June 17, 2014

Stock-and-cash transaction will enable Level 3 to expand its North American footprint.

Willkie represented longtime client Level 3 Communications, Inc. in its stock-and-cash acquisition of tw telecom, valued at approximately $7.3 billion, including the assumption of $1.6 billion in tw telecom net debt.

Under the terms of the agreement, tw telecom shareholders will receive $10 in cash and 0.7 shares of Level 3 common stock for each share of tw telecom common stock that is owned at closing. The transaction is valued at $40.86 per share of tw telecom common stock based on market close as of June 13, 2014.

According to Level 3, the acquisition will further solidify the company’s position as a premier global communications provider to the enterprise, government and carrier market, combining tw telecom's extensive local operations and assets in North America with Level 3's global assets and capabilities.

Level 3 Communications provides local, national and global communications services in more than 500 markets in over 60 countries on a global services platform. tw telecom is a leading U.S. provider of managed services, including Business Ethernet, converged and IP VPN solutions for enterprises throughout the U.S. and globally.

Willkie partners David Boston and Laura Delanoy led the team, which included partners Bill Hiller, Jordan Messinger and Chris Peters, associates Shari Pire, Zelda Ferguson, Jon Kubek, Andrew Prodromos, Erin Kinney, Andrew Shapiro and Meredith Levy, and staff attorney Chris Giorgione.