Level 3 Communications ( LVLT) agreed to buy WilTel from Leucadia National ( LUK) for 115 million shares and $370 million in cash.

The deal excludes certain assets and liabilities of WilTel. Closing is expected to occur in the first quarter of 2006.

The acquisition includes all of WilTel's communications business, including a multi-year contract with SBC ( SBC) and WilTel's Vyvx video transmission business. The acquisition does not include WilTel's headquarters building or the assumption of any of WilTel's outstanding debt or mortgage obligations. The parties have agreed that WilTel will have at closing $100 million in cash for which Level 3 will pay an additional $100 million in cash.

"We expect to achieve substantial synergies through this transaction," said Kevin O'Hara, president and chief operating officer of Level 3. "We plan to combine and optimize the Level 3 and WilTel networks. The merged network will reach 50 new markets and include 3000 new route miles compared with Level 3's pre-acquisition facilities. We expect to migrate substantially all of WilTel's IP, optical and voice transport traffic to the combined network."

The transaction includes the contract between WilTel and its largest customer, SBC. In January 2005, SBC announced its pending merger with AT&T and its intention to migrate the services provided by WilTel to the merged SBC and AT&T network. In anticipation of the successful completion of the SBC and AT&T merger, the contract between WilTel and SBC was amended.

The amended SBC agreement runs through 2009 and provides for a purchase commitment of $600 million from January 2005 through the end of 2007, and $75 million from January 2008 through the end of 2009. Only purchases of on-net services count toward satisfaction of this purchase commitment. Originating and terminating access charges paid to local phone companies are passed through to SBC in accordance with a formula that approximates cost. Additionally, the SBC agreement provides for the payment of $50 million from SBC if certain performance criteria are met.

"SBC is an existing and important customer of Level 3, and we look forward to expanding our relationship with them," said Level 3 CEO James Crowe. "We are committed to working hard to ensure a smooth transition for SBC throughout this process."

As a part of the transaction, Level 3 will acquire the WilTel subsidiary, Vyvx, LLC, the industry leader in gathering and distributing broadcast quality live and nonlive video for the media and entertainment industry. The company delivers nearly 250,000 fiber and satellite video feeds, and more than 5 million ads and promotional media content around the world each year.

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