Telecommunications company Global Crossing Ltd. yesterday pulled its troubled deal to buy Frontier Corp. back from the brink with a sweetened stock offer.
The boards of both companies announced that two-year-old Global Crossing would now swap 2.05 of its shares for each share of Frontier, the Rochester, N.Y.-based long-distance company. At yesterday's stock prices, that would give the deal an equity value of about $10 billion.
Under a merger agreement approved in March by the two companies, Frontier shareholders were to receive between 1.1095 and 1.8229 Global Crossing shares for each Frontier share, depending on a formula involving average prices over a 30-day period.
Global Crossing had wowed Wall Street with an audacious plan to lay a network of undersea telecommunications cables, but it suffered a stock plunge during a recent takeover battle with Qwest Communications International Inc. for Frontier and "Baby Bell" US West Inc.
US West ultimately decided to merge with Qwest, leaving Global Crossing and Frontier to complete their original merger agreement. The higher rate of the new deal is intended to offset the drop in Global Crossing's stock price.
As part of the new deal, Frontier also agreed to waive its right to walk away from the agreement, regardless of further fluctuations in Global Crossing's stock price. Global Crossing also agreed to buy back up to $500 million worth of stock in the combined company in the six months after the closing of the merger, a move that would tend to strengthen the company's stock price.
The companies expect to complete the merger by the end of the month.
"Today clearly has removed the uncertainty about our companies joining together," Global Crossing chief executive Bob Annunziata said in an interview. "Both companies are very bullish on the strategic benefits of putting this deal together."
In the original deal, the two companies had agreed to a stock-price "collar" that ended the acquisition agreement if the price of Global Crossing shares fell or rose too far. In recent months, Global Crossing shares had slipped under the lower range of the collar, Annunziata said, and "that was the concern of our investors." The new deal strikes a fixed price; "we got rid of [the collar] because it made people nervous," Annunziata said.
The deal brings together two companies with very different corporate "footprints." Frontier has aggressively built an extensive fiber-optic network in the United States; Global Crossing has concentrated on cables that link continents. The combined entity will have 77,000 route miles in 20 countries.
Both companies were facing important deadlines related to the merger--previously scheduled shareholder meetings. Global Crossing shareholders will meet on Sept. 22 and Frontier shareholders on Sept. 23 to vote on the agreement.
Global Crossing closed yesterday at $22.43 3/4, down $1.56 1/4. Frontier ended the day at $41.75, down 50 cents.