Company Closes Offering of 125 Million Shares of its Common Stock and $335 Million Aggregate Principal Amount of its Convertible Senior Notes due 2012
Underwriters of Convertible Senior Notes due 2012 Exercise Portion of Overallotment Option
BROOMFIELD, Colo., June 13, 2006 — Level 3 Communications, Inc. (Nasdaq: LVLT) today announced that it has called for redemption all of its outstanding 9 1/8% Senior Notes due 2008 and 10½% Senior Discount Notes due 2008. The redemption date for each of these notes will be July 13, 2006.
The 9 1/8% Senior Notes due 2008 will be redeemed at a redemption price equal to 100% of the principal amount of those notes plus accrued and unpaid interest to but not including the redemption date. The aggregate principal amount of 9 1/8% Senior Notes due 2008 to be redeemed is $398,407,000. The 10½% Senior Discount Notes due 2008 will be redeemed at a redemption price equal to 101.75% of the principal amount at maturity of those notes plus accrued and unpaid interest to but not including the redemption date. The aggregate principal amount at maturity of 10½% Senior Discount Notes due 2008 to be redeemed is $62,091,000.
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.
The company also announced that it had closed the underwritten offering of 125 million shares of its common stock, and that it had closed the underwritten offering of $300 million aggregate principal amount of its 3.5% Convertible Senior Notes due 2012. The underwriters also purchased an additional $35 million aggregate principal amount of Convertible Senior Notes due 2012 pursuant to their option to purchase up to an additional $45 million aggregate principal amount of Convertible Senior Notes due 2012 to cover overallotments. In connection with the closings, the company received net proceeds of $869,775,000, before offering expenses. The company is using a portion of the net proceeds from these offerings to fund the redemption of the notes described above.
A registration statement relating to the common stock and the Convertible Senior Notes has been declared effective by the Securities and Exchange Commission. Offers and sales of the common stock and the Convertible Senior Notes may be made only by the related prospectus and prospectus supplement, which may be obtained from Merrill Lynch & Co., Prospectus Department, 4 World Financial Center, New York, NY 10080, telephone: 212-449-1000.
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.
