Broadwing - Level 3 M&A

Broadwing Corporation (BWNG)
Level 3 Communications, Inc. (LVLT)
$1.4B Stock-Cash Merger

Internet backbone company to acquire optical network communications services company

1.3411 Level 3 shares plus $8.18, per BWNG share
122 mm LVLT shares, plus $744mm cash

LVLT stock chart

Announced 10.17.06

Closed 1.03.07

Financial

BWNG: TWP / Goldman Sachs
LVLT: Evercore Partners / JPMorgan / Merrill Lynch

Legal

BWNG: Greenberg Traurig
LVLT: Willkie Farr

Merger Agreement Hyperlinked

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I. The Merger

1.1 The Merger
1.2 Subsequent Merger
1.3 Closing
1.4 Effective Time
1.5 Effects of the Merger
1.6 Certificate of Formation
1.7 Operating Agreement
1.8 Managers; Officers
1.9 Effect on Capital Stock
1.10 Treatment of Options, Warrants and other Stock
Awards

Article II. Exchange of Certificates

2.1 Exchange Fund
2.2 Exchange Procedures
2.3 Distributions with Respect to Unexchanged Shares
2.4 No Further Ownership Rights in Company Common
Stock
2.5 No Fractional Shares of Parent Common Stock
2.6 Termination of Exchange Fund
2.7 No Liability
2.8 Investment of the Exchange Fund
2.9 Lost Certificates
2.10 Withholding Rights
2.11 Further Assurances
2.12 Stock Transfer Books

Article III. Company Reps

3.1 Corporate Organization
3.2 Qualification to do Business
3.3 No Conflict or Violation
3.4 Consents and Approvals
3.5 Authorization and Validity of Agreement
3.6 Capitalization and Related Matters
3.7 Subsidiaries and Equity Investments
3.8 Company Sec Reports
3.9 Absence of Certain Changes or Events
3.10 Tax Matters
3.11 Absence of Undisclosed Liabilities
3.12 Company Property
3.13 Assets of the Company and its Subsidiaries
3.14 Intellectual Property
3.15 Software
3.16 Licenses and Permits
3.17 Compliance with Law
3.18 Litigation
3.19 Contracts
3.20 Employee Plans
3.21 Insurance
3.22 Affiliate Transactions
3.23 Vendors and Customers
3.24 Labor Matters
3.25 Environmental Matters
3.26 No Brokers
3.27 Network Operations
3.28 State Takeover Statutes
3.29 Opinions of Financial Advisors
3.30 Information Supplied
3.31 Board Approval
3.32 Vote Required
3.33 No other Representations or Warranties

Article IV. Buyer Reps

4.1 Organization
4.2 Qualification to do Business
4.3 No Conflict or Violation
4.4 Consents and Approvals
4.5 Authorization and Validity of Agreement
4.6 Capitalization and Related Matters
4.7 Sec Filings
4.8 No Brokers
4.9 Tax Matters
4.10 Compliance with Law
4.11 Board Approval
4.12 Sufficiency of Funds
4.13 No Parent Material Adverse Effect
4.14 No Other Representations or Warranties

Article V. Covenants of the Company

5.1 Conduct of Business Before the Closing Date
5.2 Notice of Breach
5.3 Affiliate Letter
5.4 Convertible Debentures
5.5 CIII Merger
5.6 Consent Solicitation
5.7 Credit Facility

Article VI. Covenants of Parent and Merger Sub

6.1 Employee Benefits
6.2 Indemnification Continuation
6.3 Notice of Breach

Article VII. Additional Covenants of the Parties

7.1 Preparation of Proxy and Registration Statements;
Company Stockholders Meeting
7.2 Access to Information
7.3 HSR Act and Regulatory Matters
7.4 Reorganization
7.5 Acquisition Proposals
7.6 Stockholder Litigation
7.7 Maintenance of Insurance
7.8 Public Announcements
7.9 No Shareholder Rights Plan
7.10 Stock Exchange Listing

Article VIII. Conditions Precedent

8.1 Each Party
8.2 Parent and Merger Sub
8.3 Company

Article IX. Termination

9.1 Termination
9.2 Effect of Termination
9.3 Amendment
9.4 Extension; Waiver

Article X. Miscellaneous

10.1 Non-survival of Representations, Warranties and
Agreements
10.2 Disclosure Schedules
10.3 Successors and Assigns
10.4 Governing Law; Jurisdiction
10.5 Expenses
10.6 Severability; Construction
10.7 Notices
10.8 Entire Agreement
10.9 Parties In Interest
10.10 Section and Paragraph Headings
10.11 Counterparts
10.12 Definitions

Other Agreements

Voting agreement

Proxy Solicitation

Form S-4 11.07.06

Table of contents

Deal Protection

No shop covenant

Merger agreement §5.6
Proxy statement disclosure scroll down to page 75

Break-up fee

$35 milllion
Agreement §9.2
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §
Proxy statement disclosure

Fairness Opinion

Thomas Weisel Partners

Proxy statement disclosure

Goldman Sachs

Proxy statement disclosure

Disclosure

Proxy statement disclosure

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