Level 3 Pays Total Consideration of 25,975,088 Shares of Level 3 Common Stock and Approximately $45 Million in Cash

BROOMFIELD, Colo., May 31 /PRNewswire-FirstCall/ -- Level 3 Communications, Inc. today announced that it has completed its acquisition of all of the stock of ICG Communications, Inc., a privately held Colorado-based telecommunications company.

Pursuant to the purchase agreement dated April 14, 2006, Level 3 paid total consideration of 25,975,088 million unregistered shares of Level 3 common stock and approximately $45 million in cash.

Pursuant to the purchase agreement signed by Level 3 and ICG on April 14, 2006, Level 3's cash consideration at closing was increased from the previously announced amount of $36 million to reflect an improvement in ICG's working capital, and is subject to adjustment based on the subsequent calculation of actual closing date working capital.

"We are pleased to have completed the transaction, which gives Level 3 the opportunity to further expand our footprint into areas where we see demand for our services," said Kevin O'Hara, president and chief operating officer of Level 3. "ICG's business model fits nicely with the expansion of our metropolitan services offerings."

ICG primarily provides transport, IP and voice services to wireline and wireless carriers, Internet service providers and enterprise customers. ICG's network has over 2,000 metro and regional fiber miles in Colorado and Ohio and includes approximately 500 points of presence. ICG serves more than 1,600 customers.

Pursuant to the agreement, Level 3 did not acquire ICG's investments in New Global Telecom or Mpower Holding Corporation. As a result of the transaction, ICG is a wholly owned subsidiary of Level 3.

About ICG

ICG Communications, Inc. is a premiere business communications company that specializes in converged voice and data services. ICG has a national footprint and extensive metropolitan fiber. ICG products and services include, voice and Internet Protocol (IP) solutions including VoicePipe™, voice services, dedicated Internet access (DIA), and private line transport services. ICG provides corporate customers and other carriers with flexible and reliable solutions. For more information about ICG Communications, visit the company's Web site at www.icgcomm.com.