with respect to these issues of notes.
Level 3 also announced that its wholly owned subsidiary, Level 3 Financing,
Inc., has commenced a tender offer to purchase for cash any and all of Level 3
Financing's $150 million Floating Rate Notes due 2011 for a price equal to
$1,080.00 per $1,000 principal amount of the notes, which includes $1,050.00 as
the tender offer consideration and $30.00 as a consent payment (the "Level 3
Financing Tender Offer"). Additionally, the company commenced a tender offer to
purchase for cash any and all of its $78 million aggregate principal amount of
11% Senior Notes due 2008 for a price equal to $1,054.28 per $1,000 principal
amount of the notes, which includes $1,024.28 as the tender offer consideration
and $30.00 as a consent payment (the "Level 3 Inc. Tender Offer," and together
the "Tender Offers.")
In connection with the Tender Offers, Level 3 and Level 3 Financing are
soliciting consents to certain proposed amendments to the respective indentures
governing the notes that are subject to the Tender Offers to eliminate
substantially all of the covenants, certain repurchase rights, certain discharge
rights and certain events of default and related provisions contained in those
indentures.
With respect to the Level 3 Financing Tender Offer and the Level 3 Inc. Tender
Offer, holders of notes validly tendered prior to 12:01 a.m., New York City time
on March 1, 2007, unless extended or earlier terminated (the "Consent Time"), if
such notes are accepted for purchase, will receive the total consideration. The
tender offer is scheduled to expire at 12:01 a.m., New York City time, on March
15, 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. Holder of notes who
validly tender after the Consent Time but 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.
The Tender Offers are also subject to the satisfaction or waiver of certain
other conditions as set forth in the Offer to Purchase. It is a condition to the
consummation of the Tender Offers that the holders of at least a majority of the
outstanding aggregate principal amount of the notes consent to the amendments to
the indenture governing those notes.
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 that are the subject of the Tender Offers. The Tender Offers may only be
made pursuant to the terms of the respective Offer to Purchase and the related
Letter of Transmittal.
The complete terms and conditions of the Tender Offers are set forth in a
separate Offer to Purchase with respect to each Tender Offer that is being sent
to holders of the notes. Holders are urged to read the Tender Offer documents
carefully. Copies of each Offer to Purchase and the related Letter of
Transmittal may be obtained from the Information Agent for the Tender Offers,
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 Offers may be directed to Merrill Lynch & Co. at (888)
654-8637 (toll-free) and 212-449-4914.
About Level 3 Communications
Level 3 (Nasdaq: LVLT), an international communications and information services
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 satellite video delivery and advertising distribution solutions through
its subsidiary, Vyvx. For additional information, visit the Web site
www.vyvx.com.
The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in
the United States and/or other countries. Level 3 services are provided by a
wholly owned subsidiary 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;
ability to meet all of the terms and conditions of our debt obligations;
overcoming Software Spectrum's reliance on financial incentives, volume
discounts and marketing funds from software publishers; and reducing downward
pressure of Software Spectrum's margins as a result of the use of volume
licensing and maintenance agreements. 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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