Level 3 Communications on Tuesday announced closing its acquisition of Global Crossing, boosting Level 3s position as a global communications carrier with undersea network facilities and fiber infrastructure on three continents in more than 45 countries.
Broomfield, Colo.-based Level 3 also revealed plans to transfer the listing of its common stock to the New York Stock Exchange and implement a 1-for-15 reverse stock split of the Level 3 common stock. Shares of Level 3 will continue to trade on the NASDAQ Global Select Market until the transfer is completed. Level 3 anticipates that the reverse stock split will be effective after the close of trading on Oct. 19, 2011, and the company expects to begin trading on the NYSE the following day.
Level 3, which serves a variety of customers ranging from large enterprises to government agencies and other telecommunications providers, plans to conduct its business worldwide using the Level 3 Communications name with a new brand identity.
Our enterprise is now a global, state-of-the-art communications company that is substantially bigger and financially stronger, with an unrivaled IP/optical network and global reach, and an entrepreneurial culture singularly focused on the customer experience,” said James Q. Crowe, chief executive officer of Level 3, in a statement. We believe the rapidly evolving communications market represents an extraordinary opportunity for us, and we are well positioned to capitalize on it.”
Level 3 will operate through three geographically-organized business units in EMEA (Europe, the Middle East and Africa), Latin America and North America. The company said each business unit will be managed by one leader accountable for sales, operations and marketing for that region. Corporate functions will be centralized in North America and will support the company globally. Level 3 will remain based in Broomfield.
Under the terms and conditions of the acquisition, Global Crossing shareholders are receiving 16 shares of Level 3 common stock for each share of Global Crossing common stock or preferred stock that is owned at closing. Level 3 will issue approximately 1.3 billion shares under the deal. Level 3 also is redeeming and discharging approximately $1.35 billion of Global Crossings outstanding consolidated debt.
Global Crossing and Level 3 had 2010 pro forma combined revenues of $6.2 billion and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of $1.3 billion. Both communications providers have been losing money Global Crossing reported a second-quarter net loss applicable to common shareholders of $35 million while Level 3 posted a second-quarter net loss of $181 million but Level 3 said the merger will reduce its debt to EBITDA ratio and otherwise improve its financial position.
The company has an improved balance sheet and credit profile immediately at closing, with further improvement as we achieve the expected synergy benefits,” said Sunit Patel, Level 3s executive vice president and chief financial officer. As a result of potential revenue growth and synergies, over the longer term, we expect to have significant Free Cash Flow available for investment in high-return opportunities, including U.S. and international network expansions.”
Over the years, Level 3 has acquired a number of competitors, including Broadwing Corp. and WilTel Communications Group, formerly known as Williams Communications.