To: Daskin who wrote (1136 ) 6/13/1999 7:16:00 PM From: Daskin Respond to of 15615
Qwest Offers to Buy U S West, Frontier for $66.4 Bln in Cash, Stock, Debt By Andrew Brooks Qwest Offers to Buy U S West, Frontier for $66.4 Bln (Update1) (Adds details about offers beginning in the 5th paragraph to the end of the story.) Denver, June 13 (Bloomberg) -- Qwest Communications International Inc., the No. 4 U.S. long-distance phone company, offered to acquire U S West Inc. and Frontier Corp. for $66.4 billion in cash, stock and assumed debt, in an attempt to break up the companies' agreements to sell to Global Crossing Ltd. Qwest made unsolicited offers of as much as 1.783 Qwest shares, or about $80, for each share of U S West; and $20 in cash and as much as 1.226 Qwest shares, for a total of about $75, for each Frontier share. Qwest, which would also assume about $11.4 billion in debt, said it will pay less if one of the companies doesn't accept the unsolicited offer. The offers are part of Qwest Chief Executive Joseph Nacchio's plan to build the upstart, which expects to complete its nationwide network this month, into one of the world's largest phone companies. Today's move pits Nacchio against Global Crossing Chief Executive Robert Annunziata, who is seeking the assets his two-year-old company needs to take on AT&T Corp. and MCI WorldCom Inc. ''With the proposed acquisitions of U S West and Frontier, we take the next logical step in accelerating our delivery of Internet-based, broadband communications services to customers,'' Nacchio said in a statement. Hamilton, Bermuda-based Global Crossing is building an undersea global phone network. Separate Offers Nacchio sent letters outlining Qwest's offers to U S West Chairman and Chief Executive Solomon Trujillo and Frontier President and CEO Joseph Clayton this morning. Qwest said the offers are separate and aren't dependent on both companies' acceptance, though the companies will get more if they come together. U S West provides local phones services in 14 Western states. If Frontier doesn't accept, Qwest will pay 1.738 Qwest shares, or about $78, for each share of U S West. If U S West doesn't accept, Frontier holders will still get $20 in cash but only 1.181 Qwest share for each share, or a total of about $73. Global Crossing agreed to buy Frontier in March and merge with U S West in May. Since the Global Crossing-U S West merger was announced, Global Crossing shares have dropped to 52 1/8 from 60 1/4. U S West has fallen to 53 1/8 from 58 1/4 over the same time. If U S West or Global Crossing backs out of the merger agreement, there is a $600 million breakup fee. In addition, U S West would have to pay another $250 million for services Global Crossing has provided, if it initiates the breakup. Qwest said the combined company would have about $22 billion in annual sales, 31 million customers and about 71,000 employees. The company would start with about $8 billion in annual cash flow -- earnings before interest, taxes, depreciation and amortization. Qwest said it expects annual sales growth of 15 to 17 percent and cash flow growth of about 20 percent. The company expects cost savings from combining the three companies' operations of about $14 billion through 2005. If the companies accept the offer, Qwest expects to complete the Frontier purchase in December and U S West in the middle of next year. The combinations would add to Qwest's per-share earnings immediately, Qwest said. Nacchio, who will be chairman and chief executive officer of the combined company, offered Trujillo a job as vice chairman and said Frontier's Clayton could sit on the board. Qwest shares rose 1 to 44 7/8 Friday. ©1999 Bloomberg L.P. All rights reserved.