BROOMFIELD, Colo., Feb. 9, 2017 /PRNewswire/ -- Level 3
Communications, Inc. (NYSE: LVLT) today announced that its wholly
owned subsidiary, Level 3 Financing, Inc., has launched the
marketing of the proposed refinancing of its $815 Million Tranche B-III 2019 Term Loan and
$1,795.5 Million Tranche B 2020 Term
Loan.
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.
Forward-Looking Statements
Some statements made in this press release are
forward-looking in nature and 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 Level
3's control, which could cause actual events to differ materially
from those expressed or implied by the statements. Important
factors that could prevent Level 3 from achieving its stated goals
include, but are not limited to, the company's ability to: increase
revenue from its services to realize its targets for financial and
operating performance; develop and maintain effective business
support systems; manage system and network failures or disruptions;
avert the breach of its network and computer system security
measures; develop new services that meet customer demands and
generate acceptable margins; manage the future expansion or
adaptation of its network to remain competitive; defend
intellectual property and proprietary rights; manage risks
associated with continued uncertainty in the global economy; manage
continued or accelerated decreases in market pricing for
communications services; obtain capacity for its network from other
providers and interconnect its network with other networks on
favorable terms; successfully integrate future acquisitions;
effectively manage political, legal, regulatory, foreign currency
and other risks it is exposed to due to its substantial
international operations; mitigate its exposure to contingent
liabilities; and meet all of the terms and conditions of its 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 presentation
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.
Except for the historical and factual information contained
herein, the matters set forth in this communication, 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," "anticipates," "believes," "expects," "projects,"
"plans," "intends," "may," "should," "could," "seeks" 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. These forward-looking
statements, and the assumptions upon which they are based,
(i) are not guarantees of future results, (ii) are
inherently speculative and (iii) are subject to a number of
risks and uncertainties. Actual events and results may differ
materially from those anticipated, estimated, projected or implied
in those statements 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 for the combination from regulatory
agencies free of conditions materially adverse to the parties and
from 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, difficulties or disruptions 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; changes in the operating
plans, capital allocation plans or corporate strategies of the
combined company, whether based on changes in market conditions,
changes in the cash flows or financial position of the combined
company, or otherwise; 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"). Due to these risks
and uncertainties, there can be no assurance that the proposed
combination or any other transaction described above will in fact
be completed 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 combination or the
combined company. You should not place undue reliance on
these forward looking statements, which speak only as of the date
of this communication. 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, changed
events or otherwise.
Additional Information
In connection with the proposed combination, on January 27,
2017, CenturyLink and Level 3 filed an amended registration
statement on Form S-4 with the SEC (Registration Statement
No. 333-215121) that includes a preliminary prospectus and
also constitutes a joint preliminary proxy statement. The amended
registration statement on Form S-4, which is not final and may
be further amended, has not been declared effective by the SEC and
the definitive joint proxy statement/prospectus is not currently
available. CenturyLink and Level 3 will deliver the definitive
joint proxy statement/prospectus to their respective shareholders
when it is available. INVESTORS ARE URGED TO READ THE
PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE BECAUSE
IT CONTAINS OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain
the preliminary joint proxy statement/prospectus (and the
definitive joint proxy statement/prospectus, when it becomes
available) and the filings that are incorporated by reference in
the preliminary 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. You may also obtain these documents 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.
Contact Information
Media:
|
Investors:
|
D. Nikki
Wheeler
|
Mark
Stoutenberg
|
+1
720-888-0560
|
+1
720-888-2518
|
Nikki.Wheeler@Level3.com
|
Mark.Stoutenberg@Level3.com
|
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SOURCE Level 3 Communications, Inc.