LVLT » Topics » Tender Offer and Consent Solicitation

These excerpts taken from the LVLT 8-K filed Dec 28, 2006.

Tender Offer and Consent Solicitation

BROOMFIELD, Colo., December 28, 2006 — Level 3 Communications, Inc. (NASDAQ: LVLT) announced today that, as part of its previously announced tender offer and consent solicitation for Level 3 Financing, Inc.’s 10.75% Senior Notes due 2011 (the “10.75% Notes”), as of 5:00 p.m., New York City time, on December 27, 2006 (the “Consent Time”), Level 3 had accepted tenders and consents for approximately $496,716,000 in total principal amount of 10.75% Notes, representing approximately 99.34% of the aggregate principal amount outstanding of all 10.75% Notes.

In connection with the tender offer and related consent solicitation, on December 27, 2006, Level 3 Financing, Inc. entered into a Supplemental Indenture supplementing the Indenture, dated as of October 1, 2003, among Level 3, as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York, as Trustee, relating to the 10.75% Notes (the “10.75% Note Indenture”). The Supplemental Indenture was entered into among Level 3, Level 3 Financing, Inc., Level 3 Communications, LLC and The Bank of New York, as Trustee. Pursuant to the Supplemental Indenture, the 10.75% Note Indenture is amended to eliminate substantially all of the covenants, certain repurchase rights and certain events of default and related provisions contained in the 10.75% Note Indenture.

The tender offer for the 10.75% Notes is scheduled to expire at 5:00 p.m., New York City time, on January 11, 2007 (the “Expiration Date”). 10.75% Notes tendered after the Consent Time but prior to the Expiration Date will not receive a consent payment. 10.75% Notes tendered on or prior to the Consent Time may no longer be withdrawn. The settlement date for 10.75% Notes tendered on or prior to the Consent Time is expected to be December 28, 2006.


This press release 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 the 10.75% Notes. The tender offer 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 tender offer are set forth in an Offer to Purchase that has been sent to holders of the 10.75% 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 tender offer, Global Bondholder Services Corporation, at (212) 430-3774 and (866) 389-1500 (toll-free). Merrill Lynch & Co. is the Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to Merrill Lynch & Co. at (888) 654-8637 (toll-free) and (212) 449-4914.

Tender Offer and Consent Solicitation

On December 28, 2006, Level 3 announced that, as part of its previously announced tender offer and consent solicitation for Level 3 Financing, Inc.’s 10.75% Notes (the “10.75% Notes”), as of 5:00 p.m., New York City time, on December 27, 2006 (the “Consent Time”), Level 3 had accepted tenders and consents for approximately $497 million in total principal amount of 10.75% Notes, representing approximately 99.3% of the aggregate principal amount outstanding of all 10.75% Notes. Holders of 10.75% Notes validly tendered prior to the Consent Time and accepted for purchase by Level 3 will receive the total consideration of $1,092.21 per $1,000 principal amount of the 10.75% Notes, which includes $1,062.21 as the purchase price and $30 as a consent payment. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on January 11, 2007, unless extended or earlier terminated.

A press release relating to that announcement is attached hereto as Exhibit 99.2.

In connection with the tender offer and related consent solicitation, on December 27, 2006, Level 3 Financing, Inc. entered into a Supplemental Indenture supplementing the Indenture, dated as of October 1, 2003, among Level 3, as Guarantor, Level 3 Financing, Inc., as Issuer, and The Bank of New York, as Trustee, relating to the 10.75% Notes (the “10.75% Note Indenture”). The Supplemental Indenture was entered into among Level 3, Level 3 Financing, Inc., Level 3 Communications, LLC and The Bank of


New York, as Trustee. Pursuant to the Supplemental Indenture, the 10.75% Note Indenture is amended to eliminate substantially all of the covenants, certain repurchase rights and certain events of default and related provisions contained in the 10.75% Note Indenture.

The Supplemental Indenture is filed as Exhibit 4.2 to this Current Report and is incorporated herein by reference as if set forth in full.

This report 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 the 10.75% Notes. The Tender Offer may only be made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal.

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Dec 28, 2006
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