Level 3 Picks Up Genuity

Level 3,
) has reached a definitive agreement with Genuity,
) to acquire substantially all of Genuity’s assets and operations
for $242 million, subject to adjustments.

Under the terms of the deal, which has the full support of Genuity’s
two largest creditors—the global consortium of banks that provided
Genuity with a line of credit and Verizon
that provided a separate line of credit—Level
3 will operate Genuity as a separate business unit.

Genuity filed voluntary petitions for reorganization under Chapter 11
of the Bankruptcy Code in order to facilitate the acquisition process.
Assuming approval of the company’s reorganization plan by the bankruptcy
court and the closing of the transaction, Genuity’s creditors will receive
the money Level 3 is paying for Genuity’s assets as well as an undisclosed
cash pay off on Genuity’s balance sheet after the close of the deal. With
more than $800 million in cash to fund the company’s operations, Genuity
will continue to operate its business and serve its customers without
interruption during the transitional period.

Level 3’s actions follow several months of negotiations with the group
of banks that provided Genuity’s $2 billion line of credit and Verizon
Communications, which lent Genuity $1.15 billion, on a restructuring of
the company’s debt. The negotiations followed Verizon’s decision on July
24, 2002 to relinquish its option to acquire a controlling interest in
Genuity. This resulted in a default for Genuity under its credit facilities
with the banks and Verizon. Genuity and its lenders subsequently agreed
on several standstills while continuing negotiations. Ultimately, Genuity’s
senior management and its Board of Directors determined that this acquisition
would ensure the continued integrity of its operations and provide the
best possible result for the company.

Genuity will maintain its headquarters in Woburn, Mass. and continue
to focus on delivering managed IP services for the enterprise market.
The addition of Genuity’s assets will enhance Level 3’s business service
portfolio as well as fill its fiber-fed pipe with traffic from Genuity’s
3,000-plus customers.

In addition to maintaining the Genuity brand, Level 3 will acquire Genuity’s
Tier 1 network, its operations and its customer base, including its domestic
contracts with America
Online, Inc.
and certain of its domestic contracts with Verizon, as
well as a significant portion of Genuity’s existing long-term operating
agreements. Verizon will also continue to resell Genuity’s services to
its enterprise customers.

Genuity Chairman and Chief Executive Officer Paul R. Gudonis said that
after Verizon bowed out of funding the company, it sought other financial

“Upon learning of Verizon’s decision to relinquish its right to reintegrate
Genuity, we sought a solution that would most benefit our creditors, our
customers and our employees,” Gudonis said.

James Q. Crowe, Level 3 chief executive officer, noted that Level 3 shares
a complimentary line of business with Genuity.

“There is a unique and compelling fit between Genuity and Level 3,” Crowe
said. “The transaction combines the assets and operations of Genuity,
the company that helped invent the Internet, with Level 3, the company
that built the first network fully optimized for Internet Protocol-based

Both companies are experienced providers of optical and IP-based services,
and both are Tier 1 Internet backbone providers. Genuity’s transport,
dedicated services and dial-up Internet access business accounts for more
than 80 percent the company’s revenue.

As a routine matter of the acquisition process, ongoing employee compensation
and benefit programs are being presented to the court for approval as
part of the company’s “first-day” motions. The company expects that the
court will approve these requests at its first-day hearing, thereby ensuring
that employees will be paid and that benefit programs will remain intact.

Vendors will be paid in the ordinary course for all goods furnished and
services rendered subsequent to the filing. This protection afforded to
vendors under the Bankruptcy Code, combined with the company’s cash position,
will ensure an uninterrupted flow of goods and services necessary to operate
Genuity’s business during this process.

In conjunction with the Chapter 11 filing and as required under Section
363 of the Code, Genuity also filed a motion for the establishment of
bidding procedures for an auction that allows other qualified bidders
to submit better offers for its assets. The company anticipates that the
acquisition will be completed in the first quarter of 2003, pending approval
of the bankruptcy court and certain government regulatory agencies.

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