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Exhibit 99.3
MCLEODUSA INCORPORATED
OFFER TO EXCHANGE ITS
[12%/11 1/2%] SENIOR NOTES DUE [JULY 15, 2008/MAY 1, 2009]
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF THE OUTSTANDING
[12%/11 1/2] SENIOR NOTES DUE [JULY 15, 2008/MAY 1, 2009]
OF CAPROCK COMMUNICATIONS CORP.
PURSUANT TO THE PROSPECTUS DATED _______ __, 2000
TO: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
McLeodUSA Incorporated (the "Company") is offering to exchange (the
"Exchange Offer"), upon and subject to the terms and conditions set forth in the
enclosed Prospectus, dated_______ __, 2000 (the "Prospectus"), and the enclosed
Letter of Transmittal (the "Letter of Transmittal"), its [12%/11 1/2%] Senior
Notes Due [July 15, 2008/May 1, 2009], which have been registered under the
Securities Act of 1933 (the "McLeodUSA Notes"), for any and all of the
outstanding [12%/11 1/2] Senior Notes Due [July 15, 2008/May 1, 2009] of CapRock
Communications Corp., a Texas Corporation (the "CapRock Notes"). The Exchange
Offer is being made in order to satisfy certain obligations of the Company
contained in the Agreement and Plan of Merger by and among the Company, Cactus
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the
Company, and CapRock Communications Corp., dated as of October 2, 2000.
In connection with the Exchange Offer, we are requesting that you
contact your clients for whom you hold CapRock Notes registered in your name or
in the name of your nominee, or who hold CapRock Notes registered in their own
names. The Company will not pay any fees or commissions to any broker, dealer or
other person in connection with the solicitation of tenders pursuant to the
Exchange Offer. However, you will, upon request, be reimbursed for reasonable
out-of-pocket expenses incurred in connection with soliciting acceptances of the
Exchange Offer. The Company will pay or cause to be paid all transfer taxes
applicable to the exchange of CapRock Notes pursuant to the Exchange Offer,
except as set forth in the Prospectus and the Letter of Transmittal.
For your information and for forwarding to your clients, we are
enclosing the following documents:
1. Prospectus dated _______ __, 2000;
2. A Letter of Transmittal for your use and for the information of your
clients;
3. A form of Notice of Guaranteed Delivery; and
4. A form of letter which may be sent to your clients for whose account
you hold CapRock Notes registered in your name or the name of your
nominee, with space provided for obtaining such clients'
instructions with regard to the Exchange Offer.
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for the information of you and your clients
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON NOVEMBER __, 2000 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY THE COMPANY (IN WHICH CASE THE TERM "EXPIRATION DATE"
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SHALL MEAN THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED).
THE CAPROCK NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN,
SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF
TRANSMITTAL, AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the CapRock Notes should be
delivered to the Exchange Agent, all in accordance with the instructions set
forth in the Prospectus and the Letter of Transmittal.
If holders of CapRock Notes wish to tender, but it is impracticable for
them to forward their certificates for CapRock Notes prior to the expiration of
the Exchange Offer or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus and the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed to
the Exchange Agent for the CapRock Notes, at its address and telephone number
set forth on the front of the Letter of Transmittal.
Very truly yours,
McLeodUSA Incorporated
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
