Wow! i come back from vacation expecting this whole mess to be straightened out and i find Mr. Nacchio's for Brains is acting even more irrationally than when i left. Well, i have 40+ post to read on this thread (maybe i'll read a couple of the 300+ post on Qwest thread) and more than a few news stories and, most importantly, 20 new SEC filings. It could take me a day or two to get up to speed on the current situation. My first impression is that the current Qwest offer is worst than their original offer and still leaves Global Crossing on top.
As for the question you asked: hypothetically speaking, if shareholders approve QWST's buyout of USW, couldn't USQwest potentially own a slice of global crossing (i.e., given USW is buying 9.5% ahead of the GBLX merger)? I will be looking into that, but i am pretty sure that owning 9.5% of a company that they back out of a merger with does not give them any rights to manage the company or access the network (see Bell South owning 10% of Qwest). There might be some terms in the $850 million merger break up fee that USW would have to pay to Global Crossing that might allow them to purchase some capasity, but will will have to look into that (and FRO break up fee) to figure out the details.
One thing for sure, i will not be buying QWST stock.
anyway, here is a very funny article (if you are not one of the blind few that still own QWST) written by a guy that i have some respect for. it is from thestreet.com
More on Qwest, This Time on a Personal Note By Jim Seymour Special to TheStreet.com 6/23/99 5:54 PM ET
What Qwest's Joe Nacchio really wants to say to U S West's Solomon Trujillo, the way Seymour sees it.
Dear Sol:
So how's it going over there at U S Worst? Oops, just kidding. I know, I know: You've improved your service a lot, I hear -- I mean, my phones at home here in Denver work OK, usually -- and that old joke isn't fair anymore. Margins? Well, heck, I'm sure you'll get them up, too, sometime. (Hey, maybe we could start something by calling Southwestern Bell "Southworstern Bell," from what I hear about their customers' unhappiness with them. Just kidding...)
Look, even though I said in my letter on Monday that I was sure your board would want to reconsider our offer, because it was five ways better than that cheesy one from Bob and those clowns at Global (GBLX:Nasdaq), I've been thinking about it some more.
I know your guys are worried about how our stock price has been dropping like a stone -- those New York analysts just don't get this one, and the online clowns have been even worse -- and so, yeah, I guess the offer doesn't look as rich as it did when we cooked it up, 10 points ago. (Hey, if you think your guys are upset, you oughta talk to mine! And Phil ... well, don't even mention Phil.)
Anyway, I've been thinking, and what I figure is this: Since our offer was already so much better than Global's, and the real synergy in this is so obvious -- you and I will be able to drive between our offices, just across town, instead of climbing on airplanes -- I figure I ought to give you even more of my stockholders' money than I offered before.
Sure, my holders already wind up with less than half of the new company you and I are gonna build here, and this'll be even worse for them, and yeah, they've taken a pretty good shellacking in the last week, but look -- they oughta be glad they got a double, or whatever it was, since they came in earlier this year. It'll fix 'em -- hoo boy, can you imagine how angry they're gonna be when they read about this?!? -- and maybe they'll learn some respect. I mean, I was at AT&T (T:NYSE) and everything.
And I mean, just because we said in our annual report this year -- some clown just sent me a copy, all marked up! -- that we had our agenda for the year pretty well set, and we understood the importance of build-out and aggressive leasing of all that glass wire we've been burying -- that doesn't mean I can't change, huh? Changing markets demand changing leaders -- well, maybe I didn't say that quite right (don't tell Phil I said that!), but you know what I mean. The hobgoblin of small minds and all that.
So look, lemme be specific. How about I jack my offer up to $69 in Qwest (QWST:Nasdaq) stock for every one of your U S West (USW:NYSE) shares, That's almost eight bucks a share more than Annunziata wants to give you, and heck -- it's a $12-a-share premium over what your stock closed at Tuesday night. Pretty good, huh?
And a collar? You want a collar? OK, I'll say this offer sticks as long as we trade between 30 1/2 and 43 1/2 between now and the time we close. You know what? If we slip below 30 1/2 before you and I get together over at the Fort for some buffalo burgers, I'll give your holders some more stock, maybe even some cash -- cash, Sol! -- to make up the difference. And hey, if we trade any higher than the top of this collar, forty-three bucks, I'll say right now that your U S West holders can have all that gravy. (Gotta say that my guys tell me that looks pretty unlikely, though, especially with this deal hanging out there!)
Sol, we gotta do this thing. Let's keep it all in the family -- or at least, all in Denver. Huh?
And one more thing, kinda personal: This stuff in your press release about you not being so sure about sharing co-CEO status with me after we put the companies together really hurt. Really hurt, Sol. After all we've meant to each other. Worries that I won't complete your agenda? Hey, why do you think I wanna do this deal, Sol? I mean, you're not getting any younger, and ... well, I shouldn't get into that.
But look, this co-stuff is working just fine for Reed and Weill, isn't it? I mean, John Reed gets to go travel around South America and all, and Sandy, well, Sandy just runs things for him. We could do the same, Sol. You ever been in Rio? Hot here in Denver right now, Sol, but cool in Rio. And the women! Meantime, I'll put some of my Qwest guys in there, and whoosh! nobody'll ever even THINK about saying "U S Worst" again
If you know what I mean.
Yrs, Joe
PS: I should tell you that I've also offered Joe up in Rochester a little bump, too, just so you don't read it in the papers first. Between you and me, though, my deal with you is the one really close to my heart, Sol.
PS2: I also wanted to say that if any of your reservations about this deal arise from not being invited to my son's graduation ... well, heck, look, I know I shouldn't have talked about that to the media. They blew it up into a big thing, blah-blah-blah. You know how important you are to me, Sol. And your company. Heck, if your feelings got hurt on this graduation thing, I'll just stage another graduation and you can come to that one. You can even bring your whole board if you want! And afterwards, I'm buying. So to speak. |