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Level 3 Announces Signing of $1.375 Billion Secured Credit Facility

LEVEL 3 COMMUNICATIONS ANNOUNCES SIGNING OF $1.375 BILLION SECURED CREDIT FACILITY

Proceeds To Substantially Pre-fund Phase 4 of Business Plan

BROOMFIELD, COLORADO September 30, 1999 – Level 3 Communications, Inc. (Nasdaq: LVLT) today announced that it and a syndicate of lenders have signed a definitive credit agreement relating to senior secured credit facilities aggregating $1.375 billion. Level 3 currently intends to use the credit facilities for working capital, capital expenditures and other general corporate purposes in connection with the implementation of its business plan, including the acquisition of telecommunications assets. This transaction, along with the net proceeds of Level 3's recent 6% convertible subordinated note offering, will allow the company to continue its strategy of 'pre-funding' the phases of its business plan. In particular, the proceeds from both the convertible subordinated note offering and the credit facilities will allow the company to substantially pre-fund the fourth phase of the company's five phase business plan.

Chase Securities Inc. acted as sole book manager and lead arranger. Each of Goldman, Sachs Credit Partners L.P., J.P. Morgan Securities, Inc. and Salomon Smith Barney Inc. acted as syndication agents. This facility was originally fully committed to Level 3 by The Chase Manhattan Bank, Goldman Sachs Credit Partners L.P., Morgan Guaranty Trust Company of New York, and Citicorp USA, Inc. in July 1999. The facility is comprised of a senior secured revolving credit facility in the amount of $650 million and a two-tranche senior secured term loan facility aggregating $725 million. The $725 million term loan facility is to be used to finance telecommunications assets. Full funding under the facilities will be available upon receipt of remaining state regulatory approvals.


About Level 3 Communications
Level 3 Communications, Inc. (NASDAQ: LVLT), an international communications company, operates one of the largest Internet backbones in the world, connecting 180 markets in 18 countries. The company serves a broad range of wholesale, enterprise and content customers with a comprehensive suite of services including: Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, voice and voice over IP services, content delivery and media distribution services. These services provide the building blocks to 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," the red 3D brackets and the Level 3 Communications logo are registered service marks of Level 3 Communications, LLC in the United States and/or other countries.  Level 3 services are provided by wholly owned subsidiaries of Level 3 Communications, Inc.  Any other service, product or company names recited herein may be trademarks or service marks of their respective owners.

Forward-Looking Statement
Some of the statements that we make in this press release are forward looking in nature. These statements are based on management’s current expectations or beliefs. These forward looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside our control, which could cause actual events to differ materially from those expressed or implied by the statements. The most important factors that could prevent us from achieving our stated goals include, but are not limited to our ability to: successfully integrate acquisitions; increase the volume of traffic on our network; defend our intellectual property and proprietary rights; develop new products and services that meet customer demands and generate acceptable margins; successfully complete commercial testing of new technology and information systems to support new products and services; attract and retain qualified management and other personnel; and 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 press release should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.