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May 25, 2011 /PRNewswire/ -- Level 3 Communications, Inc. (Nasdaq: LVLT) today announced that Level 3 Escrow, Inc., its newly formed, wholly owned subsidiary, plans to offer
$500 million aggregate principal amount of senior notes that will mature in 2019 and will bear interest at a fixed rate in a proposed private offering to "qualified institutional buyers," as defined in Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside
the United States under Regulation S under the Securities Act of 1933.
The gross proceeds from the offering of the notes will be deposited into a segregated escrow account until the date on which certain escrow conditions, including, but not limited to, the substantially concurrent consummation of the acquisition by Level 3 of Global Crossing Limited and the assumption of the notes by Level 3 Financing, Inc., a wholly owned subsidiary of Level 3 and the parent company of Level 3 Escrow, are satisfied. If the escrow conditions are not satisfied on or before
April 10, 2012 (or any earlier date on which Level 3 determines that any of such escrow conditions cannot be satisfied), Level 3 Escrow will be required to redeem the notes.
Following the release of the escrowed funds in connection with the assumption of the notes by Level 3 Financing, the net proceeds from the offering of the notes will be used to refinance certain existing indebtedness of Global Crossing, including fees and premiums, in connection with the closing of Level 3's proposed acquisition of Global Crossing. The gross proceeds from the offering will reduce the outstanding bridge commitment Level 3 has in place with certain financial institutions in connection with refinancing certain Global Crossing indebtedness.
The notes will not be registered under the Securities Act of 1933 or any state securities laws and, unless so registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws.