Pre-Transaction Global Crossing Corporate Structure
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BEFORE THE NEW YORK STATE PUBLIC SERVICE COl\1MISSION ) Verified Joint Petition of ) ) Level 3 Communications, Inc., ) Apollo Amalgamation Sub, Ltd., ) Level 3 Communications, LLC, ) Broadwing Communications, LLC, ) WilTel Communications, LLC, ) TelCove Operations, LLC ) Case ll-C- --- ) And ) ) Global Crossing North America, Inc., ) Global Crossing Telecommunications, Inc., ) Global Crossing Local Services, Inc., ) ) For Approval of the Transfer of Control and ) Related Transactions Including ) Certain Financing Arrangements ) ) VERIFIED JOINT PETITION Catherine Wang Brian T. FitzGerald Danielle Burt Gregory G. Nickson Bingham McCutchen LLP Dewey & LeBoeufLLP 2020 K Street, NW 99 Washington Avenue, Suite 2020 Washington, DC 20006 Albany, NY 12210 Tel: (202) 373-6000 Tel: (518) 626-9300 Fax: (202) 373-6001 Fax: (518)626-9010 Email: [email protected] Email: [email protected] Q~ni.~H.~J?\.!n.@QjJ).gh~m.9.Q!n g!li~k~.Qn@QL~Qm Matthew Brill Brian Murray Latham & Watkins LLP 555 Eleventh Street, NW, Suite 1000 Washington, DC 20004-1304 Tel: (202) 637-2200 Fax: (202) 637-2201 Email: [email protected] Qri.~D.. _m\.!rr.~y.@h:y':_9_Qm BEFORE THE NEW YORK STATE PUBLIC SERVICE COMMISSION ) Verified Joint Petition of ) ) Level 3 Communications, Inc., ) Apollo Amalgamation Sub, Ltd., ) Level 3 Communications, LLC, ) Broadwing Communications, LLC, ) WilTel Communications, LLC, ) TelCove Operations, LLC ) Case II-C- --- ) And ) ) Global Crossing North America, Inc., ) Global Crossing Telecommunications, Inc., ) Global Crossing Local Services, Inc., ) ) For Approval of the Transfer of Control and ) Related Transactions Including ) Certain Financing Arrangements ) ) VERIFIED JOINT PETITION Level 3 Communications, Inc. ("Level 3"), and its direct and indirect subsidiaries Apollo Amalgamation Sub, Ltd. ("Apollo Sub"), Level 3 Communications, LLC ("Level 3 LLC"), Broadwing Communications, LLC ("Broadwing"), WilTel Communications, LLC ("WiITel"), and TelCove Operations, LLC ("Tel Cove" and collectively with Level 3 LLC, Broadwing and WilTel, the "Level 3 Companies") and Global Crossing North America, Inc. ("Global Crossing"), and its indirect subsidiaries Global Crossing Telecommunications, Inc. ("GC Telecommunications") and Global Crossing Local Services, Inc. ("GC Local" and together with GC Telecommunications, the "GC Companies") (collectively, Level 3, Apollo Sub, the Level 3 Companies, Global Crossing, and the GC Companies, the "Petitioners"), through their undersigned counsel, submit this Joint Petition pursuant to Sections 100 and 101 of the New York State Public Service Law. Petitioners herein request New York State Public Service Commission ("Commission") approval, or such authority as may be necessary or required, to enable the parties to consummate the proposed transaction whereby Level 3, the ultimate parent of Apollo Sub, will acquire indirect control of the GC Companies. Approval is also requested for the related transfer of an indirect minority ownership interest in the Level 3 Companies. 1 In addition, Petitioners request approval, to the extent required, for the participation of Petitioners in certain financing arrangements necessary to accomplish the acquisition of the GC Companies, as well as the participation of the GC Companies in certain existing financing arrangements put in place by Level 3' s subsidiary Level 3 Financing, Inc. ("Level 3 Financing"). 2 The Level 3 Companies and the GC Companies are each competitive telecommunications carriers authorized to provide intrastate telecommunications service, including competitive local exchange services, in New York. As discussed in Section IV below, the proposed transactions will produce certain important public interest benefits. The proposed transactions will involve a change in the ultimate ownership of the GC Companies only and the transfer of indirect minority ownership of the Level 3 Companies. Notably, the proposed transactions will not result in any assignment of any certificates, assets or customers. The Level 3 Companies and the GC Companies will continue to serve their existing customers in New York pursuant to their respective authorizations under the same rates, terms and conditions. Accordingly, for all practical purposes, the proposed transactions will be transparent to the customers of the Level 3 Companies and the GC Companies. The precise distribution of ownership interest in the Level 3 Companies is currently contemplated to be approximately 24-34%, although the exact percentages will not be known until the transactions discussed herein are consummated. 2 The Level 3 Companies have previously obtained Commission authority to participate in these financing arrangements. See footnote 7. 2 Petitioners request that the Commission act expeditiously to grant the approval requested herein by June 16, 2011, so that Petitioners can timely consummate the proposed transactions. In support of this Joint Petition, the Petitioners state: I. DESCRIPTION OF THE PETITIONERS A. Level 3, Apollo Sub and the Level 3 Companies Level 3 is a publicly traded (NASDAQ: L VLT) Delaware corporation with principal offices located at 1025 Eldorado Boulevard, Broomfield, CO 80021. Apollo Sub, a Bermuda company and wholly owned subsidiary of Level 3, was recently formed for the purpose of accomplishing the proposed transaction. Level 3 provides high-quality voice and data services to carriers, internet service providers ("ISPs"), and other business customers over its IP-based network through its wholly owned indirect subsidiaries, the Level 3 Companies. The Level 3 Companies are non-dominant carriers that are authorized to provide resold and/or facilities-based telecommunications services nationwide pursuant to certification, registration or tariff requirements, or on a deregulated basis. The Level 3 Companies are also authorized by the Federal Communications Commission ("FCC") to provide international and domestic interstate services as non-dominant carriers. In New York, Level 3 LLC is authorized to operate as a facilities-based common carrier and reseller of telephone services, including local exchange services (local dial-tone) within New York pursuant to authority granted by the Commission in Case No. 97-C-2183 on March 6, 1998. Broadwing is authorized to provide resold and facilities-based local exchange and interexchange telecommunications services pursuant to authority granted by the Commission in Case No. 04-C-0981 on October 4, 2004. TelCove is authorized to provide facilities-based common carrier and resold local exchange and interexchange services pursuant to authority 3 granted by the Commission in Case No. 00-C-0623 on June 29, 2000. WilTel is authorized to provide facilities-based common carrier and resold local exchange and interexchange services pursuant to authority granted by the Commission in Case No. 98-C-0815 on August 14, 1998. B. Global Crossing and the GC Companies Global Crossing, a New York corporation, is headquartered at 225 Kenneth Drive, Rochester, N ew York 14623 . Global Crossing's indirect operating subsidiaries, the GC Companies, together with its other U.S. and international affiliates, provide telecommunications solutions over the world's first integrated global IP-based network. Its core network connects more than 300 major cities in twenty-nine countries worldwide, and delivers services to more than 600 cities in sixty countries and six continents around the globe. The GC Companies and their affiliates offer a full range of managed data and voice products to enterprise customers, carriers, mobile operators and ISPs. The GC Companies are Michigan corporations and wholly owned indirect subsidiaries of Global Crossing. The GC Companies are authorized to provide telecommunications services as competitive, non-dominant carriers pursuant to certification, registration or tariff requirements, or on a deregulated basis in all fifty states and the District of Columbia. The GC Companies operate as non-dominant domestic interstate telecommunications carriers under the FCC's blanket authority. GC Telecommunications also operates as an international telecommunications carrier through FCC authority held by Global Crossing. In New York, GC Telecommunications is authorized to provide intrastate telecommunications services pursuant to authority granted by the Commission in Case No. 95-C-0391 on August 9, 1995. GC Local is authorized to provide intrastate telecommunications services pursuant to authority granted by the Commission in Case No. 95-C-0069 on June 5, 1995. 4 II. CONTACT IN FORMA TION For the purposes of this Joint Petition, contacts for the Petitioners are as follows: For Level 3, Apollo Sub and the Level 3 For Global Crossing and the GC Companies: Companies: Brian T. FitzGerald Matthew Brill Gregory G. Nickson Brian Murray Dewey & LeBoeuf LLP Latham & Watkins LLP 99 Washington Avenue, Suite 2020 555 Eleventh Street, NW Albany, NY 12210 Suite 1000 Tel: (518) 626-9300 Washington, DC 20004-1304 Fax: (518) 626-9010 Tel: (202) 637-2200 Email: Qri~JLfit?:.g~n~lg.@~tL~gm Fax: (202) 637-2201 [email protected] Email: [email protected] [email protected] Catherine Wang and: Danielle Burt Bingham McCutchen LLP Paul Kouroupas 2020 K Street, N.W. Vice President Regulatory Affairs Washington, DC 20006 Global Crossing Tel: (202) 373-6000 200 Park Avenue Fax: (202) 373-6001 Florham Park, NJ 07932-0680 Email: £[email protected]~m.&QJn Tel: (973) 937-0243 danielle. [email protected] Fax: (973) 360-0694 and: Richard E. Thayer Senior Counsel Level