Monday, October 31, 2016

CenturyLink to Acquire Level 3 for $34 Billion

CenturyLink agreed to acquire Level 3 Communications in a cash and stock transaction valued at approximately $34 billion, including the assumption of debt.

The deal combines CenturyLink's larger enterprise customer base with Level 3's global network footprint. The companies said this scale will enable further investment in the reach and speeds of its broadband infrastructure for small businesses and consumers. After close, CenturyLink's Glen Post will continue to serve as Chief Executive Officer and President of the combined company.  Sunit Patel, Executive Vice President and Chief Financial Officer of Level 3, will serve as Chief Financial Officer of the combined company. The combined company will be headquartered in Monroe, Louisiana and will maintain a significant presence in Colorado and the Denver metropolitan area.


Under terms of the agreement, Level 3 shareholders will receive $26.50 per share in cash and a fixed exchange ratio of 1.4286 shares of CenturyLink stock for each Level 3 share they own, which implies a purchase price of $66.50 per Level 3 share (based on a CenturyLink $28.00 per share reference price) and a premium of approximately 42 percent based on Level 3's unaffected closing share price of $46.92 on October 26, 2016. Upon the closing  CenturyLink shareholders will own approximately 51 percent and Level 3 shareholders will own approximately 49 percent of the combined company.

"The digital economy relies on broadband connectivity, and together with Level 3 we will have one of the most robust fiber network and high-speed data services companies in the world," said Glen Post, CenturyLink Chief Executive Officer and President. "This transaction furthers our commitment to providing our customers with the network to improve their lives and strengthen their businesses. It is this focus on providing fiber connectivity that will continue to distinguish CenturyLink from our competitors. CenturyLink shareholders will benefit from the significant synergies and financial flexibility provided by the combined company's revenue growth and strong cash flow. For employees, this combination will bring together two highly customer-focused organizations and provide employees growth and advancement opportunities the companies could not offer separately."

"This is a compelling transaction for our customers, shareholders and employees," said Jeff Storey, President and Chief Executive Officer of Level 3. "In addition to the substantial value delivered to shareholders, the combined company will be uniquely positioned to meet the evolving and global needs of enterprise customers."

Some highlights:
  • Fiber Network - the Level 3 infrastructure increases CenturyLink's network by 200,000 route miles of fiber, which includes 64,000 route miles in 350 metropolitan areas and 33,000 subsea route miles connecting multiple continents. 
  • On-net buildings - are expected to increase by nearly 75 percent to approximately 75,000, including 10,000 buildings in EMEA and Latin America. 
  • Cost Efficiencies - complementary domestic and international networks will provide cost efficiencies by focusing capital investment on increasing capacity and extending the reach of the combined company's high-bandwidth fiber network.
  • Scale - the deal  creates a world-class enterprise player with approximately $19 billion in pro forma business revenue and $13 billion in business strategic revenue, for the trailing twelve months ended June 30, 2016. Together, CenturyLink's and Level 3's revenue will be 76 percent derived from business customers, and 65 percent of the combined company's core revenue will be from strategic services. 
  • Enhanced Broadband Infrastructure - This transaction will provide the combined company with increased opportunity to invest in its broadband infrastructure and enhance broadband speed for small businesses and consumers.
  • Financial Profile - the combined company is expected to have improved adjusted EBITDA margins, revenue growth and pro forma net leverage of less than 3.7x at close, including run-rate synergies. The combined company will benefit from Level 3's nearly $10 billion of net operating losses ("NOLs"). These NOLs will substantially reduce the combined company's net cash tax expense over the next several years, positioning it to generate substantial free cash flow.
  • Additional debt - CenturyLink intends to finance the cash portion of the transaction and pay related fees and expenses through a combination of cash on hand at CenturyLink and Level 3, and approximately $7 billion of additional indebtedness. In connection therewith, CenturyLink has received financing commitments from BofA Merrill Lynch and Morgan Stanley & Co. LLC totaling approximately $10.2 billion for new secured debt facilities.

http://ir.centurylink.com/CorporateProfile.aspx?iid=4057179
http://www.level3.com
  • Over the past few years, CenturyLink has acquired Qwest Communications, Savvis and Embarq (formerly Sprint's Local Telecommunications Division).
  • The deal to acquire Qwest was valued at $22 billion when it was first announced in 2010. At the time, CenturyLink and Qwest served local markets in 37 states with approximately 5 million broadband customers, 17 million access lines, 1,415,000 video subscribers and 850,000 wireless consumers.  
  • In 2014, Level 3 acquired tw telecom in a $5.7 billion deal that combined its global fiber network and international data centers with tw telecom's extensive metro footprint in major U.S. Time Warner Communications was founded in 1993 as a joint venture between US West and Time Warner Communications. The company completed an IPO in 1999. It acquired Xspedius in 2006. 
  • Level 3's prior acquisitions include WilTel (2005), Progress Telecom (2006), ICG(2006), Telcove (2006), Looking Glass Networks (2006), Broadwing (2007), SAVVIS' content delivery network (2007), Servecast (2007), and Global Crossing (2011).

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