BROOMFIELD, Colo., July 29, 2014 /PRNewswire/ -- Level 3
Communications, Inc. (NYSE: LVLT) today announced Level 3 Escrow
II, Inc., its wholly owned subsidiary, plans to offer $600 million aggregate principal amount of senior
notes that will mature in 2022 and will bear interest at a fixed
rate in a proposed private offering to "qualified institutional
buyers," as defined in Rule 144A under the Securities Act of 1933,
as amended, and non-U.S. persons outside the United States under Regulation S under the
Securities Act of 1933.
The gross proceeds from the offering of the notes will be
deposited into a segregated escrow account until the date on which
certain escrow conditions, including, but not limited to, the
substantially concurrent consummation of the acquisition by Level 3
of tw telecom inc. and the assumption of the notes by Level 3
Financing, Inc., a wholly owned subsidiary of Level 3 and the
parent company of Level 3 Escrow, are satisfied. If the escrow
conditions are not satisfied on or before June 15, 2015 (or any earlier date on which Level
3 determines that any of such escrow conditions cannot be
satisfied), Level 3 Escrow will be required to redeem the
notes.
Following the release of the escrowed funds in connection with
the assumption of the notes by Level 3 Financing, the net proceeds
from the offering of the notes will be used to finance the cash
portion of the merger consideration payable to tw telecom
stockholders and to refinance certain existing indebtedness of tw
telecom, including fees and premiums, in connection with the
closing of Level 3's proposed acquisition of tw telecom inc. The
gross proceeds from the offering will reduce the outstanding bridge
commitment Level 3 has in place with certain financial institutions
in connection with refinancing certain tw telecom inc.
indebtedness.
The notes will not be registered under the Securities Act of
1933 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 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.
© 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/or other countries. 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 Statement
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: successfully integrate the tw
telecom acquisition or otherwise realize the anticipated
benefits thereof; manage risks associated with continued
uncertainty in the global economy; maintain and increase traffic on
its network; 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; defend intellectual property and proprietary
rights; manage the future expansion or adaptation of its network to
remain competitive; 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; attract and retain qualified
management and other personnel; 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 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.
Contact
Information
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Media:
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Investors:
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Ashley
Pritchard
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Mark
Stoutenberg
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+1
720-888-5959
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+1
720-888-2518
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ashley.pritchard@level3.com
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mark.stoutenberg@level3.com
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SOURCE Level 3 Communications, Inc.