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Published on 10/26/2009 in the Prospect News Special Situations Daily.

Level 3 Communications allows Southeastern Asset larger stake

By Lisa Kerner

Charlotte, N.C., Oct. 26 - Level 3 Communications, Inc. and Southeastern Asset Management, Inc. amended and restated their Nov. 19, 2007 standstill agreement, increasing the total number of shares of common stock that Southeastern may beneficially own and extending the term of the standstill agreement to February 2013 from February 2011.

Southeastern agreed to not make any public proposal to acquire any material assets of Level 3 until Feb. 18, 2013, according to a form 8-K filed with the Securities and Exchange Commission.

According to the filing, under the November 2007 standstill agreement, Southeastern could beneficially own up to 459,500,000 shares of common stock.

On Nov. 17, 2008, Level 3 granted Southeastern a waiver under the agreement, allowing Southeastern to purchase from the company $100,062,000 principal amount of Level 3's 15% convertible senior notes due 2013.

If Southeastern were to beneficially own all of the 557.3 million shares of common stock that it is permitted to own under the provisions of the standstill agreement, it would own approximately 34% of the company's outstanding common stock as of Sept. 24, the filing said.

Level 3 Communications provides fiber-based communications services and is based in Broomfield, Colo.


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