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Published on 1/20/2010 in the Prospect News High Yield Daily.

Level 3 obtains necessary consents for 12¼% senior notes due 2013

By Jennifer Chiou

New York, Jan. 20 - Level 3 Communications, Inc. said it received the needed consents to amend the indenture of its $550 million of 12¼% senior notes due 2013.

Level 3 Financing, Inc. began a tender offer for the notes on Jan. 5.

In connection with the offer, Level 3 is soliciting consents to eliminate substantially all of the covenants, some repurchase rights and some events of default.

The company said it entered into a supplemental indenture.

Holders validly tendered $546,882,000 of the notes prior to 5 p.m. ET on Jan. 19, the consent deadline, and they will receive $1,080 per $1,000 of notes, which includes $1,050 as the tender offer consideration and $30 as a consent payment. These notes were purchased on Jan. 20.

The tender offer is scheduled to expire at midnight ET on Feb. 2. Holders of notes that are tendered after the consent time and prior to the expiration date will receive the tender offer consideration but will not receive the consent payment.

Accrued interest up to but excluding the applicable settlement date will be paid in cash.

Level 3 Financing intends to fund the offer with proceeds from a planned private debt offering and cash on hand.

As already reported, any notes that remain outstanding following the tender offer are expected to be redeemed on March 15 at a redemption price of $1,061.25.

The tender offer is conditional on the holders of at least a majority of the notes consenting to the amendments and on the company raising at least $640 million in its planned offering of senior notes.

Global Bondholder Services Corp. is the information agent (212 430-3774 and 866 389-1500). Bank of America Merrill Lynch at (888 292-0070 and 646 855-3401) and Citi (800 558-3745 and 212 723-6106) are the dealer managers for the tender offer.

Level 3 is a Broomfield, Colo.-based provider of internet protocol services, broadband transport and infrastructure services, collocation services and voice-over-internet-protocol services.


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