EXHIBIT 99.5
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MCLEODUSA INCORPORATED
OFFER TO EXCHANGE ITS
8 3/8% SENIOR NOTES DUE MARCH 15, 2008
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
8 3/8% SENIOR NOTES DUE MARCH 15, 2008
PURSUANT TO THE PROSPECTUS DATED , 1998
TO: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
McLeodUSA Incorporated (the "Company") is offering to exchange (the
"Exchange Offer"), upon and subject to the terms and conditions set forth in
the enclosed Prospectus, dated , 1998 (the "Prospectus"), and the
enclosed Letter of Transmittal (the "Letter of Transmittal"), its 8 3/8%
Senior Notes Due March 15, 2008 which have been registered under the
Securities Act of 1933 (the "1998 Exchange Notes") for any and all of its
outstanding 8 3/8% Senior Notes Due March 15, 2008 (the "1998 Senior Notes").
The Exchange Offer is being made in order to satisfy certain obligations of
the Company contained in the Registration Agreement dated as of March 16,
1998, among the Company, Salomon Brothers Inc, Bear, Stearns & Co. Inc.,
Morgan Stanley & Co. Incorporated and Chase Securities Inc.
In connection with the Exchange Offer, we are requesting that you contact
your clients for whom you hold 1998 Senior Notes registered in your name or in
the name of your nominee, or who hold 1998 Senior Notes registered in their
own names. The Company will not pay any fees or commissions to any broker,
dealer or other person in connection with the solicitation of tenders pursuant
to the Exchange Offer. However, you will, upon request, be reimbursed for
reasonable out-of-pocket expenses incurred in connection with soliciting
acceptances of the Exchange Offer. The Company will pay or cause to be paid
all transfer taxes applicable to the exchange of 1998 Senior Notes pursuant to
the Exchange Offer, except as set forth in the Prospectus and the Letter of
Transmittal.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. Prospectus dated , 1998;
2. A Letter of Transmittal for your use and for the information of your
clients;
3. A form of Notice of Guaranteed Delivery; and
4. A form of letter which may be sent to your clients for whose account you
hold 1998 Senior Notes registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions
with regard to the Exchange Offer.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON , 1998 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY THE COMPANY (IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN
THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE 1998
SENIOR NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN, SUBJECT
TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL,
AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent and certificates representing the 1998 Senior Notes should be delivered
to the Exchange Agent, all in accordance with the instructions set forth in
the Prospectus and the Letter of Transmittal.
If holders of 1998 Senior Notes wish to tender, but it is impracticable for
them to forward their certificates for 1998 Senior Notes prior to the
expiration of the Exchange Offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus and the Letter of
Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the
Exchange Agent for the 1998 Senior Notes, at its address and telephone number
set forth on the front of the Letter of Transmittal.
Very truly yours,
McLeodUSA Incorporated
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF
OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
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