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Preliminary Proxy Statement | |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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Definitive Proxy Statement | |
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Definitive Additional Materials | |
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Soliciting Material Pursuant to § 240.14a-12 |
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No fee required. | |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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Q | What is the rationale behind Level 3s decision to purchase Broadwing? | |
A | The acquisition of Broadwing is consistent with Level 3s wholesale market strategy as well as its more recent entry into the enterprise market. Level 3 believes the combination of Level 3 and Broadwing businesses will create value through the elimination of duplicative network and operating costs, as well as through the acceleration of growth in its Business Markets Group. | |
Level 3s view is that Broadwing has made great strides with national enterprise customers as a result of its product portfolio and national sales teams. They have stated that they expect to leverage both of these capabilities to accelerate the growth of Level 3s Business Markets Group. | ||
Q | Why is the Board selling Broadwing? | |
A | Broadwing is a publicly traded company and the Board has a fiduciary responsibility to our shareholders to assess all valid offers. After assessing Level 3s offer, the Board has determined that selling Broadwing to Level 3 is in the best interest of the shareholders. | |
Q | What regulatory approvals are required to close this transaction? | |
A | The transaction is subject to normal closing conditions including U.S. Government antitrust (Hart-Scott-Rodino) approval, and the approval of the FCC and certain state PUCs. We expect closing to occur in the first quarter of 2007. |
Q | How long does Level 3 expect the integration will take to complete? | |
A | Integration timing and logistics will be determined during integration planning. | |
Q | Will Level 3 manage Broadwing prior to the close of the deal? | |
A | No. |
Q | Will this transaction include any reductions in the workforce? | |
A | As a result of this transaction, we expect there will be a reduction in workforce. The details will be determined during integration planning. | |
Q | What happens to my restricted stock and options? | |
A | Shares of Broadwing that you own as a result of exercising stock options or from restricted stock that has vested before closing will be treated the same as stock held by any shareholder. The shares will be converted to Level 3 stock and cash at closing, as will be more particularly described in the proxy statement. | |
Q | What happens to my unvested restricted stock grants and my unvested stock options? | |
A | All unvested restricted stock awards will vest and all unvested stock options, to the extent in the money, will be converted into Level 3 stock and cash, as will be more particularly described in the proxy statement. | |
Q | What happens to the contributions I have made to the Employee Stock Purchase Plan (ESPP) for the July to December 2006 Offering Period? | |
A | The deduction made from your 10/22/2006 paycheck will be your final contribution to the ESPP. Your accumulated contributions to date for this Offering Period will be held for the purchase of shares which will occur the earlier of January 1, 2007 or upon the close of the acquisition. You may still withdraw from the ESPP and be reimbursed the amount of your contributions at any time prior to the end of the last pay period before the ESSP stock purchase. | |
Q | What happens to the ESPP shares that I have already received from previous offerings? |
A | Any shares you own will be treated the same as stock held by any shareholder. The shares will be converted to shares of Level 3 stock and cash at closing. | |
Q | What happens to this years Corporate Bonus? | |
A | Bonuses earned from the 2006 plan will be paid in the first quarter, as in the past. The payouts will be determined based on Broadwings 2006 performance against the established goals for the 2006 Corporate Bonus Plan and in accordance with all provisions of the plan. If the transaction closes before the bonus has been paid, Level 3 has committed to ensure the bonus is paid. The allocation of the bonuses will be made by the Broadwing management and board prior to the closing. | |
Q | Can I take vacation time before the deal closes? | |
A | Yes. Broadwings vacation policies will remain in effect through closing. | |
Q | What happens to my benefits? | |
A | After the deal closes, your benefits will be determined by Level 3. The benefit programs will be reviewed during the integration planning process. | |
Since the deal may not close until after January 1, 2007, we will conduct our normal open enrollment in November. | ||
Q | I am a Broadwing manager and I have some open positions for which I am currently recruiting. Should I continue? | |
A | Please discuss the situation with your manager to determine if the position should be filled given the current circumstances. | |
Q | I have recently made an offer of employment to a candidate but he/she has not yet started. What should I do? | |
A | Do not rescind the offer. Contact the candidate and explain the situation. The candidate can then decide what is best for him/her. | |
Media & Investor Relations | ||
Q | What do I do if I get a call from the Media, an Analyst or a Blogger? | |
A | Please decline to comment and direct them to Broadwings media relations team: |
Donovan Dillon | or | April Soechting | ||||
512-XXX-XXXX | 512-XXX-XXXX |
Q | What do I do if I get a call from an Investor? | |
A | Please decline to comment and direct them to Broadwings investor relations team: |
Lynn Anderson | or | Dawn Benchelt | ||||
512-XXX-XXXX | 312-XXX-XXXX |