Level 3 Communications, Inc



Level 3 Announces Tender Offers For Up To $450 Million Of Its Debt Securities Due 2008 | |

|[pic] |

|BROOMFIELD, Colo., October 29, 2004 – Level 3 Communications, Inc. (Nasdaq:LVLT) announced today that it has commenced tender offers |

|to purchase for cash up to $450 million aggregate principal amount of the series of its debt securities due 2008 specified in the |

|table below (the “Notes”). Level 3 is offering to purchase up to the “Maximum Offer Amount” for each series of Notes listed in the |

|table below, subject to the “Acceptance Priority Levels” listed below (the “Offers”). In no event will Level 3 be obligated to accept|

|for purchase or pay for Notes tendered pursuant to the Offers in an aggregate principal amount in excess of $450 million (the “Tender|

|Cap”).  |

| |

|                              |

|Title of Security |

|Principal Amount Outstanding |

|Maximum Offer Amount |

|Acceptance |

|Priority Level |

|Tender Offer Consideration* |

|Early Tender Payment* |

|Total Consideration* |

| |

|9 1/8% Senior Notes due 2008 |

|$ 1,203,652,000 |

|$ 450,000,000 |

|1 |

|$ 837.50 |

|$ 20.00 |

|$ 857.50 |

| |

|11% Senior Notes due 2008 |

|$ 362,036,000 |

|$ 362,036,000 |

|2 |

|$ 867.50 |

|$ 20.00 |

|$ 887.50 |

| |

|10 1/2% Senior Discount Notes due 2008 ** |

|$ 409,462,000 |

|$ 409,462,000 |

|3 |

|$ 837.50 |

|$ 20.00 |

|$ 857.50 |

| |

|10 3/4% Senior Euro Notes due 2008 |

|€ 320,826,000 |

|€ 320,826,000 |

|4 |

|€ 830.00 |

|€ 20.00 |

|€ 850.00 |

| |

|*  Per $1,000 or €1,000 principal amount of notes accepted for purchase, as applicable. |

|** Principal amount outstanding represents principal amount at maturity. |

| |

|Each Offer is scheduled to expire at midnight, New York City time, on November 29, 2004, unless extended or earlier terminated with |

|respect to an Offer (the “Expiration Date”). Holders of Notes of any series validly tendered prior to 5:00 p.m., New York City time |

|on November 12, 2004, unless extended or earlier terminated with respect to an Offer (the “Early Tender Date”), will receive the |

|“Total Consideration” for that series shown in the table above, consisting of the applicable “Tender Offer Consideration” for that |

|series and the “Early Tender Payment” for that series, each as shown in the table above, if such Notes are accepted for |

|purchase. Holders of Notes of any series who validly tender after the Early Tender Date and whose Notes are accepted for purchase |

|will receive the applicable Tender Offer Consideration for that series but will not receive the Early Tender Payment. Accrued |

|interest up to, but not including, the settlement date will be paid in cash on all validly tendered and accepted Notes.  |

|We intend to fund the purchase of the Notes pursuant to the Offers with net proceeds from borrowings under a proposed new senior |

|secured credit facility expected to mature in 2011, into which our subsidiary, Level 3 Financing, Inc., will seek to enter (the |

|“Proposed Credit Facility”), and may or may not also fund purchases pursuant to the Offers with proceeds from new issuances of debt |

|or equity securities or cash on hand. |

|Our obligation to accept for purchase Notes pursuant to the Offers is conditioned on the receipt by Level 3 Financing, Inc. of |

|borrowings of at least $400 million under the Proposed Credit Facility. The Offers are subject to the satisfaction or waiver of |

|certain other conditions. The Offers are not subject to the receipt of any minimum amount of tenders. |

|In addition, Level 3 will have no obligation to accept for purchase or to pay for Notes tendered pursuant to the Offers in an |

|aggregate principal amount in excess of Tender Cap. In the event that one or more of the Offers are oversubscribed, validly tendered |

|Notes in each series will be accepted for payment in accordance with each series’ Maximum Tender Amount and Acceptance Priority |

|Level. For instance, Notes in the Offer with the first Acceptance Priority Level will be accepted up to the Maximum Offer Amount for |

|that series before Notes in the Offer with the second Acceptance Priority Level (subject to the amount of Tender Cap remaining |

|available). If the aggregate principal amount or principal amount at maturity of Notes tendered in any Offer exceeds either the |

|Maximum Offer Amount applicable to such series or, if lesser, the amount of the Tender Cap remaining available for application to the|

|Acceptance Priority Level applicable to such Offer, then, if we accept Notes of such series for purchase, we will accept such Notes |

|on a pro rata basis. |

|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 Offers may only be made pursuant to the terms of the Offer to Purchase and the |

|related Letter of Transmittal. |

|The complete terms and conditions of the Offers are set forth in an Offer to Purchase that is being sent to holders of the |

|Notes. Holders are urged to read the tender offer documents carefully. Copies of the Offer to Purchase and the related Letter of |

|Transmittal may be obtained from the Information Agent for the Offers, Global Bondholder Services Corporation, at 212-430-3774 and |

|866-873-6300 (collect). |

|Merrill Lynch & Co. is the Dealer Manager for the Offers.  Questions regarding the Offers may be directed to Merrill Lynch & Co. at |

|800-ML4-TNDR (toll-free) and 212-449-4914. |

|About Level 3 Communications |

|Level 3 (Nasdaq:LVLT) is an international communications and information services company. The company operates one of the largest |

|Internet backbones in the world, is one of the largest providers of wholesale dial-up service to ISPs in North America and is the |

|primary provider of Internet connectivity for millions of broadband subscribers, through its cable and DSL partners. The company |

|offers a wide range of communications services over its 23,000-mile broadband fiber optic network including Internet Protocol (IP) |

|services, broadband transport and infrastructure services, colocation services, and patented softswitch managed modem and voice |

|services. Its Web address is . |

|The company offers information services through its subsidiaries, Software Spectrum and (i)Structure. For additional information, |

|visit their respective Web sites at and i-. |

|  |

|The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in the United States and/or other countries. |

|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: |

|changes in the overall economy relating to, among other things, the September 11 attacks and subsequent events, substantial capital |

|requirements; development of effective internal processes and systems; the ability to attract and retain high quality employees; |

|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. |

|Level 3 Communications, Inc. Announces Proposed Private Offering of $200 Million of Convertible Senior Notes |

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| Also Seeking $450 Million Senior Secured Term Loan |

|BROOMFIELD, Colo., November 12, 2004 – Level 3 Communications, Inc. (Nasdaq: LVLT) today announced that it plans to offer |

|$200 million aggregate principal amount of a new series of its Convertible Senior Notes due 2011 (the “Notes”) in a |

|private offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933. The Notes |

|will be convertible into the company’s common stock at a conversion price to be determined. Level 3 intends to grant the |

|initial purchasers a 30-day option to purchase up to $40 million aggregate principal amount of additional Notes. |

|Level 3 intends to use a portion of the net proceeds from the offering of the Notes, together with borrowings under a $450|

|million senior secured term loan that is expected to be entered into by its subsidiary, Level 3 Financing, Inc., to fund |

|the purchase of certain debt securities due 2008 pursuant to Level 3’s currently pending debt tender offers. |

|In addition, Level 3 Communications, Inc. intends to use a portion of the net proceeds from the offering of the Notes to |

|enter into bond hedge and warrant transactions with respect to its common stock. The transactions are designed to enable |

|the company to limit dilution from the conversion of the Notes. The transactions as currently contemplated would |

|effectively increase the anticipated conversion premium to approximately 70% to 100%. The cost of the bond hedge and |

|warrant transactions is estimated to be between approximately 14% and 19% of the gross proceeds from the offering of the |

|Notes. |

|The company expects to use remaining net proceeds from the offering of the Notes to repurchase, repay or refinance |

|existing debt, from time to time, and for general corporate purposes, including working capital, capital expenditures and |

|acquisitions. |

|  |

|The Notes will not be registered under the Securities Act of 1933, as amended or any state securities laws and, unless so |

|registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of |

|the Securities Act of 1933 and applicable state securities laws. |

|About Level 3 Communications |

|Level 3 (Nasdaq:LVLT) is an international communications and information services company. The company operates one of the|

|largest Internet backbones in the world, is one of the largest providers of wholesale dial-up service to ISPs in North |

|America and is the primary provider of Internet connectivity for millions of broadband subscribers, through its cable and |

|DSL partners. The company offers a wide range of communications services over its 23,000-mile broadband fiber optic |

|network including Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, |

|and patented softswitch managed modem and voice services. Its Web address is . |

|The company offers information services through its subsidiaries, Software Spectrum and (i)Structure. For additional |

|information, visit their respective Web sites at and i-. |

|The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in the United States and/or other countries.|

|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: changes in the overall economy relating to, among other things, the September 11 attacks and |

|subsequent events, substantial capital requirements; development of effective internal processes and systems; the ability |

|to attract and retain high quality employees; 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. |

|Level 3 Announces Tender Results To Date |

|[pic] |

|BROOMFIELD, Colo., November 15, 2004 – Level 3 Communications, Inc. (Nasdaq:LVLT) announced today that $1,104,727,255 aggregate principal amount of its debt|

|securities due 2008 specified in the table below (the “Notes”) have been tendered pursuant to Level 3’s pending cash tender offers (the "Offers") as of 5:00|

|p.m., New York City time on Friday, November 12, 2004 (the "Early Tender Date"). The terms and conditions of the Offers are set forth in Level 3’s Offer to |

|Purchase dated October 29, 2004 and the related Letter of Transmittal. |

|Each Offer is scheduled to expire at 12:00 midnight, New York City time, on November 29, 2004, unless extended (the “Expiration Date”). Holders of Notes of |

|any series validly tendered prior to 5:00 p.m., New York City time on the Early Tender Date will receive the “Total Consideration” for that series shown in |

|the table below, consisting of the applicable “Tender Offer Consideration” for that series and the “Early Tender Payment” for that series, each as shown in |

|the table below, if such Notes are accepted for purchase. Holders of Notes of any series who validly tender after the Early Tender Date and whose Notes are |

|accepted for purchase will receive the applicable Tender Offer Consideration for that series but will not receive the Early Tender Payment. Accrued interest|

|up to, but not including, the applicable settlement date will be paid in cash on all validly tendered and accepted Notes. |

|Title of Security |

|Acceptance |

|Priority |

|Level |

|Principal Amount |

|Outstanding |

|Maximum Offer Amount |

|Principal Amount Tendered as of Early Tender Date |

|Percentage of Outstanding Tendered |

|Tender Offer Consideration* |

|Early Tender Payment* |

|Total Consideration* |

| |

| |

| |

| |

| |

| |

| |

| |

| |

| |

| |

|9⅛% Senior Notes due 2008 |

|1 |

|$1,203,652,000 |

|$450,000,000 |

|$243,955,000 |

|20.3% |

|$837.50 |

|$20.00 |

|$857.50 |

| |

|11% Senior Notes due 2008 |

|2 |

|$362,036,000 |

|$362,036,000 |

|$229,226,000 |

|63.3% |

|$867.50 |

|$20.00 |

|$887.50 |

| |

|10½% Senior Discount Notes due 2008 ** |

|3 |

|$409,462,000 |

|$409,462,000 |

|$262,515,000 |

|64.1% |

|$837.50 |

|$20.00 |

|$857.50 |

| |

|10¾% Senior Euro Notes due 2008 |

|4 |

|€320,826,000 |

|€320,826,000 |

|€284,461,000 |

|88.7% |

|€830.00 |

|€20.00 |

|€850.00 |

| |

| |

| |

| |

| |

| |

| |

| |

| |

| |

| |

|* Per $1,000 or €1,000 principal amount of notes accepted for purchase, as applicable. |

|** Principal amount outstanding represents principal amount at maturity. |

| |

|Notes tendered pursuant to the Offers prior to 5:00 p.m., New York City time, on the Early Tender Date may no longer be withdrawn. Notes tendered pursuant |

|to the Offers after 5:00 p.m., New York City time, on the Early Tender Date may be withdrawn until 12:00 midnight on the Expiration Date. |

|Level 3’s obligation to accept for purchase Notes pursuant to the Offers is conditioned on the receipt by the company’s subsidiary, Level 3 Financing, Inc.,|

|of borrowings of at least $400 million under a proposed new senior secured credit facility expected to mature in 2011, into which Level 3 Financing, Inc. is|

|seeking to enter. The Offers are subject to the satisfaction or waiver of certain other conditions. |

|  |

|As described in the Offer to Purchase, Level 3 will have no obligation to accept for purchase or to pay for Notes tendered pursuant to the Offers in an |

|aggregate principal amount in excess of $450 million. Validly tendered Notes in each series will be accepted for payment in accordance with each series’ |

|“Maximum Offer Amount” and “Acceptance Priority Level.” |

|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 Offers may only be made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. |

|Copies of the Offer to Purchase and the related Letter of Transmittal may be obtained from the Information Agent for the Offers, Global Bondholder Services |

|Corporation, at 212-430-3774 and 866-873-6300 (collect). |

|Merrill Lynch & Co. is the Dealer Manager for the Offers.  Questions regarding the Offers may be directed to Merrill Lynch & Co. at 800-ML4-TNDR (toll free)|

|and 212-449-4914. |

|About Level 3 Communications |

|Level 3 (Nasdaq:LVLT) is an international communications and information services company. The company operates one of the largest Internet backbones in the|

|world, is one of the largest providers of wholesale dial-up service to ISPs in North America and is the primary provider of Internet connectivity for |

|millions of broadband subscribers, through its cable and DSL partners. The company offers a wide range of communications services over its 23,000-mile |

|broadband fiber optic network including Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, and patented |

|softswitch managed modem and voice services. Its Web address is . |

|The company offers information services through its subsidiaries, Software Spectrum and (i)Structure. For additional information, visit their respective Web|

|sites at and i-. |

|  |

|The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in the United States and/or other countries. |

|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: changes in the overall economy relating to, |

|among other things, the September 11 attacks and subsequent events, substantial capital requirements; development of effective internal processes and |

|systems; the ability to attract and retain high quality employees; 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. |

|Level 3 Communications, Inc. Announces Pricing of Private Offering of $320 Million of Convertible Senior Notes |

|[pic] |

|BROOMFIELD, Colo., November 17, 2004 – Level 3 Communications, Inc. (Nasdaq: LVLT) today announced that it has agreed to |

|sell $320 million aggregate principal amount of a new series of its 5.25% Convertible Senior Notes due 2011 (the “Notes”) |

|in a private offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933. The |

|Notes will be convertible into the company’s common stock at a conversion price of $3.984 per share.  Level 3 has granted |

|the initial purchasers a 30-day option to purchase up to $25 million aggregate principal amount of additional Notes.  The |

|offering is expected to be completed (subject to customary closing conditions) on December 2, 2004, the currently |

|scheduled settlement date for Level 3’s pending debt tender offers. |

|Level 3 intends to use a portion of the net proceeds from the offering of the Notes, together with borrowings under a $730|

|million senior secured term loan that is expected to be entered into by its subsidiary, Level 3 Financing, Inc., to fund |

|the purchase of certain debt securities due 2008 pursuant to Level 3's currently pending debt tender offers.  Level 3 has |

|increased to $1.105 billion the maximum aggregate principal amount of the debt securities that it could be obligated to |

|accept for payment in the debt tender offers. |

|In addition, Level 3 intends to use a portion of the net proceeds from the offering of the Notes to enter into bond hedge |

|and warrant transactions with respect to its common stock. The transactions are designed to enable the company to limit |

|dilution from the conversion of the Notes. The transactions would effectively increase the anticipated conversion premium |

|to approximately 80.7%.  The cost of the bond hedge and warrant transactions is estimated to be approximately 17.8% of the|

|gross proceeds from the offering of the Notes. |

|The Notes will not be registered under the Securities Act of 1933, as amended or any state securities laws and, unless so |

|registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of |

|the Securities Act of 1933 and applicable state securities laws. |

|About Level 3 Communications |

|Level 3 (Nasdaq:LVLT) is an international communications and information services company. The company operates one of the|

|largest Internet backbones in the world, is one of the largest providers of wholesale dial-up service to ISPs in North |

|America and is the primary provider of Internet connectivity for millions of broadband subscribers, through its cable and |

|DSL partners. The company offers a wide range of communications services over its 23,000-mile broadband fiber optic |

|network including Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, |

|and patented softswitch managed modem and voice services. Its Web address is . |

|The company offers information services through its subsidiaries, Software Spectrum and (i)Structure. For additional |

|information, visit their respective Web sites at and i-. |

|The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in the United States and/or other countries.|

|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: changes in the overall economy relating to, among other things, the September 11 attacks and |

|subsequent events, substantial capital requirements; development of effective internal processes and systems; the ability |

|to attract and retain high quality employees; 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. |

|Level 3 Increases Aggregate Amount of Debt Tender Offers to a Maximum of $1.105 Billion |

|[pic] |

|Level 3 Financing Increases the Size of its Proposed Senior |

|Secured Term Loan to $730 Million |

|BROOMFIELD, Colo., November 17, 2004 – Level 3 Communications, Inc. (Nasdaq:LVLT) announced today that, it has increased to $1.105 billion (the “Tender |

|Cap”) the maximum aggregate principal amount of its outstanding debt securities due 2008 specified in the table below (the “Notes”) that it could be |

|obligated to accept for payment in its pending cash tender offers (the “Offers”).  The “Maximum Offer Amount” Level 3 is offering to purchase for each |

|series of Notes, and the “Acceptance Priority Levels” for each series, remain unchanged and are listed in the table below.  The terms and conditions of the |

|Offers are set forth in Level 3’s Offer to Purchase dated October 29, 2004 and a Supplement to the Offer to Purchase dated November 17, 2004 (together, the |

|“Offer to Purchase”) and the related Letter of Transmittal. |

|In connection with this increase in the Tender Cap, Level 3 has extended the expiration of each Offer to 12:00 midnight, New York City time, on December 1, |

|2004, unless extended (the “Expiration Date”).  Holders of Notes of any series that were validly tendered prior to 5:00 p.m., New York City time on November|

|12, 2004 (the “Early Tender Date”) will receive the “Total Consideration” for that series shown in the table below, consisting of the applicable “Tender |

|Offer Consideration” for that series and the “Early Tender Payment” for that series, each as shown in the table below, if such Notes are accepted for |

|purchase.  Holders of Notes of any series who validly tender after the Early Tender Date and whose Notes are accepted for purchase will receive the |

|applicable Tender Offer Consideration for that series but will not receive the Early Tender Payment.  Accrued interest up to, but not including, the |

|applicable settlement date will be paid in cash on all validly tendered and accepted Notes.  |

|Title of Security |

|Acceptance |

|Priority |

|Level |

|Principal Amount |

|Outstanding |

|Maximum Offer Amount |

|Principal Amount Tendered as of Early Tender Date |

|Principal Amount Tendered as of November 15, 2004 |

|Tender Offer Consideration* |

|Early Tender Payment* |

|Total Consideration* |

| |

| |

| |

| |

| |

| |

| |

| |

| |

| |

| |

|9⅛% Senior Notes due 2008 |

|1 |

|$1,203,652,000 |

|$450,000,000 |

|$243,955,000 |

|$244,862,000 |

|$837.50 |

|$20.00 |

|$857.50 |

| |

|11% Senior Notes due 2008 |

|2 |

|$362,036,000 |

|$362,036,000 |

|$229,226,000 |

|$229,226,000 |

|$867.50 |

|$20.00 |

|$887.50 |

| |

|10½% Senior Discount Notes due 2008 ** |

|3 |

|$409,462,000 |

|$409,462,000 |

|$262,515,000 |

|$264,215,000 |

|$837.50 |

|$20.00 |

|$857.50 |

| |

|10¾% Senior Euro Notes due 2008 |

|4 |

|€320,826,000 |

|€320,826,000 |

|€284,461,000 |

|€284,461,000 |

|€830.00 |

|€20.00 |

|€850.00 |

| |

| |

| |

| |

| |

| |

| |

| |

| |

| |

| |

|* Per $1,000 or €1,000 principal amount of notes accepted for purchase, as applicable. |

|** Principal amount outstanding represents principal amount at maturity. |

|Notes tendered pursuant to the Offers prior to 5:00 p.m., New York City time, on the Early Tender Date may no longer be withdrawn.  Notes tendered pursuant |

|to the Offers after 5:00 p.m., New York City time, on the Early Tender Date may be withdrawn until 12:00 midnight on the Expiration Date. |

|Consistent with amending the Tender Cap, we have amended the financing condition of the Offers to provide that our obligation to accept for purchase Notes |

|pursuant to the Offers is subject to (1) the receipt by our subsidiary, Level 3 Financing, Inc., of borrowings of at least $730 million under a proposed new|

|senior secured term loan, into which it is seeking to enter, and (2) our receipt of gross proceeds of at least $320 million from our issuance of new |

|convertible senior notes in a private placement .  The Offers are subject to the satisfaction or waiver of certain other conditions.  In connection with |

|amending the Tender Cap, Level 3 Financing has increased the size of its proposed new senior secured term loan to $730 million. |

|As described in the Offer to Purchase, Level 3 will have no obligation to accept for purchase or to pay for Notes tendered pursuant to the Offers in an |

|aggregate principal amount in excess of the Tender Cap of $1.105 billion.  To the extent that one or more of the Offers are oversubscribed, validly tendered|

|Notes in each series will be accepted for payment in accordance with each series’ Maximum Offer Amount and Acceptance Priority Level.  For instance, Notes |

|in the Offer with the first Acceptance Priority Level will be accepted up to the Maximum Offer Amount for that series before Notes in the Offer with the |

|second Acceptance Priority Level (subject to the amount of Tender Cap remaining available).  If the aggregate principal amount or principal amount at |

|maturity of Notes tendered in any Offer exceeds either the Maximum Offer Amount applicable to such series or, if lesser, the amount of the Tender Cap |

|remaining available for application to the Acceptance Priority Level applicable to such Offer, then, if we accept Notes of such series for purchase, we will|

|accept such Notes on a pro rata basis.  |

|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 Offers may only be made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. |

|Copies of the Offer to Purchase and the related Letter of Transmittal may be obtained from the Information Agent for the Offers, Global Bondholder Services |

|Corporation, at (212) 430-3774 and (866) 873-6300 (collect). |

|Merrill Lynch & Co. is the Dealer Manager for the Offers.  Questions regarding the Offers may be directed to Merrill Lynch & Co. at (800) ML4-TNDR |

|(toll-free) and (212) 449-4914. |

|About Level 3 Communications |

|Level 3 (Nasdaq:LVLT) is an international communications and information services company. The company operates one of the largest Internet backbones in the|

|world, is one of the largest providers of wholesale dial-up service to ISPs in North America and is the primary provider of Internet connectivity for |

|millions of broadband subscribers, through its cable and DSL partners. The company offers a wide range of communications services over its 23,000-mile |

|broadband fiber optic network including Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, and patented |

|softswitch managed modem and voice services. Its Web address is . |

|The company offers information services through its subsidiaries, Software Spectrum and (i)Structure. For additional information, visit their respective Web|

|sites at and i-. |

|  |

|The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in the United States and/or other countries |

|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: changes in the overall economy relating to, |

|among other things, the September 11 attacks and subsequent events, substantial capital requirements; development of effective internal processes and |

|systems; the ability to attract and retain high quality employees; 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. |

|Level 3 CFO Issues Statement on Pending Debt Tender Offers |

|[pic] |

|BROOMFIELD, Colo., November 18, 2004 – The following statement can be attributed to Sunit Patel, chief financial officer |

|of Level 3 Communications, Inc. (Nasdaq:LVLT), regarding Level 3’s pending debt tender offers (the “Offers”): |

|“Yesterday, Level 3 announced that we had increased to $1.105 billion the maximum aggregate principal amount of our |

|outstanding debt securities due 2008 that we could be obligated to accept for payment in our pending cash offers. |

|“Assuming we accept this maximum aggregate principal amount for purchase upon expiration of the tender offers, which we |

|currently intend, we would reduce the aggregate principal amount of our outstanding indebtedness with 2008 maturities to |

|approximately $1.3 billion, or 46% based on current Euro exchange rates. |

|“Such a reduction would be consistent with our previously announced goal of addressing our outstanding indebtedness |

|maturing in 2008 in a disciplined manner. We also currently expect the transaction to slightly reduce total outstanding |

|debt and Level 3’s annual interest expenses. |

|“We are pleased that market conditions have allowed us to increase the maximum amount of our debt securities that we may |

|be obligated to purchase under the tender offers.” |

|The terms of the Offers are set forth in Level 3’s Offer to Purchase dated October 29, 2004 and a Supplement to the Offer |

|to Purchase dated November 17, 2004 (together, the “Offer to Purchase”) and the related Letter of Transmittal. The Offers |

|will expire at 12:00 midnight on December 1, 2004, unless extended.  The Offers are subject to the satisfaction or waiver |

|of 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 Offers may only be made pursuant to the terms of the Offer to |

|Purchase and the related Letter of Transmittal. |

|Copies of the Offer to Purchase and the related Letter of Transmittal may be obtained from the Information Agent for the |

|Offers, Global Bondholder Services Corporation, at 212-430-3774 and 866-873-6300 (collect). |

|Merrill Lynch & Co. is the Dealer Manager for the Offers. Questions regarding the Offers may be directed to Merrill Lynch |

|& Co. at 800-ML4-TNDR (toll-free) and 212-449-4914. |

|About Level 3 Communications |

|Level 3 (Nasdaq:LVLT) is an international communications and information services company. The company operates one of the|

|largest Internet backbones in the world, is one of the largest providers of wholesale dial-up service to ISPs in North |

|America and is the primary provider of Internet connectivity for millions of broadband subscribers, through its cable and |

|DSL partners. The company offers a wide range of communications services over its 23,000-mile broadband fiber optic |

|network including Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, |

|and patented softswitch managed modem and voice services. Its Web address is . |

|The company offers information services through its subsidiaries, Software Spectrum and (i)Structure. For additional |

|information, visit their respective Web sites at and |

|i-. |

|  |

|The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in the United States and/or other countries |

|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: changes in the overall economy relating to, among other things, the September 11 attacks and |

|subsequent events, substantial capital requirements; development of effective internal processes and systems; the ability |

|to attract and retain high quality employees; 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. |

|Level 3 Communications, Inc. CFO Issues Statement on Completion of Debt Tender Offers |

|[pic] |

|BROOMFIELD, Colo., December 2, 2004 – The following statement can be attributed to Sunit Patel, chief financial officer of|

|Level 3 Communications, Inc. (Nasdaq:LVLT), regarding Level 3’s previously announced debt tender offers: |

|“Today, Level 3 announced that we completed the purchase of $1.105 billion aggregate principal amount of our outstanding |

|debt securities due 2008.  As a result of these purchases, we have reduced the aggregate principal amount of our |

|outstanding indebtedness maturing in 2008 to approximately $1.3 billion, a reduction of approximately 46%, based on |

|current Euro exchange rates.  In addition, we estimate that we have reduced our annual cash interest expense by |

|approximately $28 million, reduced our total outstanding debt by approximately $30 million and that approximately $20 |

|million in cash proceeds remain from the capital raising transactions that we completed today after payments under the |

|debt tender offers and the related transaction expenses.  |

|“These reductions are consistent with our previously announced goal of addressing our outstanding indebtedness maturing in|

|2008 in a disciplined manner, and we are pleased that these transactions demonstrate our ability to raise the necessary |

|capital to complete the debt tender offers.” |

|The terms of the debt tender offers are set forth in Level 3’s Offer to Purchase dated October 29, 2004 and a Supplement |

|to the Offer to Purchase dated November 17, 2004.  The debt tender offers expired at 12:00 midnight, New York City time on|

|December 1, 2004. |

|Today’s purchase of the debt securities was funded with proceeds from the issuance, in a private transaction, of $345 |

|million aggregate principal amount of Level 3’s 5.25% Convertible Senior Notes due 2011 that Level 3 completed today and |

|borrowings under a new $730 million senior secured term loan that Level 3’s subsidiary, Level 3 Financing, Inc., completed|

|today.  The new term loan matures in 2011 and has a current interest rate of LIBOR plus an applicable margin of 700 basis |

|points. |

|Additional information regarding the new term loan will be contained in a Current Report on Form 8-K, which Level 3 will |

|file with the Securities and Exchange Commission. |

|About Level 3 Communications |

|Level 3 (Nasdaq:LVLT) is an international communications and information services company. The company operates one of the|

|largest Internet backbones in the world, is one of the largest providers of wholesale dial-up service to ISPs in North |

|America and is the primary provider of Internet connectivity for millions of broadband subscribers, through its cable and |

|DSL partners. The company offers a wide range of communications services over its 23,000-mile broadband fiber optic |

|network including Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, |

|and patented softswitch managed modem and voice services. Its Web address is . |

|The company offers information services through its subsidiaries, Software Spectrum and (i)Structure. For additional |

|information, visit their respective Web sites at and i-. |

|The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in the United States and/or other countries.|

|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: changes in the overall economy relating to, among other things, the September 11 attacks and |

|subsequent events, substantial capital requirements; development of effective internal processes and systems; the ability |

|to attract and retain high quality employees; 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. |

|Level 3 Completes Offering of $345 Million of 5.25% Convertible Senior Notes |

|[pic] |

|BROOMFIELD, Colo., December 2, 2004 – Level 3 Communications, Inc. (Nasdaq:LVLT) announced today that it has completed the|

|offering of $345 million aggregate principal amount of its 5.25% Convertible Senior Notes due 2011 (the “Notes”) in a |

|private offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933. The final |

|offering amount included the exercise by the initial purchasers in full of their option to purchase up to an additional |

|$25 million aggregate principal amount of the Notes. The Notes are convertible into shares of Level 3’s common stock at an|

|initial conversion price of $3.984 per share.  |

|Level 3 used a portion of the net proceeds from the offering of the Notes, together with borrowings under a new $730 |

|million senior secured term loan that its subsidiary, Level 3 Financing, Inc., completed today, to fund the purchase of |

|certain debt securities due 2008 pursuant to Level 3’s previously announced debt tender offers. The settlement of the debt|

|tender offers will be completed today. |

|In addition, Level 3 used a portion of the net proceeds from the offering of the Notes to enter into bond hedge and |

|warrant transactions with respect to its common stock. The transactions are designed to enable the company to limit |

|dilution from the conversion of the Notes. The transactions effectively increase the conversion premium to approximately |

|80.7%. The cost of the bond hedge and warrant transactions is approximately 17.8% of the gross proceeds from the offering |

|of the Notes. |

|The Notes were not registered under the Securities Act of 1933, as amended or any state securities laws and, unless so |

|registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of |

|the Securities Act of 1933 and applicable state securities laws. |

|About Level 3 Communications |

|Level 3 (Nasdaq:LVLT) is an international communications and information services company. The company operates one of the|

|largest Internet backbones in the world, is one of the largest providers of wholesale dial-up service to ISPs in North |

|America and is the primary provider of Internet connectivity for millions of broadband subscribers, through its cable and |

|DSL partners. The company offers a wide range of communications services over its 23,000-mile broadband fiber optic |

|network including Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, |

|and patented softswitch managed modem and voice services. Its Web address is . |

|The company offers information services through its subsidiaries, Software Spectrum and (i)Structure.  For additional |

|information, visit their respective Web sites at and i-. |

|  |

|The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in the United States and/or other countries.|

|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: changes in the overall economy relating to, among other things, the September 11 attacks and |

|subsequent events, substantial capital requirements; development of effective internal processes and systems; the ability |

|to attract and retain high quality employees; 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. |

|Level 3 Accepts for Purchase $1.105 Billion Aggregate Amount of Notes in Debt Tender Offers |

|[pic] |

|BROOMFIELD, Colo., December 2, 2004 – Level 3 Communications, Inc. (Nasdaq:LVLT) announced today that it has accepted for |

|purchase $1.105 billion aggregate principal amount of its outstanding debt securities due 2008 specified in the table |

|below (the “Notes”) under its cash tender offers (the “Offers”), which commenced on October 29, 2004. The terms and |

|conditions of the Offers are set forth in Level 3’s Offer to Purchase dated October 29, 2004 and a Supplement to the Offer|

|to Purchase dated November 17, 2004 (together, the “Offer to Purchase”) and the related Letter of Transmittal.  |

|A total of approximately $1.127 billion aggregate principal amount of Notes were tendered prior to the expiration of the |

|Offers at 12:00 midnight, New York City time, on December 1, 2004 (the “Expiration Date”). Level 3 accepted for purchase |

|$1.105 billion aggregate principal amount of Notes. The settlement will be completed today, and accrued interest up to, |

|but not including, today will be paid in cash on all validly tendered and accepted Notes.  |

|The table below shows, by series, the Notes included in the Offers, the principal amount tendered prior to the Expiration |

|Date, the principal amount repurchased pursuant to the Offers and the principal amount remaining outstanding. |

|Title of Security |

|Principal Amount Tendered |

|Principal Amount Repurchased |

|Principal Amount Remaining Outstanding |

| |

|9 1/8% Senior Notes due 2008 |

|$249,457,000 |

|$249,457,000 |

|$954,195,000 |

| |

|11% Senior Notes due 2008 |

|$229,541,000 |

|$229,541,000 |

|$132,495,000 |

| |

|10½% Senior Discount Notes due 2008 |

|$265,880,000 |

|$265,880,000 |

|$143,582,000 |

| |

|10¾% Senior Euro Notes due 2008 |

|€287,250,000 |

|€271,053,000 |

|€49,773,000 |

| |

|The Offers were oversubscribed. In accordance with the procedures set forth in the Offer to Purchase, Level 3 accepted for|

|purchase (i) all validly tendered 9 1/8% Senior Notes due 2008, 11% Senior Notes due 2008 and 10½% Senior Discount Notes |

|due 2008 and (ii) €944 principal amount of 10¾% Senior Euro Notes due 2008 (the “Euro Notes”) for each €1,000 principal |

|amount of Euro Notes validly tendered, on a pro rata basis (i.e. approximately 94.4% of the tendered Euro Notes).  |

|Merrill Lynch & Co. was the Dealer Manager for the Offers.  |

|About Level 3 Communications |

|Level 3 (Nasdaq:LVLT) is an international communications and information services company. The company operates one of the|

|largest Internet backbones in the world, is one of the largest providers of wholesale dial-up service to ISPs in North |

|America and is the primary provider of Internet connectivity for millions of broadband subscribers, through its cable and |

|DSL partners. The company offers a wide range of communications services over its 23,000-mile broadband fiber optic |

|network including Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, |

|and patented softswitch managed modem and voice services. Its Web address is . |

|The company offers information services through its subsidiaries, Software Spectrum and (i)Structure.  For additional |

|information, visit their respective Web sites at and i-. |

|  |

|The Level 3 logo is a registered service mark of Level 3 Communications, Inc. in the United States and/or other countries.|

|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: changes in the overall economy relating to, among other things, the September 11 attacks and |

|subsequent events, substantial capital requirements; development of effective internal processes and systems; the ability |

|to attract and retain high quality employees; 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. |

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