April 18. 2011
Helps to secure majority shareholder approval and protect NOLs in transaction creating a combined company with $6B in annual revenue.
The American Lawyer has named Willkie partner David Boston its "Dealmaker of the Week" for his lead role in Level 3 Communications’ all-stock acquisition of Global Crossing Limited. The $3B transaction reflects a resurgence for Level 3 and its industry, both of which had struggled through the dot-com bust at the start of the millennium.
AmLaw’s April 15 profile highlights the multiple complexities Mr. Boston and the Willkie team needed to navigate in order to structure the deal successfully, which included securing the approval of Global Crossing’s majority shareholder. Another hurdle involved Level 3’s desire to protect federal Net Operating Losses (NOLs) that it has accrued for tax purposes. To protect those, the team implemented a stockholder rights plan, a stipulation to ensure that, even with the exchange of company shares, Level 3 can avoid reaching a 50 percent ownership change of the NOLs, which could result in the company losing a portion of those assets.
Mr. Boston has advised Colorado-based Level 3 since 1997 when he worked on its spin-off from Omaha-based construction company Peter Kiewit Sons’. In its profile, AmLaw notes that Mr. Boston has represented Level 3 in numerous debt and equity financings as well as other acquisitions, including Level 3’s $1.4B purchase of Broadwing Corporation and its $680M purchase of WilTel Communications Group.