Level 3 tenders for $450 million of notes

New York, Oct. 29 - Level 3 Communications Inc. said it has begun tender offers for up to $450 million principal amount of its debt securities due 2008.

The Broomfield, Colo., communications company set a priority order for the various issues it will buy.

The issues and purchase prices are:

* Priority 1: up to $450 million of the $1.204 billion 9 1/8% senior notes due 2008 at a price of $837.50 plus an early tender payment of $20.00 for a total of $857.50;

* Priority 2: up to all of the $362.036 million of the 11% senior notes due 2008 at a price of $867.50 plus an early tender payment of $20.00 for a total of $887.50;

* Priority 3: up to all of the $409.462 million principal amount at maturity of the 10½% senior discount notes due 2008 at a price of $837.50 plus an early tender payment of $20.00 for a total of $857.50;

* Priority 4: up to all of the €320.826 million of the 10¾% senior euro notes due 2008 at a price of €830.00 plus an early tender payment of €20.00 for a total of €850.00.

The early tender payment will be made to holders who tender by 5 p.m. ET on Nov. 12. The tender expires at midnight ET on Nov. 29.

Level 3 will also pay accrued interest up to but excluding the settlement date.

Funding for the tender will come from a planned new senior secured credit facility due 2011.

The tender is subject to borrowings of at least $400 million under the new facility.

There is no minimum for the offer.

Merrill Lynch & Co. is the dealer manager (800 ML4-TNDR or 212 449-4914).

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