Filed by Level 3 Communications, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934
Subject Company: Broadwing Corporation
Commission File No.: 0-30989
Date: October 17, 2006
Forward-Looking Statement
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, (i) statements about the benefits of
the acquisition of Broadwing by Level 3, including financial and operating
results and synergy benefits that may be realized from the acquisition; Level
3's and Broadwing's plans, objectives, expectations and intentions and other
statements contained in this presentation that are not historical facts; and
(ii) other statements identified by words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates" or words of similar
meaning. These forward-looking statements are based upon management's current
beliefs or expectations and are inherently subject to significant business,
economic and competitive uncertainties and contingencies and third-party
approvals, many of which are beyond our control. The following factors, among
others, could cause actual results to differ materially from those described in
the forward-looking statements: (1) whether the stockholders of Broadwing
approve the proposed transaction; (2) the satisfaction of the other conditions
specified in the merger agreement, including without limitation the receipt of
required governmental approvals of the proposed transaction; (3) the ability to
successfully combine the businesses of Level 3 and Broadwing; (4) the
realization of revenue and cost synergy benefits from the proposed transaction;
and (5) operating costs, customer loss and business disruption following the
merger, including adverse effects on relationships with employees. Other
important factors that may affect Level 3's and the combined business' results
of operations and financial condition include, but are not limited to:
increasing the volume of traffic on Level 3's network; developing new products
and services that meet customer demands and generate acceptable margins;
successfully completing commercial testing of new technology and information
systems to support new products and services, including voice transmission
services; stabilizing or reducing the rate of price compression on certain of
our communications services; integrating strategic acquisitions including the
acquisition of Broadwing; attracting and retaining qualified management and
other personnel; and the ability to meet all of the terms and conditions of our
debt obligations. Level 3's Annual Report on Form 10-K, subsequent Quarterly
Reports on Form 10-Q, recent Current Reports on Form 8-K and other Securities
and Exchange Commission filings discuss the foregoing risks as well as other
important risk factors that could contribute to such differences or otherwise
affect our business, results of operations and financial condition. The
forward-looking statements in this release and the related conference call for
analysts and investors speak only as of the date they are made. Level 3 and
Broadwing do not undertake any obligation to update any forward-looking
statement to reflect circumstances or events that occur after the date such
forward-looking statement is made.
This document shall not constitute an offer of any securities for sale. The
proposed transaction will be submitted to Broadwing's stockholders for their
consideration. Level 3 and Broadwing will file a registration statement, a proxy
statement/prospectus and other relevant documents concerning the proposed
transaction with the SEC. Stockholders of Broadwing are urged to read the
registration statement and the proxy statement/prospectus and any other relevant
documents filed with the SEC when they become available, as well as any
amendments or supplements to those documents, because they will contain
important information. Stockholders of Level 3 can obtain more information about
the proposed transaction by reviewing the Form 8-K to be filed by Level 3 in
connection with the announcement of the transaction, and any other relevant
documents filed with the SEC when they become available. You will be able to
obtain a free copy of the proxy statement/prospectus, as well as other filings
containing information about Level 3 and Broadwing, at the SEC's Web site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy statement/prospectus
can be obtained, without charge, by directing a request to Level 3, Investor
Relations, 1025 Eldorado Blvd., Broomfield, CO 80021, 720-888-2500 or to
Broadwing, Investor Relations, 1122 Capital of Texas Highway South Austin, TX
78746-6426, (866) 426-7847.
Level 3, Broadwing and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of Broadwing in connection with the proposed transaction. Information about the
directors and executive officers of Level 3 is set forth in the proxy statement
on Schedule 14A, dated April 6, 2006, as supplemented, for Level 3's 2006 annual
meeting of stockholders. Information about directors and executive officers of
Broadwing and their ownership of Broadwing common stock is set forth in the
proxy statement on Schedule 14A, filed with the SEC on March 24, 2006, for
Broadwing's 2006 annual meeting of stockholders. Additional information
regarding participants in the proxy solicitation may be obtained by reading the
proxy statement/prospectus regarding the proposed transaction when it becomes
available.
***
The following customer taking points was distributed to certain Level 3
Communications, Inc. employees on October 17, 2006.
***
Level 3 and Broadwing Customer Talking Points.
--------------------------------------------------------------------------------
Important Note:
--------------------------------------------------------------------------------
The following outline is to be used as detailed talking points when speaking to
your customers. This information is to be conveyed verbally. Do not distribute
this script to your customers via printed copy, email, mail or other non-verbal
mechanism. Do not disclose any information that does not appear in this script
Definitive Agreement Announced Today
o Today we announced the signing of a definitive agreement to acquire
Broadwing Corporation, a publicly held Texas-based provider of optical
network communications services.
o The acquisition of Broadwing is consistent with Level 3's wholesale market
strategy, as well as our more recent entry into the enterprise market. We
believe the combination of Level 3 and Broadwing will create value through
the elimination of duplicative network and operating costs, as well as
through the acceleration of the growth of our Business Markets Group.
o Broadwing has made great strides with national enterprise customers as a
result of their product portfolio and national sales teams. We expect to
leverage both of these capabilities to accelerate the growth of Level 3's
Business Markets Group.
o Broadwing delivers data, voice and media solutions to enterprises and
service providers. The Broadwing network spans approximately 19,000
intercity fiber network miles
Customer Experience Throughout Integration Remains Top Priority
o Integration timing and logistics will be determined during integration
planning.
o We are confident in our ability to successfully integrate Broadwing.
o Both companies are committed to ensuring that customers' needs remain
foremost during the completion of the transaction.
Account Management Contacts Remain the Same for Near Future
o Until we formally close this transaction, anticipated to occur in the first
quarter of 2007, the Level 3 sales force and the Broadwing sales force will
continue to operate independently and compete for your business as
competitors. Please continue to interact with Level 3 and Broadwing with
the understanding that we are competitors in the marketplace.
o Continue to engage existing account teams as you have in the past for the
near future.
o Broadwing and Level 3 Account Management teams will be integrated only
after the appropriate regulatory approvals have been attained and the
acquisition is closed.
(c)2006 Level 3 Communications, Inc. All rights reserved. Level 3 and the
Level 3 logo are registered service marks of Level 3 Communications, Inc. in the
United States and/or other countries.
Forward-Looking Statement
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, (i) statements about the benefits of
the acquisition of Broadwing by Level 3, including financial and operating
results and synergy benefits that may be realized from the acquisition; Level
3's and Broadwing's plans, objectives, expectations and intentions and other
statements contained in this presentation that are not historical facts; and
(ii) other statements identified by words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates" or words of similar
meaning. These forward-looking statements are based upon management's current
beliefs or expectations and are inherently subject to significant business,
economic and competitive uncertainties and contingencies and third-party
approvals, many of which are beyond our control. The following factors, among
others, could cause actual results to differ materially from those described in
the forward-looking statements: (1) whether the stockholders of Broadwing
approve the proposed transaction; (2) the satisfaction of the other conditions
specified in the merger agreement, including without limitation the receipt of
required governmental approvals of the proposed transaction; (3) the ability to
successfully combine the businesses of Level 3 and Broadwing; (4) the
realization of revenue and cost synergy benefits from the proposed transaction;
and (5) operating costs, customer loss and business disruption following the
merger, including adverse effects on relationships with employees. Other
important factors that may affect Level 3's and the combined business' results
of operations and financial condition include, but are not limited to:
increasing the volume of traffic on Level 3's network; developing new products
and services that meet customer demands and generate acceptable margins;
successfully completing commercial testing of new technology and information
systems to support new products and services, including voice transmission
services; stabilizing or reducing the rate of price compression on certain of
our communications services; integrating strategic acquisitions including the
acquisition of Broadwing; attracting and retaining qualified management and
other personnel; and the ability to meet all of the terms and conditions of our
debt obligations. Level 3's Annual Report on Form 10-K, subsequent Quarterly
Reports on Form 10-Q, recent Current Reports on Form 8-K and other Securities
and Exchange Commission filings discuss the foregoing risks as well as other
important risk factors that could contribute to such differences or otherwise
affect our business, results of operations and financial condition. The
forward-looking statements in this release and the related conference call for
analysts and investors speak only as of the date they are made. Level 3 and
Broadwing do not undertake any obligation to update any forward-looking
statement to reflect circumstances or events that occur after the date such
forward-looking statement is made.
This document shall not constitute an offer of any securities for sale. The
proposed transaction will be submitted to Broadwing's stockholders for their
consideration. Level 3 and Broadwing will file a registration statement, a proxy
statement/prospectus and other relevant documents concerning the proposed
transaction with the SEC. Stockholders of Broadwing are urged to read the
registration statement and the proxy statement/prospectus and any other relevant
documents filed with the SEC when they become available, as well as any
amendments or supplements to those documents, because they will contain
important information. Stockholders of Level 3 can obtain more information about
the proposed transaction by reviewing the Form 8-K to be filed by Level 3 in
connection with the announcement of the transaction, and any other relevant
documents filed with the SEC when they become available. You will be able to
obtain a free copy of the proxy statement/prospectus, as well as other filings
containing information about Level 3 and Broadwing, at the SEC's Web site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy statement/prospectus
can be obtained, without charge, by directing a request to Level 3, Investor
Relations, 1025 Eldorado Blvd., Broomfield, CO 80021, 720-888-2500 or to
Broadwing, Investor Relations, 1122 Capital of Texas Highway South Austin, TX
78746-6426, (866) 426-7847.
Level 3, Broadwing and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of Broadwing in connection with the proposed transaction. Information about the
directors and executive officers of Level 3 is set forth in the proxy statement
on Schedule 14A, dated April 6, 2006, as supplemented, for Level 3's 2006 annual
meeting of stockholders. Information about directors and executive officers of
Broadwing and their ownership of Broadwing common stock is set forth in the
proxy statement on Schedule 14A, filed with the SEC on March 24, 2006, for
Broadwing's 2006 annual meeting of stockholders. Additional information
regarding participants in the proxy solicitation may be obtained by reading the
proxy statement/prospectus regarding the proposed transaction when it becomes
available.