CenturyLink. (Credit: Jonathan Weiss/Shutterstock.com)
CenturyLink Inc. agreed on Monday to acquire Level 3 Communications Inc. in a $34 billion cash-and-stock deal creating a business communications provider designed to better compete with market leaders AT&T Inc. and Verizon Communications Inc.
“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 a statement by CenturyLink CEO Glen Post.
Once a small rural phone company, Monroe, Louisiana-based CenturyLink now provides broadband, voice video and data managing services from more than 55 data centers in North America, Europe and Asia. The deal with Level 3, a global fiber network and cloud service provider with clients like Apple Inc. and Netflix Inc., creates a telecommunications company capable of providing faster networks and stronger bandwidth to business customers.
Since its inception in 1997, Level 3 has consistently turned to Willkie Farr & Gallagher for outside counsel, so it comes as no surprise that the firm has taken the lead role for the Broomfield, Colorado-based company on its proposed sale to CenturyLink.
“It’s been really interesting to see [Level 3’s] evolution from a startup, although they were a really big startup to a Fortune 500 company, and then this final chapter,” said Willkie M&A co-chair David Boston in a phone interview on Monday.
Boston is working with Willkie corporate partner Laura Delanoy and associate Laura Acker on the current deal. Boston has advised Level 3 on numerous acquisitions and debt and equity financings over the years. In 2006, he handled Level 3’s $1.4 billion acquisition of Broadwing Corp., as well as a $640 million private debt offering in 2010.
The following year, Boston and Delanoy lead a Willkie team counseling Level 3 on its $3 billion buy of Global Crossing Ltd., a deal that saw Boston named snag Am Law Daily Dealmaker of the Week honors. In 2014, Boston and Delanoy advised Level 3 on its $5.68 billion merger with TW Telecom, an Internet provider formerly known as Time Warner Telecom. (Spencer Hays, a former deputy general counsel at Time Warner Inc., is an independent member of the Level 3 board.)
“It’s been pretty gratifying experience to be a part of it, to help them out and see that transformation,” Boston said of his work with Level 3, whose chief legal officer is John Ryan.
Latham & Watkins is advising telecommunications investor Singapore Technologies Telemedia Pte. Ltd., which owns 18 percent of Level 3’s outstanding shares and has pledged to vote in favor of the company’s sale to CenturyLink.
Cleary Gottlieb Steen & Hamilton corporate partners Victor Lewkow and Glenn McGrory are counseling Citigroup Inc. as financial adviser to Level 3, which turned to Lazard Ltd. to provide a fairness opinion on the transaction. Paul, Weiss, Rifkind, Wharton & Garrison’s Scott Barshay—an M&A rainmaker who joined the firm earlier this year and took the lead last week on another $47 billion deal—and fellow corporate partner and M&A co-head Jeffrey Marell are advising Lazard on the matter.
Wachtell, Lipton, Rosen & Katz and New Orleans-based Jones Walker have teamed up to advise CenturyLink on the deal. The two firms joined forces back in 2010 when the company, then known as CenturyTel, acquired Qwest Communications International Inc. in a $10.6 billion deal.
Eric Robinson, a former Wachtell partner and current of counsel at the firm who took the lead in September for Monsanto Co. on its $62 billion mega-merger with Bayer AG, led a team working on the Qwest deal and CenturyTel’s $5.8 billion merger with Embarq Corp. in 2009. Robinson is now leading another Wachtell team advising CenturyLink on its acquisition of Level 3 that includes corporate partner DongJu Song, antitrust partner Ilene Knable Gotts, executive compensation and benefits partner Adam Shapiro, finance partner Eric Rosof and tax partner Jodi Schwartz.
Former Louisiana Sen. Mary Landrieu, who joined law and lobbying firm Van Ness Feldman last year as a senior policy adviser in Washington, D.C., serves as a member of the board at CenturyLink, as does former Adams and Reese, Jones Walker and Phelps Dunbar lawyer Virginia Boulet. CenturyLink’s general counsel is Stacey Goff.
The merger between CenturyLink and Level 3 is expected to close in the third quarter of 2017, pending approval by the Federal Communications Commission. A combined entity will have about 500,000 miles of fiber carrying broadband and voice services to companies throughout the country.