October 31, 2016

The cash and stock transaction is valued at approximately $34 billion.

On October 31, Willkie client Level 3 Communications, Inc. announced that it has entered into a definitive merger agreement under which CenturyLink will acquire Level 3 in a cash and stock transaction valued at approximately $34 billion, including the assumption of debt.

Upon the closing of the transaction, which forms the second-largest domestic communications provider serving global enterprise customers, CenturyLink shareholders will own approximately 51 percent and Level 3 shareholders will own approximately 49 percent of the combined company. The company will have the ability to offer CenturyLink's larger enterprise customer base the benefits of Level 3's global footprint with a combined presence in more than 60 countries.

Level 3 Communications, Inc. (NYSE: LVLT) is a Fortune 500 company that provides local, national and global communications services to enterprise, government and carrier customers. Level 3's comprehensive portfolio of secure, managed solutions includes fiber and infrastructure solutions; IP-based voice and data communications; wide-area Ethernet services; video and content distribution; data center and cloud-based solutions.

CenturyLink (NYSE: CTL) is a global communications, hosting, cloud and IT services company enabling millions of customers to transform their businesses and their lives through innovative technology solutions. CenturyLink offers network and data systems management, Big Data analytics and IT consulting, and operates more than 55 data centers in North America, Europe and Asia.

The Willkie deal team was led by partners David Boston and Laura Delanoy and included partners Jordan Messinger, Christopher Peters, William Hiller, David Tarr, Thomas Jones and Jeffrey Korn; and associates Laura Acker, Vanida Narrainen, Angela Bueti, Christine Centola, Rose Ohanesian, Meredith Levy, Andrea Hwang, Davina Mansur and Mia Hayes.