General Stockholder Questions
How will the Amalgamation Transaction affect my Global Crossing stock?
Each outstanding share of Global Crossing common stock and preferred stock will be exchanged for 16 shares of Level 3 common stock. All Global Crossing shareholders will, therefore, become stockholders of Level 3.
What do I need to do to convert my Global Crossing shares into Level 3 shares? How many shares did I receive for my Global Crossing shares?
You are receiving 16 shares of Level 3 common stock for each share of Global Crossing common stock you owned as of October 3, 2011.
If you are a beneficial holder of GLBC stock – which means you hold your Global Crossing common stock in a brokerage account -- you do not have to do anything. Your GLBC shares will be automatically exchanged to LVLT shares at the 16 to 1 ratio. You may call your stockbroker if you have questions.
If you are a direct stockholder of record, you will receive a Letter of Transmittal explaining the steps you will have to complete to exchange your shares of Global Crossing common stock into shares of Level 3 common stock. Once a properly completed Letter of Transmittal is submitted, our transfer agent, Wells Fargo Shareowner Services, will issue your new LVLT shares into Direct Registration (book entry). No paper certificates will be issued. Wells Fargo may be reached at 1-800-468-9716 or 1-651-450-4064
Were fractional shares issued as a result of the transaction?
No fractional shares were issued as a result of the transaction.
What is my cost basis for the transaction?
Since the transaction was a tax-free, stock-for-stock transaction, your total cost or investment in your Global Crossing shares remains the total cost or investment basis for your Level 3 shares.
I didn't receive any stock certificates for my new Level 3 shares. Where are my shares?
Level 3 uses a Direct Registration System and does not issue new paper stock certificates. Through this system, your shares are registered electronically on the records of the corporation in an account maintained by Wells Fargo, Level 3's transfer agent. Your shares were credited to your account and you will receive a statement evidencing these shares. Wells Fargo may be reached at 1-800-468-9716 or 1-651-450-4064
Will there be a cash payment from Level 3? How much?
There will be no cash payment from Level 3. Each outstanding share of Global Crossing common stock will be exchanged for 16 shares of Level 3 common stock. All Global Crossing shareholders will, therefore, become stockholders of Level 3.
Did holders of Global Crossing's common and preferred stock prior to Global Crossing's 2002 bankruptcy receive any distribution following Global Crossing's emergence from Chapter 11?
No. Under the Plan of Reorganization, which became effective on December 9, 2003, existing common and preferred shareholders did not receive any distributions or participate in the new capital structure. As a result, the existing common and preferred shares were cancelled on December 9, 2003 and are deemed worthless.
Can shareholders of the former Global Crossing convert their shares into LVLT shares?
No. The previous common and preferred stock in the pre-bankruptcy Global Crossing have been cancelled. The new common stock was distributed to certain creditors of Global Crossing to satisfy their claims in accordance with the Plan of Reorganization. GLBC shares with CUSIP number is G3921A175 can be converted into LVLT shares.
How can I tell if I own shares of the cancelled pre-bankruptcy common stock or the new GLBC stock?
The cancelled common stock has a CUSIP number of G3921A100. The post-bankruptcy GLBC stock's CUSIP number is G3921A175.
Why didn't the holders of Global Crossing's former common and preferred stock receive any distribution following the Company's emergence from the Chapter 11?
Under U.S. federal bankruptcy law, holders of preferred and common stock of a company in Chapter 11 are the lowest in priority in bankruptcy and are after secured and general unsecured creditors in terms of their ability to receive a recovery on their claim. In Global Crossing's case, after satisfying creditor claims, there was no remaining value to distribute to previous shareholders.
What are the tax implications of owning cancelled shares?
Holders of the cancelled common and preferred stock should contact their financial advisor for more information about the tax implications.
What did Global Crossing's former creditors receive under its Plan of Reorganization?
In accordance with the Plan of Reorganization, Global Crossing's former creditors received a combination of cash and equity in the emerged company.
What is Level 3 Communications stock split history?
The company has declared two separate stock splits and one reverse stock split since 1997.
The first stock split was effective to stockholders of record as of December 26, 1997. This split took place while the stock was still registered as Kiewit Diversified, Inc. Class D Stock (ticker: KIWT Nasdaq OTC). Each Class D stockholder received five shares for each share held on the record date.
On July 20, 1998, the Board of Directors of Level 3 Communications declared a one-for-one stock split payable to stockholder of record as of July 30, 1998. The stock (LVLT) began trading on Nasdaq at the adjusted price for the dividend distribution on August 10, 1998.
On October 20, 2011, in conjunction with its listing on the NYSE, Level 3 implemented a 1-for-15 reverse stock split of its common stock. The reverse stock split automatically combined every 15 shares of issued and outstanding Level 3 common stock into one (1) share of Level 3 common stock without any change in the par value per share.
A $20 Re-organization fee was charged to my TD Ameritrade or E*Trade account statement. The fee was assessed for the recent reverse stock split. When contacted, TD Ameritrade & E*Trade, said it was not their fee but instead it was a fee from Level 3. Why should the stock holders have to pay a fee to cover the cost?
Level 3 nor our transfer agent are charging E*Trade, TD Ameritrade or any other brokers a re-organization fee.
Both E*Trade and TD Ameritrade charge service fees for reorganizations (i.e. reverse stock splits)
https://us.etrade.com/e/t/prospectestation/pricing?id=1206010000#AAF
http://www.tdameritrade.com/ratesfees.html#service
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