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Published on 12/8/2008 in the Prospect News Convertibles Daily.

Level 3 waives financing condition for tender offers for 2.875%, 6% convertibles

By Angela McDaniels

Tacoma, Wash., Dec. 8 - Level 3 Communications, Inc. said it waived the financing condition for its previously announced tender offers that required it to sell at least $373 million of new 15% convertible senior notes due 2013.

The company began three separate tender offers on Nov. 17 for its $354.54 million outstanding 2.875% convertible senior notes due 2010, $481.67 million outstanding 6% convertible subordinated notes due 2010 and $305.14 million outstanding 6% convertible subordinated notes due 2009.

Investors who agreed to purchase $360.12 million of Level 3's 15% convertibles in a negotiated offering deposited the purchase price into escrow on Monday, according to a company news release.

Proceeds from the offering and cash on hand will be used to fund the tender offer. The release of the escrowed funds is conditioned on, among other things, the tender and acceptance of at least 50% of both the 2.875% convertibles and 6% convertibles due 2010.

For each $1,000 principal amount, the company is offering $620 for the 2.875% convertibles, $700 for the 6% convertibles due 2010 and $920 for the 6% convertibles due 2009. Holders will also receive accrued interest up to but excluding the payment date.

The offers will expire at midnight ET on Dec. 15.

The offers each have a 50% minimum tender condition, which equals $177.27 million for the 2.875% convertibles, $240.83 million for the 6% convertibles due 2010 and $152.57 million for the 6% convertibles due 2009.

The company said that as of the close of business on Monday, the minimum tender condition has not been satisfied for any of the tender offers.

The offer for the 2.875% convertibles is conditioned on the acceptance by the company of its 6% convertibles due 2010 and vice versa. The offer for the 6% convertibles due 2009 is conditioned on the acceptance by the company of both its 2.875% convertibles and 6% convertibles due 2010.

Citi (800 558-3745 or 212 723-6106) and Merrill Lynch & Co. (888 654-8637 or 212 449-4914) are the dealer managers, and Global Bondholder Services Corp. (212 430-3774 or 866 873-6300) is the information agent.

Level 3 a Broomfield, Colo.-based provider of fiber-based communications services


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