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Where were you the first time Budweiser’s Whassup spot was broadcast? Much of America was home watching it on Super Bowl Sunday in 2000 surrounded by chips and beer. Philip Boeckman’s team had to make do with a little party at the printer’s, where he and fellow Cravath, Swaine & Moore lawyers were stuck reviewing prospectuses. As another memorable ad declared that day: They had money coming out the wazoo. At stake was a complex $5.1 billion mixed securities and debt deal for Level 3 Communications, Inc., a Broomfield, Colo., �based telecommunications startup. Although the game blared on a TV set in another room, Boeckman and his colleagues — who represented underwriters Salomon Smith Barney; Goldman, Sachs & Co.; and Morgan Stanley Dean Witter & Co. — had little time to watch. Time was of the essence in the lightning-fast Level 3 deal. Combining securities, convertible debt, and high-yield bonds — denominated in dollars and euros — the transaction involved seven different kinds of securities, five prospectuses, and four underwriting agreements (a mix of public and private offerings), hammered out and printed up in only 13 days, from kickoff to road show. “Once they decide the conditions are good to raise the funds, they want to get it done as quickly as they carefully can,” says Boeckman, who’d worked on four previous Level 3 deals in the past two years. The bankers’ motto, Boeckman recalls: “Go big, go strong, go now.” Level 3 needs plenty of capital to build its fiber optics network. On Super Sunday, the pressure was on to take advantage of the strong market conditions. That proved wise because a few months later the market plummeted, particularly in the telecommunications industry. By early this year, telecom stocks had really taken a nosedive, leaving Level 3′s stock price down 75 percent from its March 2000 high. (Analysts are still optimistic about the company’s prospects.) But the market slowdown wasn’t so bad for Boeckman. By that time, he needed a break from the 100-hour weeks he and his fellow Cravath attorneys were putting in to complete large debt deals during the first six months of the year. Luckily for Boeckman, the market’s turn roughly coincided with some other big changes — like his move from New York to London in July. And the best was yet to come: In September, his wife, Erin, gave birth to their second child. With all that turmoil, “there were moments when we thought we were making a big mistake” by changing continents, says Boeckman. Originally from Springfield, Mo., nestled in the Ozarks, the 34-year-old University of Missouri law school graduate never expected to end up some 5,000 miles away. When he graduated at the top of his law school class in 1991, “I thought I’d be in New York a couple of years and go back to Missouri,” he recalls. “The next thing I knew I was being made a partner, and then here I am being asked to be one of the two Cravath partners in Europe.” Boeckman’s 2000 started with an international flair, as he negotiated a U.S. high-yield debt deal for Silverline Technologies Limited, the first Indian company to sell bonds on the New York Stock Exchange. Due diligence took Boeckman on a two-day jaunt to Bombay to check out the company’s facilities. But the rest of the deal moved more slowly, dragging on until July, since it had to be registered with the Securities and Exchange Commission and meet extensive disclosure requirements. Then came the late summer lull, allowing Boeckman to adjust to his big move. But the lazy days didn’t last. By the end of the year, Boeckman was in the thick of new offerings for European companies. He’d moved in part for the challenge of representing multinationals in cross-border transactions and handling clients uninformed about American law; now he’s getting his chance, big-time. Just before Christmas, he closed a $1.9 billion global bond deal for AXA, a Paris-based insurance company that was doing its first U.S. registered debt offering. Since then, he says, the pace has only accelerated. In other words, Cravath’s man in London can look forward to plenty more parties at the printer’s.

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