Exhibit 99.1
[LETTERHEAD of Level 3 Communications, Inc.]
NEWS RELEASE
FOR IMMEDIATE RELEASE
Level 3 Contacts:
Media: Josh Howell Investors: Robin Grey
720/888-2517 720/888-2518
Paul Lonnegren
720/888-6099
Level 3 Communications Announces Amendments to
"Modified Dutch Auction" Tender Offers for a Portion of its Debt Securities
Tender Offers Reduced to Maximum of $1.5 Billion Aggregate
Face Amount of Debt at Maturity
BROOMFIELD, Colo., September 25, 2001 - Level 3 Communications, Inc.
(Nasdaq:LVLT) today announced that Level 3 Finance, LLC ("Level 3 Finance"), its
first tier, wholly owned subsidiary, has amended the "Modified Dutch Auction"
tender offers for a portion of Level 3 Communications, Inc.'s ("Level 3") senior
debt and convertible debt securities, which were commenced on September 10,
2001.
Level 3 Finance has amended its tender offers to provide that it is now offering
to purchase for cash, at prices determined by a "Modified Dutch Auction"
procedure within the amended purchase price ranges set forth in the table below,
the following amended principal amount or principal amount at maturity of Level
3's 9 1/8% Senior Notes due 2008, 10 1/2% Senior Discount Notes due 2008, 10
3/4% Senior Notes due 2008, 11 1/4% Senior Notes due 2010, 11% Senior Notes due
2008, 11 1/4% Senior Notes due 2010, 12 7/8% Senior Discount Notes due 2010, 6%
Convertible Subordinated Notes due 2009 and 6% Convertible Subordinated Notes
due 2010.
A separate offer is being made with respect to each series of Notes.
Maximum Amount Sought
Maximum Principal Amount as Percentage of Purchase Price Range
or Principal Amount Outstanding as of per $1,000 (or(euro)1,000)
Series of Notes at Maturity Sought 08/31/01 Principal Amount
--------------- ------------------ -------- ----------------
9 1/8% Notes up to $300 million 15% $440 to $520
10 1/2% Discount Notes* up to $100 million 12% $290 to $350
10 3/4% Euro Notes up to(euro)200 million 40% (euro)430 to(euro)510
11 1/4% Euro Notes up to(euro)110 million 37% (euro)430 to(euro)530
11% Notes up to $200 million 25% $470 to $550
11 1/4% Notes up to $75 million 30% $450 to $530
12 7/8% Discount Notes* up to $75 million 11% $220 to $280
2009 Convertible Notes up to $275 million 40% $270 to $310
2010 Convertible Notes up to $200 million 24% $260 to $300
* Principal amount at maturity
The funds required for Level 3 Finance to consummate the tender offers have been
contributed to Level 3 Finance by Level 3 from its available cash.
The purchase price ranges listed above are per $1,000 (or (euro)1,000 in the
case of the Euro Notes) principal amount or principal amount at maturity in the
case of the Discount Notes. The revised maximum aggregate principal amount (or
principal amount at maturity, as applicable) listed above for a series of Notes
is referred to as the "Offer Amount" for that series.
Under the "Modified Dutch Auction" procedure, Level 3 Finance will accept
tendered Notes in each offer in the order of the lowest to the highest tender
prices specified by tendering holders within the applicable revised price range
for the applicable series of Notes, and will select the single lowest price so
specified (with respect to such series, the "Purchase Price") that will enable
Level 3 Finance to purchase the Offer Amount for that series (or, if less than
the Offer Amount for that series are tendered, all Notes of that series so
tendered). Level 3 Finance will pay the same Purchase Price for all Notes of a
given series that are tendered at or below the Purchase Price for that series,
upon the terms and subject to the conditions of the applicable offer, including
the proration terms for that offer.
Level 3 has extended the expiration date of the tender offer for each series of
Notes until 11:59 p.m., New York City time, on October 9, 2001, unless that
offer is further extended. Tendered Notes may be withdrawn at any time prior to
the applicable expiration date.
In the event that the amount of any series of Notes, other than the 2009
Convertible Notes and the 2010 Convertible Notes, tendered on or prior to the
expiration date for that offer at or below the applicable Purchase Price exceeds
the Offer Amount for that series then, subject to the terms and conditions of
the applicable offer, Level 3 Finance will accept for payment such Notes of that
series as follows. First, Level 3 Finance will accept for payment all Notes of
that series that are tendered at prices below the applicable Purchase
Price. Next, Level 3 Finance will accept for payment such Notes of that series
that are tendered at the applicable Purchase Price on a pro rata basis from
among the tendered Notes of that series.
In the event that the amount of either series of Convertible Notes validly
tendered (and not withdrawn) prior to the applicable expiration date at or below
the applicable Purchase Price exceeds the Offer Amount for that series of
Convertible Notes then, under and subject to the amended terms and conditions of
the applicable Convertible Note offer, Purchaser will accept for payment such
Convertible Notes of that series that are validly tendered (and not withdrawn)
at or below the applicable Purchase Price on a pro rata basis from among such
tendered Convertible Notes of that series.
The terms and conditions of each offer are set forth in Level 3 Finance's Offer
to Purchase, dated September 10, 2001, as supplemented on September 25, 2001.
Subject to applicable law, Level 3 Finance may, in its sole discretion, waive
any condition applicable to any tender offer or extend or terminate or otherwise
amend any offer.
No offer is conditioned on the consummation of any other offer, and no offer has
as a condition that a minimum principal amount (or principal amount at maturity,
as applicable) of Notes be tendered in that offer. The consummation of the
tender offer for each series of Notes remain subject to certain conditions,
which are described in the Offer to Purchase.
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 tender offers may only be made pursuant to the terms of the
Offer to Purchase and the accompanying Letter of Transmittal, in each case as
supplemented.
Salomon Smith Barney and JP Morgan Securities Inc. are acting as dealer managers
and Mellon Investor Services LLC is both the information agent and the
depositary in connection with the tender offers. Copies of the Offer to
Purchase, Letter of Transmittal and related documents may be obtained from the
information agent at Mellon Investor Services LLC, 44 Wall Street, 7th Floor,
New York, New York 10005, at (917) 320-6286 (banks and brokers) or (888)
788-1979 (toll free). Additional information concerning the terms of the tender
offers, including all questions relating to the mechanics of the offers, may be
obtained by contacting Salomon Smith Barney at (800) 558-3745 (toll-free) or
(212) 723-6106 (call collect) or J.P. Morgan Securities Inc. at (800) 245-8812
(toll-free) or (212) 270-1100 (call collect).
About Level 3 Communications
Level 3 Communications, Inc. (Nasdaq:LVLT) is a global communications and
information services company offering a wide selection of services including IP
services, broadband transport, colocation services and the industry's first
Softswitch based services. Its Web address is www.Level3.com.
--------------
Forward Looking Statement
Some of the statements made by Level 3 and Level 3 Finance, LLC 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: substantial capital requirements;
development of effective internal processes and systems; the ability to attract
and retain high quality employees; changes in the overall economy; 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.