BROOMFIELD, Colo., Nov. 22, 2016 /PRNewswire/ -- Level 3
Communications, Inc. ("Level 3") (NYSE: LVLT) announced today,
together with Level 3 Financing, Inc. ("Level 3 Financing", and
together with Level 3, the "Company") that, as part of its
previously announced consent solicitation relating to proposed
amendments to the indentures (the "Indentures") governing Level 3's
5.750% Senior Notes due 2022 (CUSIP No. 52729N BX7) and Level 3
Financing's 6.125% Senior Notes due 2021 (CUSIP No. 527298 AY9),
5.375% Senior Notes due 2022 (CUSIP Nos. 527298 BD4 and 52730G
AA0), 5.625% Senior Notes due 2023 (CUSIP No. 527298 BC6), 5.125%
Senior Notes due 2023 (CUSIP Nos. 527298 BF9, 527298 BE2 and U52783
AP9), 5.375% Senior Notes due 2024 (CUSIP Nos. 527298 BK8 and
527298 BJ1), 5.375% Senior Notes due 2025 (CUSIP No. 527298 BH5)
and 5.25% Senior Notes due 2026 (CUSIP Nos. 527298 BL6 and U52783
AS3) (collectively, the "Notes," and each series of the Notes, a
"Series"), as of 5:00 p.m.,
New York City time, on
November 21, 2016 (the "Expiration
Time"), the Company had received valid consents from the holders
(the "Holders") of a majority in aggregate principal amount of the
outstanding Notes of each Series (the "Requisite Consents").
As previously reported, the proposed amendments were being
sought in connection with the proposed acquisition (the
"CenturyLink Acquisition") of Level 3 by CenturyLink, Inc., a
Louisiana corporation
("CenturyLink"), pursuant to the Agreement and Plan of Merger dated
October 31, 2016, among Level 3,
CenturyLink, Wildcat Merger Sub 1 LLC and WWG Merger Sub LLC. As
the proposed amendments were adopted, the CenturyLink Acquisition
will not constitute a Change of Control under each Indenture, a
Change of Control Triggering Event will not occur as a result of
the CenturyLink Acquisition (regardless of any ratings decline)
and, accordingly, the Company will not be required to make a Change
of Control Offer as a result of the CenturyLink Acquisition,
subject to delivery of an officer's certificate to the trustee
providing the certification required by the supplemental indentures
containing the amendments (the "Amendments"). In connection with
the consent solicitation and the Amendments, on November 22, 2016 a supplemental indenture has
been entered into with respect to each of the Indentures governing
the Notes, containing the Amendments.
Upon the terms and subject to the conditions set forth in the
consent solicitation statement dated November 10, 2016 (as supplemented), CenturyLink
will make a cash payment of $2.50 per
$1,000 principal amount of Notes of
each Series held by each Holder who validly delivered (and did not
validly revoke) a duly executed consent prior to the Expiration
Time. The cash payment will be made by CenturyLink promptly after
the Expiration Time.
Copies of the Consent Solicitation Statement and related
documents may be obtained from the information agent, Global
Bondholder Services Corporation, by calling (866) 794-2200 or (212)
430-3774 for banks and brokers or by email at contact@gbsc-usa.com
or visiting http://www.gbsc-usa.com/Level3/.
This announcement is for information purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
Series of Notes or any other securities. This
announcement is also not a solicitation of consents with respect to
the Amendments or any securities. The solicitation of
consents is not being made in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such
solicitation under applicable state or foreign securities or "blue
sky" laws.
Forward Looking Statements
Except for the historical and factual information contained
herein, the matters set forth in this release, including statements
regarding the expected timing and benefits of the proposed
transaction, such as efficiencies, cost savings, enhanced revenues,
growth potential, market profile and financial strength, and the
competitive ability and position of the combined company, and other
statements identified by words such as "will," "estimates,"
"expects," "projects," "plans," "intends" and similar expressions,
are forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are subject to a number
of risks, uncertainties and assumptions, many of which are beyond
our control. Actual events and results may differ materially from
those anticipated, estimated or projected if one or more of these
risks or uncertainties materialize, or if underlying assumptions
prove incorrect. Factors that could affect actual results include
but are not limited to: the ability of the parties to timely and
successfully receive the required approvals of regulatory agencies
and their respective shareholders; the possibility that the
anticipated benefits from the proposed transaction cannot be fully
realized or may take longer to realize than expected; the
possibility that costs or difficulties related to the integration
of Level 3's operations with those of CenturyLink will be greater
than expected; the ability of the combined company to retain and
hire key personnel; the effects of competition from a wide variety
of competitive providers, including lower demand for CenturyLink's
legacy offerings; the effects of new, emerging or competing
technologies, including those that could make the combined
company's products less desirable or obsolete; the effects of
ongoing changes in the regulation of the communications industry,
including the outcome of regulatory or judicial proceedings
relating to intercarrier compensation, interconnection obligations,
access charges, universal service, broadband deployment, data
protection and net neutrality; adverse changes in CenturyLink's or
the combined company's access to credit markets on favorable terms,
whether caused by changes in its financial position, lower debt
credit ratings, unstable markets or otherwise; the combined
company's ability to effectively adjust to changes in the
communications industry, and changes in the composition of its
markets and product mix; possible changes in the demand for, or
pricing of, the combined company's products and services, including
the combined company's ability to effectively respond to increased
demand for high-speed broadband service; the combined company's
ability to successfully maintain the quality and profitability of
its existing product and service offerings and to introduce new
offerings on a timely and cost-effective basis; the adverse impact
on the combined company's business and network from possible
equipment failures, service outages, security breaches or similar
events impacting its network; the combined company's ability to
maintain favorable relations with key business partners, suppliers,
vendors, landlords and financial institutions; the ability of the
combined company to utilize net operating losses in amounts
projected; changes in the future cash requirements of the combined
company; and other risk factors and cautionary statements as
detailed from time to time in each of CenturyLink's and Level 3's
reports filed with the U.S. Securities and Exchange Commission (the
"SEC"). There can be no assurance that the proposed acquisition or
any other transaction described above will in fact be consummated
in the manner described or at all. You should be aware that new
factors may emerge from time to time and it is not possible for us
to identify all such factors nor can we predict the impact of each
such factor on the proposed transaction or the combined company.
You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this document.
Unless legally required, CenturyLink and Level 3 undertake no
obligation and each expressly disclaim any such obligation, to
update publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
Additional Information
CenturyLink and Level 3 plan to file a joint proxy
statement/prospectus with the SEC. INVESTORS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain
the joint proxy statement/prospectus and the filings that will be
incorporated by reference in the joint proxy statement/prospectus,
as well as other filings containing information about CenturyLink
and Level 3, free of charge, at the website maintained by the SEC
at www.sec.gov. Copies of the joint proxy statement/prospectus and
the filings with the SEC that will be incorporated by reference in
the joint proxy statement/prospectus can also be obtained, free of
charge, by directing a request to CenturyLink, 100 CenturyLink
Drive, Monroe, Louisiana 71203,
Attention: Corporate Secretary, or to Level 3, 1025 Eldorado
Boulevard, Broomfield, Colorado
80021, Attention: Investor Relations.
Participants in the Solicitation
The respective directors and executive officers of CenturyLink
and Level 3 and other persons may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction.
Information regarding CenturyLink's directors and executive
officers is available in its proxy statement filed with the SEC by
CenturyLink on April 5, 2016, and
information regarding Level 3's directors and executive officers is
available in its proxy statement filed with the SEC by Level 3 on
April 7, 2016. These documents can be
obtained free of charge from the sources indicated above. Other
information regarding the interests of the participants in the
proxy solicitation will be included in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available. This communication is not
intended to and does not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
About Level 3 Communications
Level 3 Communications, Inc. (NYSE: LVLT) is a Fortune 500
company that provides local, national and global communications
services to enterprise, government and carrier customers. Level 3's
comprehensive portfolio of secure, managed solutions includes fiber
and infrastructure solutions; IP-based voice and data
communications; wide-area Ethernet services; video and content
distribution; data center and cloud-based solutions. Level 3 serves
customers in more than 500 markets in over 60 countries across a
global services platform anchored by owned fiber networks on three
continents and connected by extensive undersea facilities. For more
information, please visit www.level3.com or get to know us on
Twitter, Facebook and LinkedIn.
© Level 3 Communications, LLC. All Rights Reserved. Level 3,
Level 3 Communications, Level (3) and the Level 3 Logo are either
registered service marks or service marks of Level 3
Communications, LLC and/or one of its Affiliates in the United States and elsewhere. Any other
service names, product names, company names or logos included
herein are the trademarks or service marks of their respective
owners. Level 3 services are provided by subsidiaries of Level 3
Communications, Inc.
Contact
Information
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Media:
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Investors:
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D. Nikki
Wheeler
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Mark
Stoutenberg
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+1
720-888-0560
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+1
720-888-2518
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Nikki.wheeler@Level3.com
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mark.stoutenberg@level3.com
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SOURCE Level 3 Communications, Inc.