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Published on 2/28/2005 in the Prospect News Convertibles Daily and Prospect News PIPE Daily.

Level 3 says Legg Mason will participate in $880 million note offering

By Sheri Kasprzak

Atlanta, Feb. 28 - Level 3 Communications Inc. said The Legg Mason Opportunity Trust will participate in Level 3's previously announced $880 million convertible senior notes offering.

The direct placement was first announced Feb. 22. At that time, Legg Mason said it had the option to terminate its commitment - $100 million - if a portion of the Investment Company Act of 1940 prevented its participation.

The offering includes $880 million in 10% convertible senior notes due May 1, 2011. The notes are convertible into common shares at $3.60 each.

The offering still may need approval from Level 3's stockholders, but that determination will be made within the week.

The company plans to use the proceeds from the deal for general corporate purposes, possible acquisitions, working capital, capital expenditures, debt refinancing and debt repurchases.

Based in Broomfield, Colo., Level 3 is a communications and information services company providing wholesale dial-up service to internet service providers.


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