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I N D E X

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-174354

GRAPHIC   GRAPHIC

AMALGAMATION PROPOSED—YOUR VOTE IS VERY IMPORTANT

        Global Crossing Limited and Level 3 Communications, Inc. have entered into an Agreement and Plan of Amalgamation, dated as of April 10, 2011 (which, together with the Bermuda Amalgamation Agreement set forth on Exhibit A thereto, we refer to as the amalgamation agreement). Pursuant to the terms and subject to the conditions of the amalgamation agreement, a direct wholly owned subsidiary of Level 3 will amalgamate with Global Crossing (which we refer to as the amalgamation).

        Upon completion of the amalgamation, holders of Global Crossing common shares and shares of Global Crossing 2% cumulative senior convertible preferred stock (which we refer to as Global Crossing convertible preferred stock) (excluding shares held by dissenting shareholders, Level 3, Global Crossing and their respective subsidiaries) will receive 16 shares of Level 3 common stock for each Global Crossing common share or share of Global Crossing convertible preferred stock that they own, including the associated rights under the rights agreement entered into on April 10, 2011 by Level 3 with Wells Fargo Bank, N.A., as rights agent, and, in the case of holders of Global Crossing convertible preferred stock, an amount equal to the aggregate accrued and unpaid dividends thereon. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the amalgamation. Based on the closing price of Level 3 common stock on the NASDAQ Global Select Market on April 8, 2011, the last trading day before public announcement of the amalgamation, the exchange ratio represented approximately $23.04 in value for each Global Crossing common share or share of Global Crossing convertible preferred stock, as applicable. Based on the closing price of Level 3 common stock on June 16, 2011, the latest practicable trading day before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $34.56 in value for each Global Crossing common share or share of Global Crossing convertible preferred stock, as applicable. Level 3 stockholders will continue to own their existing Level 3 shares. Global Crossing common shares are currently traded on the NASDAQ Global Select Market under the symbol "GLBC," and Level 3 common stock is currently traded on the NASDAQ Global Select Market under the symbol "LVLT." We urge you to obtain current market quotations of Global Crossing common shares and Level 3 common stock.

        We intend for the amalgamation to qualify as a reorganization for U.S. federal income tax purposes. Accordingly, Global Crossing shareholders are not expected to recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Global Crossing common shares for shares of Level 3 common stock pursuant to the amalgamation.

        Based on the estimated number of shares of Global Crossing and Level 3 common stock that will be outstanding immediately prior to the closing of the amalgamation, we estimate (assuming no Global Crossing shareholders have exercised their statutory rights of appraisal) that, upon closing, existing Level 3 stockholders will own approximately 55.22% of Level 3 and former Global Crossing shareholders will own approximately 44.78% of Level 3.

        Global Crossing and Level 3 will each hold special meetings of their respective shareholders and stockholders in connection with the proposed amalgamation. At the special meeting of Global Crossing shareholders, Global Crossing shareholders will be asked to vote on the proposal to approve and adopt the amalgamation agreement and the amalgamation. In addition, Global Crossing will solicit shareholder approval, on an advisory (non-binding) basis, of the existing compensatory arrangements between Global Crossing and its named executive officers providing for "golden parachute" compensation in connection with the amalgamation (which we refer to as the "golden parachute" arrangements). The proposal to approve and adopt the amalgamation agreement and the amalgamation will be approved if approved by both (i) a majority of the votes cast at a meeting of the shareholders of Global Crossing at which a quorum is present, with the holders of Global Crossing common shares and shares of Global Crossing convertible preferred stock voting together as a single class (on an as-converted to Global Crossing common shares basis) and (ii) the affirmative consent of the holder(s)


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of the issued and outstanding shares of Global Crossing convertible preferred stock or the affirmative vote of such holder(s) at a meeting thereof at which a quorum is present. Approval of the amalgamation agreement and the amalgamation by the shareholders of Global Crossing is subject to a separate vote from the approval, on an advisory (non-binding) basis, of the "golden parachute" arrangements, which is not a condition to the completion of the amalgamation. Approval, on an advisory (non-binding) basis, of the "golden parachute" arrangements requires the affirmative vote of the majority of the votes cast at the Global Crossing special meeting at which a quorum is present, with the holders of Global Crossing common shares and Global Crossing convertible preferred stock voting together as a single class. At the special meeting of Level 3 stockholders, Level 3 stockholders will be asked to vote on the proposal to approve the issuance of shares of Level 3 common stock to Global Crossing shareholders pursuant to the amalgamation, as well as the proposal to approve an amendment to Level 3's Restated Certificate of Incorporation increasing the number of authorized shares of Level 3 common stock (which we refer to as the Level 3 charter amendment). The proposal to issue shares of Level 3 common stock will be approved if the holders of a majority of the outstanding shares of Level 3 capital stock present in person or represented by proxy at the Level 3 special meeting and entitled to vote on the proposal vote to approve the share issuance, and the proposal to approve the adoption of the Level 3 charter amendment will be approved if the holders of a majority of the outstanding shares of Level 3 vote to approve the Level 3 charter amendment.

        We cannot complete the amalgamation unless the shareholders of Global Crossing approve the proposals made by Global Crossing, other than the advisory (non-binding) proposal, and the stockholders of Level 3 approve all of the proposals made by Level 3 as described above. Whether or not you expect to attend either special meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Global Crossing or Level 3 special meeting, as applicable.

        The Global Crossing board of directors has unanimously approved the amalgamation agreement and determined that the amalgamation agreement and the transactions contemplated thereby, including the amalgamation, are advisable and in the best interests of Global Crossing and its shareholders. The Global Crossing board of directors unanimously recommends that the Global Crossing shareholders vote "FOR" the proposal to approve and adopt the amalgamation agreement and the amalgamation and "FOR" the proposal to approve, on an advisory basis, the compensation payable in connection with the amalgamation.

        The Level 3 board of directors has unanimously approved the amalgamation agreement and determined that the amalgamation agreement and the transactions contemplated thereby, including the adoption of the Level 3 charter amendment and the issuance of shares of Level 3 common stock to Global Crossing shareholders pursuant to the amalgamation are in the best interests of Level 3 and its stockholders. The Level 3 board of directors unanimously recommends that the Level 3 stockholders vote "FOR" the proposal to approve the issuance of shares of Level 3 common stock to Global Crossing shareholders pursuant to the amalgamation and "FOR" the proposal to approve the adoption of the Level 3 charter amendment.

        The obligations of Global Crossing and Level 3 to complete the amalgamation are subject to the satisfaction or waiver of certain conditions described in the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus also contains detailed information about Global Crossing, Level 3, the special meetings, the amalgamation agreement and the amalgamation. You should read this joint proxy statement/prospectus carefully and in its entirety before voting, including the section entitled "Risk Factors" beginning on page 41.


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        We look forward to the successful completion of the amalgamation.

Sincerely,

GRAPHIC

John J. Legere
Chief Executive Officer
Global Crossing Limited
  GRAPHIC

James Q. Crowe
Chief Executive Officer
Level 3 Communications, Inc.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        This joint proxy statement/prospectus is dated June 17, 2011 and is first being mailed to Global Crossing and Level 3 stockholders on or about June 21, 2011.


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GRAPHIC

Global Crossing Limited
Wessex House, 45 Reid Street
Hamilton, Bermuda
HM12
441-296-8600

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on August 4, 2011

To the Shareholders of Global Crossing Limited:

        We are pleased to invite you to attend the special meeting of shareholders of Global Crossing Limited (which we refer to as Global Crossing), a Bermuda company, which we will hold at Loews Regency Hotel, 540 Park Avenue, New York, New York, on August 4, 2011 at 10:00 a.m., local time to consider and vote on the following:

    a proposal to approve and adopt the Agreement and Plan of Amalgamation, dated April 10, 2011, by and among Level 3 Communications, Inc., a Delaware corporation (which we refer to as Level 3), Apollo Amalgamation Sub, Ltd., a Bermuda company and direct wholly owned subsidiary of Level 3, and Global Crossing, including the Bermuda Amalgamation Agreement set forth in Exhibit A thereto, (which we refer to collectively as the amalgamation agreement) and the amalgamation contemplated thereby, a copy of which is included as Annex A to the joint proxy statement/prospectus of which this notice forms a part;

    a proposal to adjourn the Global Crossing special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposal; and

    a proposal, on an advisory (non-binding) basis, to approve the compensation that may be paid or become payable to Global Crossing's named executive officers in connection with the amalgamation, and the agreements and understandings pursuant to which such compensation may be paid or become payable as described in the section entitled "The Amalgamation—Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation—Advisory Vote on Golden Parachutes."

        Global Crossing will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the special meeting.

        Completion of the amalgamation is conditioned on, among other things, approval of the amalgamation agreement.

        The Global Crossing board of directors has unanimously approved the amalgamation agreement and determined that the amalgamation agreement and the transactions contemplated thereby, including the amalgamation, are advisable and in the best interests of Global Crossing and its shareholders. The Global Crossing board of directors unanimously recommends that Global Crossing shareholders vote "FOR" the proposal to approve and adopt the amalgamation agreement and the amalgamation, "FOR" the proposal to adjourn the Global Crossing special meeting, if necessary, to solicit additional proxies and "FOR" the proposal to approve, on an advisory basis, the compensation payable in connection with the amalgamation.

        The Global Crossing board of directors has fixed the close of business on June 15, 2011 as the record date for determination of Global Crossing shareholders entitled to receive notice of, and to vote at, the Global Crossing special meeting or any adjournments or postponements thereof. Only holders of record of Global Crossing common shares and 2.0% cumulative senior convertible preferred stock (which we refer to as the Global Crossing convertible preferred stock) at the close of business on the


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record date are entitled to receive notice of, and to vote at, the Global Crossing special meeting. Approval and adoption of the amalgamation agreement and the amalgamation requires (i) the affirmative vote of the majority of the votes cast at the Global Crossing special meeting at which a quorum is present, with the holders of Global Crossing common shares and Global Crossing convertible preferred stock voting together as a single class (on an as-converted to Global Crossing common shares basis), and (ii) the affirmative consent of the holder(s) of the issued and outstanding shares of Global Crossing convertible preferred stock or the affirmative vote of such holder(s) at a meeting thereof at which a quorum is present. Approval, on an advisory (non-binding) basis, of the "golden parachute" arrangements requires the affirmative vote of the majority of the votes cast at the Global Crossing special meeting at which a quorum is present, with the holders of Global Crossing common shares and Global Crossing convertible preferred stock voting together as a single class. A list of the names of Global Crossing shareholders of record will be open for inspection at Global Crossing's registered office located at Wessex House, 1st Floor, 45 Reid Street, Hamilton HM12, Bermuda on business days for at least two hours during normal business hours, subject to such reasonable restrictions as the Global Crossing board of directors may impose. The Global Crossing shareholder list will also be available at the Global Crossing special meeting for examination by any shareholder present at such meeting.

        As of the record date, all 18 million shares of Global Crossing convertible preferred stock and 29,342,431 Global Crossing common shares were held by STT Crossing Ltd, an indirect subsidiary of Singapore Technologies Telemedia Pte Ltd (which we refer to as STT Crossing), representing approximately 59.79% of the shares eligible to vote at the Global Crossing special meeting. In connection with the amalgamation agreement, on April 10, 2011, STT Crossing (i) provided a written consent for Global Crossing to enter into the amalgamation agreement, subject to certain terms and conditions, and (ii) entered into a Voting Agreement with Level 3 (which we refer to as the voting agreement), pursuant to which it agreed, among other things, subject to certain limited exceptions as set forth in the voting agreement, to vote the shares of Global Crossing common shares and Global Crossing convertible preferred stock held by it in favor of the approval and adoption of the amalgamation agreement and the amalgamation. STT Crossing's ownership of the Global Crossing common shares and Global Crossing convertible preferred stock is sufficient to approve and adopt the amalgamation agreement and the amalgamation without the affirmative vote of any other shareholder of Global Crossing. The voting agreement is further described in the section entitled "STT Crossing Voting Agreement" beginning on page 133.

        Under Bermuda law, in the event of an amalgamation of a Bermuda company with another entity, any shareholder of the Bermuda company is entitled to receive fair value for his shares (determined on a stand-alone basis). For these purposes, Global Crossing's board of directors considers the fair value for each Global Crossing common share to be $14.80 per share, which was the closing price at which such shares traded on the NASDAQ Global Select Market on April 8, 2011, the trading day immediately prior to the public announcement of the amalgamation.

        Any Global Crossing shareholder who is not satisfied that he has been offered fair value for his Global Crossing common shares or shares of Global Crossing convertible preferred stock and whose shares are not voted in favor of the amalgamation agreement and the amalgamation may exercise his appraisal rights under Bermuda law to have the fair value of his shares appraised by the Supreme Court of Bermuda (which we refer to as the Court). Persons owning beneficial interests in Global Crossing common shares or shares of Global Crossing convertible preferred stock but who are not shareholders of record should note that only persons who are shareholders of record are entitled to make an application for appraisal. Any Global Crossing shareholder intending to exercise appraisal rights MUST file an application for appraisal of the fair value of his shares with the Court within ONE MONTH after the date of this notice of the Global Crossing special meeting.

        For your convenience, in addition to submitting a proxy to vote your shares by signing and returning the enclosed proxy card in the postage-paid envelope provided, we have also made telephone and internet voting available to you. Simply follow the instructions on the enclosed proxy. If your


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shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record that you must follow in order for your shares to be voted.

        The enclosed joint proxy statement/prospectus provides a detailed description of the amalgamation and the amalgamation agreement. We urge you to read this joint proxy statement/prospectus, including any documents incorporated by reference in the Annexes, carefully and in their entirety. If you have any questions concerning the amalgamation or this joint proxy statement/prospectus, would like additional copies or need help voting your shares of Global Crossing common shares, please contact Global Crossing's proxy solicitor:

Georgeson, Inc. 199 Water Street, 26th Floor
New York, New York 10038
(866) 482-4943

    By order of the Board of Directors of Global Crossing Limited,

 

 

Graphic

MITCHELL C. SUSSIS
Secretary, Senior Vice President & Deputy General Counsel

 

 

June 17, 2011

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GRAPHIC


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Level 3 Communications, Inc.:

        We are pleased to invite you to attend the special meeting of stockholders of Level 3 Communications, Inc. (which we refer to as Level 3) which will be held at the Level 3 Communications Headquarters, 1025 Eldorado Blvd., Broomfield, Colorado 80021, on August 4, 2011, at 9:00 a.m., local time, to consider and vote on the following:

    a proposal to approve the issuance of shares of Level 3 common stock to Global Crossing Limited (which we refer to as Global Crossing) shareholders (which we refer to as the Level 3 stock issuance) pursuant to the amalgamation as contemplated by the Agreement and Plan of Amalgamation, dated as of April 10, 2011, by and among Global Crossing, Level 3 and Apollo Amalgamation Sub, Ltd., a direct wholly owned subsidiary of Level 3 (which, together with the Bermuda Amalgamation Agreement set forth on Exhibit A thereto, we refer to as the amalgamation agreement), a copy of which is included as Annex A to the joint proxy statement/prospectus of which this notice forms a part;

    a proposal to approve the adoption of an amendment to Level 3's Restated Certificate of Incorporation increasing to 4.41 billion the number of authorized shares of Level 3's common stock (which we refer to as the Level 3 charter amendment); and

    a proposal to adjourn the Level 3 special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the foregoing proposals.

        Level 3 will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the special meeting.

        Completion of the amalgamation is conditioned on, among other things, approval of the Level 3 stock issuance and the adoption of the Level 3 charter amendment.

        The Level 3 board of directors has unanimously approved the amalgamation agreement and determined that the amalgamation agreement and the transactions contemplated thereby, including the Level 3 stock issuance and the Level 3 charter amendment, are in the best interests of Level 3 and its stockholders. The Level 3 board of directors unanimously recommends that Level 3 stockholders vote "FOR" the proposal to approve the Level 3 stock issuance, "FOR" the proposal to approve the adoption of the Level 3 charter amendment and "FOR" the proposal to adjourn the Level 3 special meeting, if necessary, to solicit additional proxies.

        The Level 3 board of directors has fixed the close of business on June 15, 2011 as the record date for determination of Level 3 stockholders entitled to receive notice of, and to vote at, the Level 3 special meeting or any adjournments or postponements thereof. Only Level 3 stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Level 3 special meeting. The Level 3 stock issuance requires the affirmative vote of holders of a majority of the outstanding shares of Level 3 common stock present in person or represented by proxy at the Level 3 special meeting and entitled to vote on the proposal. The Level 3 charter amendment requires the affirmative vote of the holders of a majority of the outstanding shares of Level 3 common stock. A list of the names of Level 3 stockholders of record will be available for ten days prior to the Level 3 special meeting for any purpose germane to the special meeting between the hours of 9:00 a.m. and 5:00 p.m., local time, at Level 3's headquarters, 1025 Eldorado Blvd., Broomfield, Colorado 80021. The


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Level 3 stockholder list will also be available at the Level 3 special meeting for examination by any stockholder present at such meeting.

        Your vote is very important. For your convenience, in addition to submitting a proxy to vote your shares by signing and returning the enclosed proxy card in the postage-paid envelope provided, we have also made telephone and internet voting available to you. Simply follow the instructions on the enclosed proxy. If your shares are held in a 401(k) plan or in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the plan trustee or administrator, or record holder, as appropriate.

        The enclosed joint proxy statement/prospectus provides a detailed description of the amalgamation and the amalgamation agreement as well as a description of the Level 3 common stock. We urge you to read this joint proxy statement/prospectus, including any documents incorporated by reference and the Annexes, carefully and in their entirety. If you have any questions concerning the amalgamation or this joint proxy statement/prospectus, would like additional copies or need help voting your shares of Level 3 common stock, please contact Level 3 Investor Relations:

Level 3 Communications, Inc.

1025 Eldorado Blvd.
Broomfield, Colorado 80021
(720) 888-1000
Attn: Investor Relations

    By Order of the Board of Directors of
Level 3 Communications, Inc.

 

 

Graphic

Walter Scott, Jr.
Chairman of the Board

Broomfield, Colorado
June 17, 2011


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REFERENCES TO ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates important business and financial information about Global Crossing and Level 3 from documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Global Crossing Limited
Wessex House
45 Reid Street Hamilton HM12 Bermuda
(800) 836-0342
Attn: Secretary
  Level 3 Communications, Inc.
1025 Eldorado Blvd.
Broomfield, Colorado
(720) 888-1000
Attn: John M. Ryan, Executive Vice President,
Chief Legal Officer and Assistant Secretary

        If you would like to request any documents, please do so by June 25, 2011 in order to receive them before the special meetings.

        For a more detailed description of the information incorporated by reference in this joint proxy statement/prospectus and how you may obtain it, see "Where You Can Find More Information" beginning on page 178.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (which we refer to as the SEC) by Level 3, constitutes a prospectus of Level 3 under the Securities Act of 1933, as amended (which we refer to as the Securities Act), with respect to the shares of Level 3 common stock to be issued to Global Crossing shareholders pursuant to the amalgamation. This joint proxy statement/prospectus also constitutes a joint proxy statement for both Global Crossing and Level 3 under the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act). It also constitutes a notice of meeting with respect to the special meeting of Level 3 stockholders and a notice of meeting with respect to the special meeting of Global Crossing shareholders.

        You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated June 17, 2011, and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint proxy statement/prospectus is only accurate as of the date of such information. Neither the mailing of this joint proxy statement/prospectus to Global Crossing shareholders or Level 3 stockholders nor the issuance by Level 3 of shares of common stock pursuant to the amalgamation will create any implication to the contrary.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Global Crossing has been provided by Global Crossing and information contained in this joint proxy statement/prospectus regarding Level 3 has been provided by Level 3.

        All references in this joint proxy statement/prospectus to "Global Crossing" refer to Global Crossing Limited, a Bermuda exempted limited liability company; all references in this joint proxy statement/prospectus to "Level 3" refer to Level 3 Communications, Inc., a Delaware corporation; all references to "Amalgamation Sub" refer to Apollo Amalgamation Sub, Ltd., a Bermuda exempted limited liability company and direct wholly owned subsidiary of Level 3 formed for the purpose of effecting the amalgamation; and, unless otherwise indicated or as the context requires, all references to the "amalgamation agreement" refer to the Agreement and Plan of Amalgamation, dated as of April 10, 2011, by and among Global Crossing, Level 3 and Amalgamation Sub, a copy of which is included as Annex A to this joint proxy statement/prospectus.


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TABLE OF CONTENTS

 
  Page

QUESTIONS AND ANSWERS

  1

SUMMARY

  12
 

The Companies

  12
 

Risk Factors

  13
 

The Amalgamation

  13
 

The Meetings

  26
 

Selected Historical Consolidated Financial Data

  29
 

Selected Unaudited Pro Forma Condensed Combined Financial Information of Global Crossing and Level 3

  36
 

Unaudited Comparative Per Share Data

  37

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

  39

RISK FACTORS

  41
 

Risk Factors Relating to the Amalgamation

  41
 

Risk Factors Relating to Level 3 Following the Amalgamation

  44
 

Other Risk Factors of Global Crossing and Level 3

  47

THE COMPANIES

  48

THE GLOBAL CROSSING SPECIAL MEETING

  49

THE LEVEL 3 SPECIAL MEETING

  54

THE AMALGAMATION

  57
 

Effects of the Amalgamation

  57
 

Background of the Amalgamation

  57
 

Global Crossing's Reasons for the Amalgamation; Recommendation of Global Crossing's Board of Directors

  66
 

Opinion of Global Crossing's Financial Advisor

  70
 

Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation

  79
 

Level 3's Reasons for the Amalgamation; Recommendation of Level 3's Board of Directors

  88
 

Opinion of Level 3's Financial Advisor

  90
 

Board of Directors and Management Following the Amalgamation

  100
 

Regulatory Clearances Required for the Amalgamation

  100
 

Exchange of Shares in the Amalgamation

  102
 

Treatment of Global Crossing Share Options and Other Stock Awards

  102
 

Dividend Policy

  103
 

Listing of Level 3 Common Stock

  104
 

Financing Related to the Amalgamation

  104
 

De-Listing and Deregistration of Global Crossing Shares

  105
 

Appraisal Rights

  105

THE AMALGAMATION AGREEMENT

  108
 

Terms of the Amalgamation; Amalgamation Consideration

  108
 

Completion of the Amalgamation

  109
 

Representations and Warranties

  109
 

Conduct of Business

  112
 

No Solicitation of Alternative Proposals

  115
 

Changes in Board Recommendations

  117
 

Efforts to Obtain Required Stockholder Votes

  118
 

Efforts to Complete the Amalgamation

  118
 

Governance Matters After the Amalgamation

  119
 

Employee Benefits Matters

  120

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  Page
 

Indemnification and Insurance

  121
 

Treatment of Global Crossing Share Options and Other Stock Awards

  122
 

Other Covenants and Agreements

  122
 

Conditions to Completion of the Amalgamation

  125
 

Termination of the Amalgamation Agreement

  127
 

Termination Fees and Expenses; Liability for Breach

  129
 

Amendments, Extensions and Waivers

  131
 

No Third Party Beneficiaries

  132
 

Specific Performance

  132

STT CROSSING VOTING AGREEMENT

  133

GLOBAL CROSSING RELATIONSHIP WITH STT CROSSING

  134

STOCKHOLDER AGREEMENT

  135

RIGHTS AGREEMENT

  137

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

  140

ACCOUNTING TREATMENT

  142

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

  142

COMPARATIVE STOCK PRICE DATA AND DIVIDENDS

  157
 

Stock Prices

  157
 

Dividends

  159

DIRECTORS AND OFFICERS OF LEVEL 3 FOLLOWING THE AMALGAMATION

  160

DESCRIPTION OF LEVEL 3 CAPITAL STOCK

  164
 

Authorized Capital Stock

  164
 

Common Stock

  164
 

Preferred Stock

  165
 

Stock Incentive and Other Compensation Plans

  165
 

Antitakeover Effects of Delaware Law and Level 3's Organizational Documents

  166

COMPARISON OF RIGHTS OF LEVEL 3 STOCKHOLDERS AND GLOBAL CROSSING SHAREHOLDERS

  167

APPRAISAL RIGHTS

  175

LEGAL MATTERS

  176

EXPERTS

  176

FUTURE STOCKHOLDER PROPOSALS

  177

HOUSEHOLDING OF JOINT PROXY STATEMENT/PROSPECTUS

  177

OTHER MATTERS

  178

WHERE YOU CAN FIND MORE INFORMATION

  178

ANNEX A Agreement and Plan of Amalgamation

   

ANNEX B Opinion of Goldman, Sachs & Co.

   

ANNEX C Opinion of Rothschild Inc.

   

ANNEX D STT Crossing Voting Agreement

   

ANNEX E Stockholder Agreement

   

ANNEX F Global Crossing Bye-laws

   

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QUESTIONS AND ANSWERS

        The following are some questions that you, as a shareholder of Global Crossing or a stockholder of Level 3, may have regarding the amalgamation, the Level 3 stock issuance, the Level 3 charter amendment and the other matters being considered at the special meetings and answers to those questions. Global Crossing and Level 3 urge you to carefully read the remainder of this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the amalgamation, the Level 3 stock issuance, the Level 3 charter amendment and the other matters being considered at the special meetings. Additional important information is also contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus.

Q:    Why am I receiving this joint proxy statement/prospectus?

A:
You are receiving this document because you were a shareholder of record of Global Crossing or Level 3 on the record date for the Global Crossing special meeting or the Level 3 special meeting, respectively. Global Crossing and Level 3 have agreed to an amalgamation of Global Crossing and Amalgamation Sub pursuant to the terms of the amalgamation agreement, including the related Bermuda Amalgamation Agreement set forth in Exhibit A thereto, that is described in this joint proxy statement/prospectus. A copy of the amalgamation agreement is included in this joint proxy statement/prospectus as Annex A.

    In order to complete the amalgamation, among other things:

    Global Crossing shareholders must approve and adopt the amalgamation agreement and the amalgamation; and

    Level 3 stockholders must approve the issuance of shares of Level 3 common stock to Global Crossing shareholders pursuant to the amalgamation and the adoption of the Level 3 charter amendment.

    Global Crossing and Level 3 will hold separate special meetings of their respective stockholders to obtain these approvals. In addition, Global Crossing will solicit shareholder approval, on an advisory (non-binding) basis, of the existing compensatory arrangements between Global Crossing and its named executive officers providing for "golden parachute" compensation in connection with the amalgamation (which we refer to as the "golden parachute" arrangements). Approval of the amalgamation agreement and the amalgamation by the shareholders of Global Crossing is subject to a separate vote from the approval, on an advisory (non-binding) basis, of the "golden parachute" arrangements, which is not a condition to the completion of the amalgamation. This joint proxy statement/prospectus, including its Annexes, contains and incorporates by reference important information about Level 3 and Global Crossing, the amalgamation, the Level 3 stock issuance, the Level 3 charter amendment and the stockholder and shareholder meetings of Level 3 and Global Crossing respectively. You should read all of the available information carefully and in its entirety. The enclosed proxy card and instructions allow you to vote your shares without attending the special meeting in person.

    Your vote is important. You are encouraged to vote as soon as possible.

Q:    What will I receive in the amalgamation?

A:
Global Crossing Shareholders: If the amalgamation is completed, (i) holders of Global Crossing common shares (excluding such shares held by dissenting shareholders who have requested fair value of such shares or exercised their statutory rights of appraisal, and excluding shares held by Level 3, Global Crossing and their respective subsidiaries) will receive 16 shares of Level 3 common stock, including the associated rights under the rights agreement entered into on April 10, 2011 by Level 3 with Wells Fargo Bank, N.A., as rights agent (which we refer to as the rights

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    agreement) for each Global Crossing common share (which rights, together with the 16 shares of Level 3 common stock, we refer to as the amalgamation consideration) and (ii) holders of each share of Global Crossing convertible preferred stock (on an as-converted to Global Crossing common shares basis and excluding such shares held by dissenting shareholders or shareholders who have exercised their statutory rights of appraisal, and excluding shares held by Level 3, Global Crossing and their respective subsidiaries) will receive the amalgamation consideration, plus an amount equal to the aggregate accrued and unpaid dividends thereon, at the effective time of the amalgamation. Global Crossing shareholders will not receive any fractional shares of Level 3 common stock in the amalgamation. Instead, Level 3 will issue one share of Level 3 common stock in lieu of any fractional shares of Level 3 common stock that a Global Crossing shareholder would otherwise have been entitled to receive.

    Level 3 Stockholders: Level 3 stockholders will not receive any amalgamation consideration and will continue to hold their shares of Level 3 common stock.

Q:    What is the value of the amalgamation consideration?

A:
Because Level 3 will issue 16 shares of Level 3 common stock in exchange for each Global Crossing common share and for each share of Global Crossing convertible preferred stock, the value of the amalgamation consideration that holders of Global Crossing common shares and holders of shares of Global Crossing convertible preferred stock (which holders we refer to, collectively, as Global Crossing shareholders) receive will depend on the price per share of Level 3 common stock at the effective time of the amalgamation. That price will not be known at the time of the special meetings and may be more or less than the current price or the price at the time of the special meetings. Based on the closing price of Level 3 common stock on the NASDAQ Global Select Market on April 8, 2011, the last trading day before public announcement of the amalgamation, the exchange ratio represented approximately $23.04 in value for each Global Crossing common share, which had a closing price of $14.80 per share on April 8, 2011. Based on the closing price of Level 3 common stock on June 16, 2011, the latest practicable trading day before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $34.56 in value for each Global Crossing common share, which had a closing price of $33.83 per share on June 16, 2011, the latest practicable trading day before the date of this joint proxy statement/prospectus.

    Additionally, the amalgamation consideration includes one preferred share purchase right (which we refer to as a preferred share purchase right) associated with each share of Level 3 common stock issued pursuant to the amalgamation agreement. From the date such preferred share purchase rights are issued, they will trade with, and will be inseparable from, the corresponding shares of Level 3 common stock until the preferred share purchase rights become exercisable. Level 3 entered into the rights agreement in an effort to deter acquisitions of Level 3 common stock that would potentially limit Level 3's ability to use its built-in losses and any resulting net operating loss "carryforwards" (which we refer to as NOL carryforwards or NOLs) for U.S. federal income tax purposes to reduce potential future U.S. federal income tax obligations, as described in more detail under the section entitled "Rights Agreement" beginning on page 137.

    Level 3 stockholders will continue to own their existing Level 3 shares. Level 3 common stock is currently traded on the NASDAQ Global Select Market under the symbol "LVLT," and Global Crossing common shares are currently traded on the NASDAQ Global Select Market under the symbol "GLBC." We urge you to obtain current market quotations of Level 3 common stock and Global Crossing common shares.

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Q:    Can I attend the special meeting and vote my shares in person?

A:
Yes. If you are a Global Crossing shareholder of record or Level 3 stockholder of record, you may vote your shares in person at the applicable meeting by completing a ballot at the meeting. Even if you currently plan to attend the meeting, it is recommended that you also submit your proxy as described above, so your vote will be counted if you later decide not to attend the meeting. If you submit your vote by proxy and later decide to vote in person at the meeting, the vote you submit at the meeting will override your proxy vote. If you are a "street name" holder (i.e. you hold the shares in the name of your brokerage firm or another nominee), you may vote your shares in person at the meeting only if you obtain and bring to the meeting a signed letter or other form of proxy from your broker, bank, trust company or other nominee giving you the right to vote the shares at the meeting.

Q:    How can I attend the meeting?

A:
Global Crossing Shareholders: All of Global Crossing's shareholders are invited to attend the Global Crossing special meeting. You may be asked to present valid photo identification, such as a driver's license or passport, before being admitted to the meeting. If you hold your shares in "street name", you also may be asked to present proof of ownership to be admitted to the meeting. A brokerage statement or letter from your broker, bank, trust company or other nominee proving ownership of the shares on June 15, 2011, the record date for the Global Crossing special meeting, are examples of proof of ownership.

    To help Global Crossing plan for the meeting, please indicate whether you expect to attend by responding affirmatively when prompted during internet or telephone voting or by marking the attendance box on the proxy card.

    Level 3 Stockholders: All of Level 3's stockholders are invited to attend the Level 3 special meeting. You may be asked to present valid photo identification, such as a driver's license or passport, before being admitted to the meeting. If you hold your shares in "street name," you also may be asked to present proof of ownership to be admitted to the meeting. A brokerage statement or letter from your broker, bank, trust company or other nominee proving ownership of the shares on June 15, 2011, the record date for the Level 3 special meeting, are examples of proof of ownership.

    To help Level 3 plan for the meeting, please indicate whether you expect to attend by responding affirmatively when prompted during internet or telephone voting or by marking the attendance box on the proxy card.

Q:    When and where will the special stockholders meetings be held?

A:
Global Crossing Shareholders: The special meeting of Global Crossing shareholders will be held at Loews Regency Hotel, 540 Park Avenue, New York, New York, on August 4, 2011, at 10:00 a.m., local time.

    Level 3 Stockholders: The special meeting of Level 3 stockholders will be held at the Level 3 Communications Headquarters, 1025 Eldorado Blvd., Broomfield, Colorado 80021, on August 4, 2011, at 9:00 a.m., local time.

Q:    Who is entitled to vote at the special stockholders meetings?

A:
Global Crossing Shareholders: The board of directors of Global Crossing has set June 15, 2011 as the record date for the Global Crossing special meeting. If you were a shareholder of record of (i) issued and outstanding Global Crossing common shares or (ii) issued and outstanding shares of Global Crossing convertible preferred stock at the close of business on June 15, 2011, you are

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    entitled to vote at the meeting. As of the record date, 61,184,796 of Global Crossing's common shares and 18 million shares of Global Crossing's convertible preferred stock were issued and outstanding.

    Level 3 Stockholders: The board of directors of Level 3 has set June 15, 2011 as the record date for the Level 3 special meeting. If you were a stockholder of record of outstanding shares of Level 3 common stock at the close of business on June 15, 2011, you are entitled to vote at the meeting. As of the record date, 1,704,954,595 shares of Level 3's common stock, representing all of Level 3's voting stock, were issued and outstanding and, therefore, eligible to vote at the meeting.

Q:    What constitutes a quorum at the special stockholders meetings?

A:
Global Crossing Shareholders: The presence in person or by proxy of at least two Global Crossing shareholders entitled to vote and holding Global Crossing shares representing more than 50% of the votes of all issued and outstanding Global Crossing common shares and shares of Global Crossing convertible preferred stock will constitute a quorum for the transaction of business at the Global Crossing special meeting.

    Level 3 Stockholders: Stockholders who hold shares representing at least a majority of the issued and outstanding shares entitled to vote at the Level 3 special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the Level 3 special meeting.

Q:    What does it mean if I receive more than one set of proxy materials?

A:
If you receive more than one set of proxy materials or multiple control numbers for use in submitting your proxy, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or voting instruction card you receive or, if you submit your proxy by internet or telephone, vote once for each card or control number you receive.

Q:    How do I vote if I am a shareholder/stockholder of record?

A:
Global Crossing Shareholders: If you are a shareholder of record of Global Crossing as of the close of business on the record date for the Global Crossing special meeting, you may vote in person by attending the Global Crossing special meeting or, to ensure your shares are represented at the Global Crossing special meeting, you may authorize a proxy to vote by:

accessing the internet site listed on the proxy card;

calling the toll-free number listed on the proxy card; or

signing the enclosed proxy card and returning it by mail.

    If you hold Global Crossing shares in "street name," you can vote your shares in the manner prescribed by your broker, bank, trust company or other nominee. Your broker, bank, trust company or other nominee has enclosed or otherwise provided a voting instruction card for you to use in directing such broker, bank, trust company or other nominee how to vote your shares. Without instructions from you, your broker, bank, trust company or other nominee cannot vote your shares, which will have the effect described below.

    Level 3 Stockholders: If you are a stockholder of record of Level 3 as of the close of business on the record date for the Level 3 special meeting, you may vote in person by attending the Level 3

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    special meeting or, to ensure your shares are represented at the Level 3 special meeting, you may authorize a proxy to vote by:

    accessing the internet site listed on the proxy card;

    calling the toll-free number listed on the proxy card; or

    signing the enclosed proxy card and returning it by mail.

    If you hold Level 3 shares in "street name," you can vote your shares in the manner prescribed by your broker, bank, trust company or other nominee. Your broker, bank, trust company or other nominee has enclosed or otherwise provided a voting instruction card for you to use in directing such broker, bank, trust company or other nominee how to vote your shares. Without instructions from you, your broker, bank, trust company or other nominee cannot vote your shares, which will have the effect described below.

Q:    What are my voting rights?

A:
Global Crossing Shareholders: Holders of Global Crossing common shares and shares of Global Crossing convertible preferred stock are entitled to one vote per share. As of the close of business on the record date for the Global Crossing special meeting, a total of 79,184,796 votes are entitled to be cast at the Global Crossing special meeting.

    Level 3 Stockholders: Holders of Level 3's common stock are entitled to one vote per share. As of the close of business on the record date for the Level 3 special meeting, a total of 1,704,954,595 votes are entitled to be cast at the Level 3 special meeting.

Q:    What vote is required to approve each proposal?

A:
Global Crossing Shareholders: Approval and adoption of the amalgamation agreement and approval of the amalgamation require both (i) the affirmative vote of a majority of the votes cast at a meeting of the shareholders of Global Crossing at which a quorum is present, with the holders of Global Crossing common shares and shares of Global Crossing convertible preferred stock voting together as a single class (on an as-converted to Global Crossing common shares basis) and (ii) the affirmative consent of the holder(s) of the issued and outstanding shares of Global Crossing convertible preferred stock or the affirmative vote of such holder(s) at a meeting thereof at which a quorum is present. Global Crossing's controlling shareholder, STT Crossing Ltd (which we refer to as STT Crossing), has entered into a voting agreement with Level 3 (which we refer to as the voting agreement), whereby STT Crossing has agreed, subject to certain conditions described in the voting agreement, to vote its Global Crossing common shares and shares of Global Crossing convertible preferred stock in favor of the amalgamation agreement and the amalgamation. STT Crossing's ownership of the Global Crossing common shares and Global Crossing convertible preferred stock is sufficient to approve and adopt the amalgamation agreement and the amalgamation without the affirmative vote of any other shareholder of Global Crossing. See the section below entitled "STT Crossing Voting Agreement" beginning on page 133. Approval, on an advisory basis, of the compensation that may be paid or become payable to Global Crossing's named executive officers in connection with the amalgamation, and the agreements and, understandings pursuant to which such compensation may be paid or become payable, as described in the section entitled "The Amalgamation—Interests of Global Crossing Directors, Non-Employee Members and Executive Officers in the Amalgamation—Advisory Vote on Golden Parachutes," requires the affirmative vote of the majority of the votes cast at the Global Crossing special meeting at which a quorum is present, with the holders of Global Crossing common shares and Global Crossing convertible preferred stock voting together as a single class.

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    Level 3 Stockholders: The Level 3 stock issuance requires the affirmative vote of holders of a majority of the outstanding shares of Level 3 common stock present in person or represented by proxy at the Level 3 special meeting and entitled to vote on the proposal. The Level 3 charter amendment requires the affirmative vote of holders of a majority of the issued and outstanding shares of Level 3 common stock.

Q:    How does the Global Crossing board of directors recommend that Global Crossing shareholders vote?

A:
The Global Crossing board of directors has unanimously determined that the amalgamation agreement and the transactions contemplated by the amalgamation agreement, including the amalgamation, are advisable and in the best interests of Global Crossing and its shareholders. The Global Crossing board of directors unanimously recommends that Global Crossing shareholders vote "FOR" the proposal to approve and adopt the amalgamation agreement and the amalgamation, "FOR" the proposal to adjourn the Global Crossing special meeting, if necessary, to solicit additional proxies, and "FOR" the proposal to approve, on an advisory basis, the compensation payable in connection with the amalgamation.

Q:    How does Level 3's board of directors recommend that Level 3 stockholders vote?

A:
The Level 3 board of directors has unanimously determined that the amalgamation agreement and the transactions contemplated by the amalgamation agreement, including the Level 3 stock issuance and the Level 3 charter amendment, are in the best interests of Level 3 and its stockholders. Level 3's board of directors unanimously recommends that Level 3 stockholders vote "FOR" the proposal to approve the Level 3 stock issuance, "FOR" the proposal to approve the adoption of the Level 3 charter amendment and "FOR" the proposal to adjourn the Level 3 special meeting, if necessary, to solicit additional proxies.

Q:    What is the difference between a stockholder of record and a "street name" holder?

A:
If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank, trust company or other nominee, then the broker, bank, trust company or other nominee is considered to be the stockholder of record with respect to those shares, while you are considered the beneficial owner of those shares. In the latter case, your shares are said to be held in "street name."

Q:    My shares are held in "street name" by my broker, bank or other nominee. Will my broker, bank or other nominee automatically vote my shares for me?

A:
No. Your broker cannot vote your shares on "non-routine" matters, as described below in the section titled "What will happen if I return my proxy card without indicating how to vote," without instructions from you. You should instruct your broker as to how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker. If you do not provide your broker with instructions and your broker submits an unvoted proxy, your shares will be counted for purposes of determining a quorum but they will not be voted on any proposal on which your broker, bank or other nominee does not have discretionary authority. This is often called a "broker non-vote." Please note that you may not vote shares held in "street name" by returning a proxy card directly to Global Crossing or Level 3 or by voting in person at your special meeting unless you first obtain a proxy from your broker, bank or other nominee.

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Q:    What will happen if I fail to vote or I abstain from voting?

A:
Global Crossing Shareholders: If you do not vote, your shares will not be counted in the necessary quorum to approve and adopt the amalgamation agreement and the amalgamation.

    You may vote "FOR," "AGAINST" or "ABSTAIN" on each of the proposals. An abstention and a broker non-vote will be counted for purposes of determining a quorum. However, if you are the stockholder of record, and you fail to vote by proxy or by ballot at the special meeting, your shares will not be counted for purposes of determining a quorum. Abstentions, failures to submit a proxy card or vote in person and broker non-votes will be treated in the following manner with respect to determining the votes received for each of the proposals:

    an abstention, failure to submit a proxy card or vote in person or a broker non-vote will not affect the passage of the proposals to approve and adopt the amalgamation agreement and the amalgamation, and, on an advisory basis, the compensation payable in connection with the amalgamation, although they will have the practical effect of reducing the number of affirmative votes required to achieve the required majority by reducing the total number of shares from which the majority is calculated; and

    an abstention, a failure to submit a proxy card or vote in person or a broker non-vote will have no effect on the proposal to approve any adjournment of the Global Crossing special meeting.

    Level 3 Stockholders: If you do not vote, it will be more difficult for Level 3 to obtain the necessary quorum to approve the Level 3 stock issuance and the Level 3 charter amendment, and obtain the necessary vote to approve the Level 3 charter amendment.

    You may vote "FOR," "AGAINST" or "ABSTAIN" on each of the proposals. An abstention and a broker non-vote will be counted for purposes of determining a quorum. However, if you are the stockholder of record, and you fail to vote by proxy or by ballot at the special meeting, your shares will not be counted for purposes of determining a quorum. Abstentions, failures to submit a proxy card or vote in person and broker non-votes will be treated in the following manner with respect to determining the votes received for each of the proposals:

    an abstention will have no effect on the proposal to approve the Level 3 stock issuance or the proposal to approve any adjournment of the Level 3 special meeting;

    a failure to submit a proxy card or vote in person or a broker non-vote will have no effect on the proposal to approve the Level 3 stock issuance and the proposal to approve any adjournment of the Level 3 special meeting;

    an abstention will be treated as a vote "AGAINST" the proposal to approve the adoption of the Level 3 charter amendment; and

    a failure to submit a proxy card or vote in person or a broker non-vote will be treated as a vote "AGAINST" the proposal to approve the adoption of the Level 3 charter amendment.

Q:    What will happen if I return my proxy card without indicating how to vote?

A:
Global Crossing Shareholders: If you are a shareholder of record and you submit your proxy by internet, telephone or mail but do not specify how you want to vote your shares on a particular proposal, Global Crossing will vote your shares:

FOR the proposal to approve and adopt the amalgamation agreement and the amalgamation;

FOR the proposal to approve any adjournment of the Global Crossing special meeting, if necessary, to solicit additional proxies; and

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    FOR the proposal to approve, on an advisory basis, the compensation payable in connection with the amalgamation.

    If you are a "street name" holder and fail to instruct the broker, bank, trust company or other nominee that is the stockholder of record how you want to vote your shares on a particular proposal, those shares are considered to be "uninstructed." Shareholders of record have the discretion to vote uninstructed shares on specified routine matters, but do not have the authority to vote uninstructed shares on non-routine matters, such as the proposal to approve and adopt the amalgamation agreement and the amalgamation and the proposal to adjourn the Global Crossing special meeting.

    Level 3 Stockholders: If you are a stockholder of record and you submit your proxy by internet, telephone or mail but do not specify how you want to vote your shares on a particular proposal, Level 3 will vote your shares:

    FOR the proposal to approve the Level 3 stock issuance;

    FOR the proposal to approve the adoption of the Level 3 charter amendment; and

    FOR the proposal to approve any adjournment of the Level 3 special meeting, if necessary, to solicit additional proxies.

    If you are a "street name" holder and fail to instruct the broker, bank, trust company or other nominee that is the stockholder of record how you want to vote your shares on a particular proposal, those shares are considered to be "uninstructed." Stockholders of record have the discretion to vote uninstructed shares on specified routine matters, but do not have the authority to vote uninstructed shares on non-routine matters, such as the proposals to approve the Level 3 stock issuance, the Level 3 charter amendment and, if necessary, to adjourn the Level 3 special meeting to solicit additional proxies.

Q:    Can I change my vote or revoke my proxy after I have returned a proxy or voting instruction card?

A:
Yes. If you are the holder of record of either Global Crossing common shares, shares of Global Crossing convertible preferred stock or Level 3 common stock, you can change your vote or revoke your proxy at any time before your proxy is voted at your special meeting. You can do this in one of four ways:

by submitting a later-dated proxy by internet or telephone before the deadline stated on the enclosed proxy card;

by submitting a later-dated proxy card;

by sending a written notice of revocation to the Corporate Secretary of Global Crossing or Level 3, as applicable, which must be received before the time of such special meeting; or

by voting in person at the special meeting.

    If you are a "street name" holder, please refer to the voting instructions provided to you by your broker, bank, trust company or other nominee.

    Any holder of Global Crossing common shares, shares of Global Crossing convertible preferred stock or Level 3 common stock entitled to vote in person at the Global Crossing or Level 3 special meeting, respectively, may vote in person regardless of whether a proxy has been previously given. Attendance at the Global Crossing special meeting by a Global Crossing shareholder who has previously submitted a proxy shall cause a revocation of such previously provided proxy. A Level 3

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    stockholder simply attending the Level 3 special meeting will not constitute revocation of a previously given proxy.

Q:    Who pays for the cost of proxy preparation and solicitation?

A:
In accordance with the terms of the amalgamation agreement, Global Crossing will bear the entire cost of proxy solicitation for the Global Crossing special meeting, Level 3 will bear the entire cost of proxy solicitation for the Level 3 special meeting, and Global Crossing and Level 3 will share equally all expenses incurred in connection with the filing of the registration statement of which this document forms a part with the SEC and the printing and mailing of this document.

Q:    Will Global Crossing be required to submit the amalgamation agreement to its shareholders even if Global Crossing's board of directors has withdrawn (or amended or modified in a manner adverse to Level 3) its recommendation?

A:
Yes, unless Global Crossing terminates the amalgamation agreement and concurrently enters into a definitive agreement with respect to a superior proposal (after complying with its obligations with respect to non-solicitation), pays Level 3 a termination fee of $50 million and reimburses Level 3 for certain expenses incurred. For more information regarding the ability of Global Crossing or Level 3 to terminate the amalgamation in accordance with these conditions, see the sections entitled "The Amalgamation Agreement—Termination of the Amalgamation Agreement" beginning on page 127 and "The Amalgamation Agreement—Termination Fees and Expenses; Liability for Breach," beginning on page 129.

Q:    Will Level 3 be required to submit the Level 3 stock issuance and the Level 3 charter amendment to its stockholders even if Level 3's board of directors has withdrawn (or amended or modified in a manner adverse to Global Crossing) its recommendation?

A:
Yes, unless Level 3 terminates the amalgamation agreement and concurrently enters into a definitive agreement with respect to a superior proposal (after complying with its obligations with respect to non-solicitation), pays Global Crossing a termination fee of $70 million and reimburses Global Crossing for certain expenses incurred. For more information regarding the ability of Level 3 or Global Crossing to terminate the amalgamation in accordance with these conditions, see the sections entitled "The Amalgamation Agreement—Termination of the Amalgamation Agreement" beginning on page 127 and "The Amalgamation Agreement—Termination Fees and Expenses; Liability for Breach," beginning on page 129.

Q:    What are the material U.S. federal income tax consequences of the amalgamation to U.S. holders of Global Crossing common shares?

A:
The amalgamation is intended to be treated for U.S. federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the Code). Assuming the amalgamation qualifies as a reorganization, a holder of Global Crossing common shares generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of the holder's Global Crossing common shares for shares of Level 3 common stock pursuant to the amalgamation. You should read the section titled "Material U.S. Federal Income Tax Consequences" beginning on page 140 for a more complete discussion of the U.S. federal income tax consequences of the amalgamation. Tax matters can be complicated, and the tax consequences of the amalgamation to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the amalgamation to you.

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Q:    When do you expect the amalgamation to be completed?

A:
Global Crossing and Level 3 hope to complete the amalgamation as soon as reasonably practicable and currently expect the closing of the amalgamation to occur before the end of calendar year 2011. However, the amalgamation is subject to various regulatory clearances and the satisfaction or waiver of other conditions, as described in the amalgamation agreement, and it is possible that factors outside the control of Global Crossing and Level 3 could result in the amalgamation being completed at an earlier time, a later time or not at all. There can be no assurances as to when or if the amalgamation will close.

Q:    Do I need to do anything with my shares of common stock other than voting for the proposals at the special meeting?

A:
Global Crossing Shareholders: If you are a Global Crossing shareholder, after the amalgamation is completed, each Global Crossing common share or share of Global Crossing convertible preferred stock you hold will be converted into the right to receive 16 shares of Level 3 common stock, and the associated rights under the rights agreement, together with an additional share of Level 3 common stock in lieu of any fractional shares, as applicable. You will receive instructions at that time regarding exchanging your shares for shares of Level 3 common stock. You do not need to take any action at this time. Please do not send your Global Crossing share certificates with your proxy card.

    Level 3 Stockholders: If you are a Level 3 stockholder, after the amalgamation is completed, you are not required to take any action with respect to your shares of Level 3 common stock.

Q:    Are shareholders entitled to appraisal rights?

A:
Holders of Global Crossing common shares and shares of Global Crossing convertible preferred stock who do not vote in favor of the amalgamation agreement and the amalgamation and who are not satisfied that they have been offered fair value for their Global Crossing common shares or shares of Global Crossing convertible preferred stock may exercise, within one month after the date of the giving of notice convening the Global Crossing special meeting, appraisal rights under Bermuda law to have the fair value of their Global Crossing common shares or shares of Global Crossing convertible preferred stock, as applicable, appraised by the Court subject to compliance with all of the required procedures, as described under "Appraisal Rights" below, beginning on page 175.

    The stockholders of Level 3 are not entitled to appraisal rights in connection with the amalgamation under Delaware law.

Q:    What happens if I sell my Global Crossing common shares or shares of Global Crossing convertible preferred stock before the Global Crossing special meeting?

A:
The record date for the Global Crossing special meeting is earlier than the date of the Global Crossing special meeting. If you transfer your Global Crossing shares after the Global Crossing record date but before the Global Crossing special meeting, you will retain your right to vote at the Global Crossing special meeting, but will have transferred the right to receive the amalgamation consideration in the amalgamation. In order to receive the amalgamation consideration, you must hold your shares through the effective date of the amalgamation.

Q:    What if I hold shares in both Global Crossing and Level 3?

A:
If you are a stockholder of both Global Crossing and Level 3, you will receive two separate packages of proxy materials. A vote cast as a Level 3 stockholder will not count as a vote cast as a

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    Global Crossing shareholder, and a vote cast as a Global Crossing shareholder will not count as a vote cast as a Level 3 stockholder. Therefore, please separately submit a proxy for each of your Global Crossing and Level 3 shares.

Q:    Why am I being asked to cast an advisory (non-binding) vote to approve the "golden parachute" arrangements?

A:
The SEC has recently adopted new rules that require Global Crossing to seek an advisory (non-binding) vote with respect to certain payments that could become payable to named executive officers in connection with the amalgamation.

Q:
What will happen if the shareholders of Global Crossing do not approve the "golden parachute" arrangements at the Global Crossing special meeting?

A:
Approval of the "golden parachute" arrangements is not a condition to the completion of the amalgamation. The vote with respect to the "golden parachute" arrangements is an advisory vote and will not be binding on either Global Crossing or Level 3. Therefore, if the other requisite stockholder approvals are obtained and the amalgamation is completed, the amounts payable under the "golden parachute" arrangements will still be paid to Global Crossing's named executive officers.

Q:    Who can help answer my questions?

A:
Level 3 stockholders or Global Crossing shareholders who have questions about the amalgamation, the other matters to be voted on at the special meetings, or how to submit a proxy or desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:



If you are a Level 3 stockholder:
Level 3 Communications, Inc.
1025 Eldorado Blvd.
Broomfield, Colorado 80021
(720) 888-1000
Attn: Investor Relations


 


If you are a Global Crossing shareholder:
Georgeson, Inc.
199 Water Street, 26th Floor
New York, New York 10038
(866) 482-4943
or
Global Crossing Limited
Wessex House
45 Reid Street
Hamilton HM12, Bermuda
(441) 296-8600
Attn: Investor Relations

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SUMMARY

        This summary highlights information contained elsewhere in this joint proxy statement/prospectus and may not contain all of the information that is important to you with respect to the amalgamation, the Level 3 stock issuance and the Level 3 charter amendment and the other matters being considered at the Global Crossing and Level 3 special stockholder meetings. Global Crossing and Level 3 urge you to read the remainder of this joint proxy statement/prospectus carefully, including the attached Annexes, and the other documents to which we have referred you. See also the section entitled "Where You Can Find More Information" beginning on page 178. We have included page references in this summary to direct you to a more complete description of the topics presented below where appropriate.


The Companies

Global Crossing Limited

        Global Crossing Limited, a Bermuda exempted limited liability company, is a global IP, Ethernet, data center and video solutions provider. Global Crossing offers a full range of data, voice, collaboration, broadcast and media services to enterprises (including approximately 40 percent of the Fortune 500), government departments and agencies, and 700 carriers, mobile operators and Internet services providers. It delivers converged IP services to more than 700 cities in more than 70 countries, and has 17 data centers in major business centers.

        Global Crossing's common shares are listed on the NASDAQ Global Select Market under the symbol "GLBC." The shares of Global Crossing convertible preferred stock, 100% of which are held by STT Crossing, are not publicly listed or traded.

        The registered office and principal executive offices of Global Crossing are located at Wessex House, 1st Floor, 45 Reid Street, Hamilton HM12, Bermuda and its telephone number is (441) 296-8600.

Level 3 Communications, Inc.

        Level 3 Communications, Inc. is a facilities-based provider (that is, a provider that owns or leases a substantial portion of the plant, property and equipment necessary to provide its services) of a broad range of integrated communications services. Level 3 has created its communications network generally by constructing its own assets, but also through a combination of purchasing and leasing from other companies and facilities. Level 3's network is an advanced, international, facilities-based communications network. Level 3 designed its network to provide communications services, which employ and take advantage of rapidly improving underlying optical, Internet Protocol, computing and storage technologies.

        Level 3's common stock is traded on the NASDAQ Global Select Market under the symbol "LVLT."

        The principal executive offices of Level 3 are located at 1025 Eldorado Blvd., Broomfield, Colorado 80021 and its telephone number is (720) 888-1000.

Apollo Amalgamation Sub, Ltd.

        Apollo Amalgamation Sub, Ltd., a direct wholly owned subsidiary of Level 3, is a Bermuda exempted limited liability company that was formed on April 1, 2011 for the sole purpose of effecting the amalgamation. In the amalgamation, Amalgamation Sub will be amalgamated with Global Crossing, with the amalgamated company continuing as the surviving company.

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Risk Factors

        In addition to other information included in and incorporated by reference into this document, including the matters addressed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements," you should carefully read and consider the risks related to completion of the amalgamation, the risks related to Level 3 following the amalgamation and the risks associated with each of the businesses of Global Crossing and Level 3, beginning on page 41, before deciding whether to vote for the proposals presented in this document. Some of the most important risks are summarized below.

Risks Related to the Amalgamation

    The amalgamation is subject to conditions, including certain conditions that may not be satisfied, and may not be completed on a timely basis, or at all. Failure to complete the amalgamation could have a material and adverse effect on Global Crossing and/or Level 3.

    The exchange ratio is fixed and will not be adjusted in the event of any change in either Level 3's or Global Crossing's stock price.

Risks Related to Level 3 Following the Amalgamation

    Although Global Crossing and Level 3 expect that Level 3's acquisition of Global Crossing will result in benefits to Level 3, Level 3 may not realize those benefits because of integration difficulties and other challenges.

    Current Level 3 stockholders and Global Crossing shareholders will have a reduced ownership and voting interest after the amalgamation and will exercise less influence over management.

    The market price of Level 3's common stock after the amalgamation will be affected by factors different from those currently affecting the market price of Global Crossing's common shares.

    The internal earnings estimates for Global Crossing and the unaudited pro forma financial data for Level 3 included in this joint proxy statement/prospectus are preliminary, and Level 3's actual financial position and operations after the amalgamation may differ materially from the unaudited pro forma financial data included in this joint proxy statement/prospectus.


The Amalgamation

        A copy of the amalgamation agreement is attached as Annex A to this joint proxy statement/prospectus. Global Crossing and Level 3 encourage you to read the entire amalgamation agreement carefully because it is the principal document governing the amalgamation, the Level 3 stock issuance and the Level 3 charter amendment. For more information on the amalgamation agreement, see the section entitled "The Amalgamation Agreement" beginning on page 108.

Effects of the Amalgamation (see page 57)

        Subject to the terms and conditions of the amalgamation agreement, at the effective time of the amalgamation, Amalgamation Sub, a newly formed subsidiary of Level 3, will be amalgamated with Global Crossing, Amalgamation Sub's and Global Crossing's separate legal existence will cease and the newly-created amalgamated company will continue as one company (which we refer to as the amalgamated company).

Terms of the Amalgamation; Amalgamation Consideration (see page 108)

        Global Crossing shareholders will have the right to receive 16 shares of Level 3 common stock for each Global Crossing common share and (on an as-converted to Global Crossing common shares basis)

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each share of Global Crossing convertible preferred stock they hold at the effective time of the amalgamation (which we refer to as the exchange ratio). The exchange ratio is fixed and will not be adjusted for changes in the market value of Global Crossing common shares or Level 3 common stock. As a result, the implied value of the consideration to Global Crossing shareholders will fluctuate between the date of this joint proxy statement/prospectus and the effective date of the amalgamation. Based on the closing price of Level 3 common stock on the NASDAQ Global Select Market on April 8, 2011, the last trading day before public announcement of the amalgamation, the exchange ratio represented approximately $23.04 in value for each Global Crossing common share or share of Global Crossing convertible preferred stock, as applicable. Based on the closing price of Level 3 common stock on the NASDAQ Global Select Market on June 16, 2011, the latest practicable trading day before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $34.56 in value for each Global Crossing common share or share of Global Crossing convertible preferred stock, as applicable. Global Crossing common shares had a closing price of $33.83 per share on June 16, 2011, the latest practicable trading day before the date of this joint proxy statement/prospectus.

Material U.S. Federal Income Tax Consequences (see page 140)

        As a condition to the completion of the amalgamation, each of Latham & Watkins LLP, counsel to Global Crossing, and Willkie Farr & Gallagher LLP, counsel to Level 3, will deliver an opinion, dated as of the closing date of the amalgamation, that the amalgamation will be treated for U.S. federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code. This condition may not be waived after receipt of the approval of the amalgamation by the stockholders of each of Level 3 and Global Crossing without further stockholder approval.

        The opinions regarding the amalgamation will not address any state, local or foreign tax consequences of the amalgamation. The opinions will be based on certain assumptions and representations as to factual matters from Global Crossing and Level 3, as well as opinions of Bermuda counsel and certain covenants and undertakings made by Global Crossing and Level 3 to each other. If any of the assumptions, representations, opinions of Bermuda counsel, covenants or undertakings is incorrect, incomplete, inaccurate or is violated, the validity of the conclusions reached by counsel in their opinions could be jeopardized and the tax consequences of the amalgamation could differ materially from those described in this joint proxy statement/prospectus. Neither Global Crossing nor Level 3 is currently aware of any facts or circumstances that would cause the assumptions, representations, covenants and undertakings to be incorrect, incomplete, inaccurate or violated.

        An opinion of counsel represents counsel's legal judgment but is not binding on the Internal Revenue Service (which we refer to as the IRS) or any court, so there can be no certainty that the IRS will not challenge the conclusions reflected in the opinions or that a court would not sustain such a challenge. Neither Global Crossing nor Level 3 intends to obtain a ruling from the IRS on the tax consequences of the amalgamation. If the IRS were to successfully challenge the "reorganization" status of the amalgamation, the tax consequences would be different from those set forth in this joint proxy statement/prospectus.

        In the event that the amalgamation is treated for U.S. federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code, each of Global Crossing and Level 3 will be a party to the reorganization within the meaning of Section 368(b) of the Code, and none of Global Crossing, Level 3 or Amalgamation Sub will recognize any gain or loss for U.S. federal income tax purposes as a result of the amalgamation.

        You should read the section titled "Material U.S. Federal Income Tax Consequences" beginning on page 140 for a more complete discussion of the U.S. federal income tax consequences of the amalgamation. Tax matters can be complicated, and the tax consequences of the amalgamation to you

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will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences to you of the amalgamation.

Recommendation of Global Crossing's Board of Directors (see page 66)

        After careful consideration, the Global Crossing board of directors unanimously approved the amalgamation agreement and determined that the amalgamation agreement and the transactions contemplated thereby, including the amalgamation, are advisable and in the best interests of Global Crossing and its shareholders. For more information regarding the factors considered by the Global Crossing board of directors in reaching its decision to approve and adopt the amalgamation agreement and the amalgamation, see the section entitled "The Amalgamation—Global Crossing's Reasons for the Amalgamation; Recommendation of Global Crossing's Board of Directors."

        In considering the recommendation of the Global Crossing board of directors with respect to the proposal to approve and adopt the amalgamation agreement and the amalgamation, you should be aware that the Global Crossing directors, non-employee members of the executive committee and executive officers have interests in the amalgamation that may be different from, or in addition to, yours. See the section entitled "The Amalgamation—Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation" beginning on page 79.

        The Global Crossing board of directors unanimously recommends that Global Crossing shareholders vote "FOR" the proposal to approve and adopt the amalgamation agreement and the amalgamation at the Global Crossing special meeting, "FOR" the proposal to adjourn the Global Crossing special meeting, if necessary, to solicit additional proxies and "FOR" the proposal to approve, on an advisory basis, the compensation payable in connection with the amalgamation.

Recommendation of Level 3's Board of Directors (see page 88)

        After careful consideration, the Level 3 board of directors unanimously approved the amalgamation agreement and determined that the amalgamation agreement and the transactions contemplated thereby, including the Level 3 stock issuance and the adoption of the Level 3 charter amendment, are in the best interests of Level 3 and its stockholders. For more information regarding the factors considered by the Level 3 board of directors in reaching its decision to approve the amalgamation agreement, to authorize the Level 3 stock issuance and to adopt the Level 3 charter amendment, see the section entitled "The Amalgamation—Level 3's Reasons for the Amalgamation; Recommendation of Level 3's Board of Directors." The Level 3 board of directors unanimously recommends that Level 3 stockholders vote "FOR" the proposal to approve the Level 3 stock issuance, "FOR" the proposal to approve the adoption of the Level 3 charter amendment, and "FOR" the proposal to adjourn the Level 3 special meeting, if necessary, to solicit additional proxies.

Opinion of Global Crossing's Financial Advisor (see page 70)

        In connection with the amalgamation, Goldman, Sachs & Co. (which we refer to as Goldman Sachs) delivered its opinion to the Global Crossing board of directors that, as of April 10, 2011, and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the amalgamation agreement was fair from a financial point of view to the holders (other than Level 3 and its affiliates) of the outstanding Global Crossing common shares.

        The full text of the written opinion of Goldman Sachs, dated April 10, 2011, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this joint proxy statement/prospectus. Goldman Sachs provided its opinion for the information and assistance of the board of directors of Global Crossing in connection with its consideration of the amalgamation. The Goldman Sachs opinion

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does not constitute a recommendation as to how any holder of Global Crossing's common shares should vote with respect to the amalgamation or any other matter.

        For a more complete description, see "The Amalgamation—Opinion of Global Crossing's Financial Advisor" beginning on page 70. See also Annex B to this joint proxy statement/prospectus.

Opinion of Level 3's Financial Advisor (see page 90)

        In connection with the amalgamation, the Level 3 board of directors received an opinion, dated April 9, 2011, from Level 3's financial advisor, Rothschild Inc. (which we refer to as Rothschild), to the effect that as of April 9, 2011, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Rothschild, the exchange ratio provided for in the amalgamation agreement was fair, from a financial point of view, to Level 3. The full text of Rothschild's opinion is attached as Annex C to this joint proxy statement/prospectus. The opinion outlines the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Rothschild in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Level 3's shareholders are urged to read the entire opinion carefully in connection with their consideration of the amalgamation. Rothschild's opinion speaks only as of the date of the opinion. The opinion was directed to Level 3's board and is directed only to the fairness to Level 3 of the exchange ratio from a financial point of view. Rothschild's opinion did not constitute a recommendation to Level 3's board of directors as to whether to approve the amalgamation or a recommendation to any shareholders of Level 3 or Global Crossing as to how to vote or otherwise act with respect to the amalgamation or any other matter, should the amalgamation or any other matter come to a vote of such shareholders.

        For a more complete description, see "The Amalgamation—Opinion of Level 3's Financial Advisor" beginning on page 90. See also Annex C to this joint proxy statement/prospectus.

Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation (see page 79)

        In considering the recommendation of the Global Crossing board of directors that you vote to approve and adopt the amalgamation agreement and the amalgamation, you should be aware that, aside from their interests as Global Crossing shareholders, Global Crossing's directors, non-employee members of the Executive Committee of the board of directors (which we refer to as the Executive Committee) and executive officers have interests in the amalgamation that are different from, or in addition to, those of other Global Crossing shareholders generally. The members of the Global Crossing board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the amalgamation agreement and the amalgamation, and in recommending to the Global Crossing shareholders that the amalgamation agreement and the amalgamation be adopted. Global Crossing's shareholders should take these interests into account in deciding whether to vote for the approval and adoption of the amalgamation agreement and the amalgamation. The interests of Global Crossing directors, non-employee members of the Executive Committee and executive officers in the amalgamation that are different from, or in addition to, those of other Global Crossing shareholders may include: (i) the accelerated vesting of Global Crossing restricted stock unit awards, in the case of all three groups, and performance-based restricted stock unit awards, in the case of executive officers, immediately upon consummation of the amalgamation; (ii) in the case of executive officers, the earning of prorated 2011 annual bonuses upon consummation of the amalgamation; (iii) in the case of executive officers, the receipt of certain severance payments and benefits upon certain terminations of employment following consummation of the amalgamation; and (iv) in the case of John J. Legere, Chief Executive Officer of Global Crossing (whom we refer to as Mr. Legere), the receipt of a gross-up payment to make him whole for any excise taxes imposed as a result of Section 280G of the Code on any compensation received by him. For a more complete

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description, see "The Amalgamation—Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation" beginning on page 79.

Board of Directors and Management Following the Amalgamation (see page 100)

        Effective as of the closing of the amalgamation, the board of directors of Level 3 will consist of the following 11 members: (i) Walter Scott, Jr. (Chairman), James Q. Crowe, Admiral James O. Ellis, Jr., Richard R. Jaros, Michael J. Mahoney, Charles C. Miller, III, John T. Reed and Dr. Albert C. Yates, each a director of Level 3 immediately prior to the amalgamation, and (ii) Archie Clemins, Peter Seah Lim Huat and Lee Theng Kiat, each designated by STT Crossing pursuant to the terms and conditions of the stockholder rights agreement (which we refer to as the stockholder agreement). See the section entitled "Stockholder Agreement" beginning on page 135 for a more complete description of the stockholder agreement.

        Upon completion of the amalgamation, the following executive officers will continue to serve as executive officers of Level 3: James Q. Crowe, Chief Executive Officer; Jeff K. Storey, President and Chief Operating Officer; Charles C. Miller, III, Executive Vice President and Vice Chairman; Sunit S. Patel, Executive Vice President and Chief Financial Officer; Thomas C. Stortz, Executive Vice President, Chief Administrative Officer and Secretary; and Eric J. Mortensen, Senior Vice President and Controller.

Regulatory Clearances Required for the Amalgamation (see page 100)

        Global Crossing and Level 3 have each agreed to use commercially reasonable efforts to obtain all regulatory approvals required to complete the transactions contemplated by the amalgamation agreement. These approvals include approval from or notices to the Department of Justice (which we refer to as the DOJ), the Federal Trade Commission (which we refer to as the FTC), the Federal Communications Commission (which we refer to as the FCC), the Committee on Foreign Investment in the United States (which we refer to as CFIUS) and various other federal, state and foreign regulatory authorities and self-regulatory organizations.

        Global Crossing and Level 3 have completed numerous applications and notifications to obtain the required regulatory approvals and are in the process of completing the remaining applications or notices. Although Global Crossing and Level 3 believe that all required regulatory approvals can be obtained, Global Crossing and Level 3 cannot be certain when or if these approvals will be obtained.

Treatment of Options to Purchase Global Crossing Shares and Other Share Awards (see page 102)

        Upon completion of the amalgamation, each then-outstanding and unexercised option to purchase Global Crossing common shares granted pursuant to any Global Crossing employee benefit plan or otherwise will be automatically exchanged for an option to purchase shares of Level 3 common stock. Each such resulting option to purchase shares of Level 3 common stock will be subject to, and remain exercisable in accordance with, the same terms and conditions as the corresponding option to purchase Global Crossing common shares that it replaces, except that (i) the exercise price will be divided by the exchange ratio, and (ii) the number of shares of Level 3 common stock subject to such resulting option to purchase shares of Level 3 common stock will be equal to the number of Global Crossing common shares subject to such replaced option to purchase Global Crossing common shares immediately prior to the completion of the amalgamation, multiplied by the exchange ratio. Any fractional shares of Level 3 common stock resulting from such multiplication will be rounded down to the nearest whole share and the exercise price of such resulting option to purchase shares of Level 3 common stock will be rounded up to the nearest whole cent.

        Additionally, upon completion of the amalgamation, each restricted stock unit and performance-based restricted stock unit covering Global Crossing common shares then-outstanding, under any

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Global Crossing employee benefit plan or otherwise, whether or not then-vested, will vest as of immediately prior to the completion of the amalgamation, except that the performance-based restricted stock units covering Global Crossing common shares will vest only to the extent provided in the applicable award agreements, and such vested restricted stock units and performance-based restricted stock units covering Global Crossing common shares will settle in accordance with the terms of the applicable award agreements; provided, that upon settlement each holder of a restricted stock unit or performance-based restricted stock unit covering Global Crossing common shares will receive, in lieu of Global Crossing common shares, a number of shares of Level 3 common stock equal to the number of Global Crossing common shares otherwise issuable upon settlement of such restricted stock unit or performance-based restricted stock unit covering Global Crossing common shares multiplied by the exchange ratio. Any fractional shares of Level 3 common stock resulting from such multiplication will be rounded down to the nearest whole share.

Financing Relating to the Amalgamation (see page 104)

        In order to consummate the amalgamation and to refinance certain existing indebtedness of Global Crossing, Level 3 has entered into a financing commitment letter, described below, pursuant to which the commitment parties (as defined below) have committed, subject to customary conditions, to underwrite senior credit facilities (which we refer to as the financing) to allow Level 3 to consummate the amalgamation and to refinance certain existing indebtedness of Global Crossing in connection with the consummation of the amalgamation.

        Level 3 entered into the financing commitment letter, as amended (which we refer to as the commitment letter), with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Trust Company Americas, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc., Credit Suisse AG and Credit Suisse Securities (USA) LLC (which we refer to as the commitment parties). The commitment letter provides for a senior secured term loan facility in an aggregate amount of $650 million. The commitment letter also provides for a $1.1 billion senior unsecured bridge facility, if up to $1.1 billion of senior notes or certain other securities are not issued by Level 3 Financing, Inc., a wholly owned subsidiary of Level 3 (which we refer to as Level 3 Financing), or Level 3 to finance the amalgamation on or prior to the closing of the amalgamation. The financing commitments of the commitment parties are subject to certain conditions set forth in the commitment letter. Level 3 has agreed under the amalgamation agreement to use commercially reasonable efforts to obtain the financing and Global Crossing has agreed under the amalgamation agreement to cooperate with Level 3's efforts to secure the financing.

        On June 9, 2011, Level 3 Escrow, Inc., a direct wholly owned subsidiary of Level 3 (which we refer to as Level 3 Escrow), issued $600 million aggregate principal amount of its 8.125% Senior Notes due 2019 (which we refer to as 8.125% Senior Notes). The 8.125% Senior Notes were priced to investors at 99.264% of their principal amount and will mature on July 1, 2019. The gross proceeds from the offering were deposited into a segregated escrow account, to remain in escrow until the date on which certain escrow conditions, including, but not limited to, the substantially concurrent consummation of the amalgamation and the assumption of the 8.125% Senior Notes by Level 3 Financing are satisfied. If the escrow conditions are not satisfied on or before April 10, 2012 (or any earlier date on which Level 3 determines that any of such escrow conditions cannot be satisfied), Level 3 Escrow will be required to redeem the 8.125% Senior Notes. Following the release of the escrowed funds in connection with the assumption of the 8.125% Senior Notes by Level 3 Financing, the net proceeds from the offering will be used to refinance certain existing indebtedness of Global Crossing, including fees and premiums, in connection with the closing of the amalgamation. The financing commitment under the unsecured portion of the bridge facility is reduced, dollar for dollar, by the amounts raised by Level 3 in its issuance of the 8.125% Senior Notes.

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Completion of the Amalgamation (see page 109)

        Global Crossing and Level 3 currently expect the closing of the amalgamation to occur before the end of calendar year 2011. However, the amalgamation is subject to various regulatory clearances and the satisfaction or waiver of other conditions as described in the amalgamation agreement, and it is possible that factors outside the control of Global Crossing and Level 3 could result in the amalgamation being completed at an earlier time, a later time or not at all.

No Solicitation of Alternative Proposals (see page 115)

        The amalgamation agreement precludes Global Crossing and Level 3 from soliciting or engaging in discussions or negotiations with a third party with respect to a proposal for a competing transaction, including the acquisition of a significant interest in Level 3's or Global Crossing's stock or assets. However, if Global Crossing or Level 3 receives an unsolicited proposal from a third party for a competing transaction that Level 3's or Global Crossing's board of directors, as applicable, among other things, determines in good faith constitutes, or would reasonably be expected to result in, a proposal that is superior to the transactions contemplated by the amalgamation agreement, Global Crossing or Level 3, as applicable, may furnish non-public information to and enter into discussions with, and only with, that third party regarding such competing transaction.

Conditions to Completion of the Amalgamation (see page 125)

        The obligations of each of Global Crossing, Level 3 and Amalgamation Sub to effect the amalgamation are subject to the satisfaction, or waiver, of the following conditions:

    the approval and adoption of the amalgamation agreement and approval of the amalgamation by (i) the affirmative vote of the majority of the votes cast at the Global Crossing special meeting at which a quorum is present, with the holders of Global Crossing common shares and convertible preferred stock voting together as a single class and (ii) the affirmative consent of the holder(s) of the issued and outstanding shares of Global Crossing convertible preferred stock or the affirmative vote of such holder(s) at a meeting thereof at which a quorum is present;

    the approval of the Level 3 stock issuance by holders of a majority of the outstanding shares of Level 3 common stock present in person or represented by proxy and entitled to vote thereon at the Level 3 special meeting, and the approval of the adoption of the Level 3 charter amendment by holders of a majority of the outstanding shares of Level 3 common stock;

    the absence of any order, injunction or regulation by a court or other governmental entity that makes illegal or prohibits the consummation of the amalgamation;

    the waiting period (and any extension thereof) applicable to the amalgamation under the antitrust laws of the United States, and of certain other jurisdictions, having expired or been earlier terminated;

    the requisite approvals from the FCC required to consummate the transactions having been obtained, and remaining in full force and effect;

    all consents required from certain other governmental entities having been obtained, and remaining in full force and effect;

    any review or investigation by CFIUS and other national security agencies having been favorably concluded;

    the Level 3 charter amendment having been duly filed with the Secretary of State of the State of Delaware;

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    the shares of Level 3 common stock to be issued to Global Crossing shareholders, and the shares of Level 3 common stock to be reserved for issuance upon the exercise of options to purchase shares of Level 3 common stock issued in exchange for options to purchase Global Crossing common shares pursuant to the amalgamation having been approved for quotation or listing on the NASDAQ Global Select Market; and

    the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part and the absence of a stop order or proceedings threatened or initiated by the SEC for that purpose.

        In addition, the obligations of Level 3 and Amalgamation Sub to effect the amalgamation are subject to the satisfaction, or waiver, of the following additional conditions:

    the representations and warranties of Global Crossing relating to capital structure and the requisite stockholder vote being true and correct in all respects (except, in the case of capital structure, where such inaccuracies are de minimis in the aggregate) as of the date of the amalgamation agreement and as of the date of the closing of the amalgamation (other than those representations and warranties that were made only as of an earlier date, which need only be true and correct as of that date);

    the representations and warranties of Global Crossing relating to the absence of certain changes and events being true and correct in all respects, as of the date of the amalgamation agreement and as of the date of the closing of the amalgamation (other than those representations and warranties that were made only as of an earlier date, which need only be true and correct as of that date);

    all other representations and warranties of Global Crossing set forth in the amalgamation agreement being true and correct both as of the date of the amalgamation agreement and as of the date of the closing of the amalgamation (other than those representations and warranties that were made only as of an earlier date, which need only be true and correct as of that date), other than where the failure of these representations and warranties to be true and correct (without giving effect to any materiality qualifications contained in such representations and warranties) does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Global Crossing;

    Global Crossing having performed or complied with, in all material respects, all of its agreements and covenants under the amalgamation agreement at or prior to the consummation of the amalgamation;

    Level 3's receipt of a certificate executed by an executive officer of Global Crossing certifying as to the satisfaction of the conditions described in the preceding four bullets;

    the non-occurrence of any event or development having a material adverse effect on Global Crossing since April 10, 2011; and

    Level 3's receipt of a written opinion from Willkie Farr & Gallagher LLP to the effect that the amalgamation will be treated as a "reorganization" within the meaning of Section 368(a) of the Code.

        In addition, the obligations of Global Crossing to effect the amalgamation are subject to the satisfaction, or waiver, of the following additional conditions:

    the representations and warranties of Level 3 relating to the requisite stockholder vote being true and correct in all respects;

    the representations and warranties of Level 3 and Amalgamation Sub relating to the absence of certain changes and events being true and correct in all respects, as of the date of the

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      amalgamation agreement and as of the date of the closing of the amalgamation (other than those representations and warranties that were made only as of an earlier date, which need only be true and correct as of that date);

    all other representations and warranties of Level 3 and Amalgamation Sub being true and correct both as of the date of the amalgamation agreement and as of the date of the closing of the amalgamation (other than those representations and warranties that were made only as of an earlier date, which need only be true and correct as of that date), other than where the failure of these representations and warranties to be true and correct (without giving effect to any materiality qualifications contained in such representations and warranties) does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Level 3;

    Level 3 having performed or complied with, in all material respects, all of its agreements and covenants under the amalgamation agreement at or prior to the consummation of the amalgamation;

    Global Crossing's receipt of a certificate executed by an executive officer of Level 3 certifying as to the satisfaction of the conditions described in the preceding four bullets;

    the non-occurrence of any event or development having a material adverse effect on Level 3 since April 10, 2011; and

    Global Crossing's receipt of a written opinion from Latham & Watkins LLP to the effect that the amalgamation will be treated as a "reorganization" within the meaning of Section 368(a) of the Code.

        Approval of the "golden parachute" arrangements described in this joint proxy statement/prospectus is not a condition to the completion of the amalgamation.

Termination of the Amalgamation Agreement (see page 127)

        The amalgamation agreement may be terminated at any time prior to the effective time of the amalgamation, and, except as described below, whether before or after the receipt of the required stockholder approvals, under the following circumstances:

    by mutual written consent of Global Crossing and Level 3;

    by either Global Crossing or Level 3:

    if the amalgamation is not consummated by April 10, 2012 (which we refer to as the termination date); provided, however, that this right to terminate the amalgamation agreement will not be available to any party whose failure to fulfill any obligation under the amalgamation agreement has been the primary cause of the failure to close by the termination date;

    if any governmental entity issues a final and nonappealable order, decree or ruling, or takes any other action permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the amalgamation or any other transaction contemplated by the amalgamation agreement, provided, that the party seeking to terminate pursuant to this right used its commercially reasonable efforts to remove such restraint or prohibition; and that this right to terminate the amalgamation agreement will not be available to any party whose breach of any provision of the amalgamation agreement results in the imposition of such order, decree or ruling, or the failure of such order, decree or ruling to be resisted, resolved or lifted;

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      if the Global Crossing shareholders fail to approve and adopt the amalgamation agreement and the amalgamation at the Global Crossing special meeting;

      if the Level 3 stockholders fail to approve the Level 3 stock issuance or the adoption of the Level 3 charter amendment at the Level 3 special meeting; or

      if, following the satisfaction of all mutual conditions to closing as well as those applicable to the terminating party (other than, in each case, those conditions that by their nature are to be satisfied at the closing, provided that such conditions are reasonably capable of being satisfied at the closing), Level 3 fails to obtain proceeds under the commitment letter (or any alternative financing arrangement(s)) sufficient to repay the debt of Global Crossing required to be repaid as a result of the amalgamation, by the end of a 20 consecutive business day marketing period (which we refer to as the marketing period);

    by Level 3 if (i) prior to the Global Crossing special meeting, the board of directors of Global Crossing withdraws or adversely changes its recommendation of the amalgamation agreement or the amalgamation or approves or recommends a superior proposal, (ii) Global Crossing fails to call or hold the Global Crossing special meeting or (iii) Global Crossing willfully and materially breaches any of its material obligations under the amalgamation agreement regarding third-party acquisition proposals as described under the section titled "The Amalgamation Agreement—No Solicitation of Alternative Proposals";

    by Global Crossing if (i) prior to the Level 3 special meeting, the board of directors of Level 3 withdraws or adversely changes its recommendation of the Level 3 stock issuance or the Level 3 charter amendment or approves or recommends a superior proposal, (ii) Level 3 fails to call or hold the Level 3 special meeting or (iii) Level 3 willfully and materially breaches any of its material obligations under the amalgamation agreement regarding third-party acquisition proposals as described under the section titled "The Amalgamation Agreement—No Solicitation of Alternative Proposals";

    by Global Crossing if, concurrently, it (i) enters into a definitive agreement with respect to a superior proposal after complying with its applicable obligations under the amalgamation agreement regarding third-party acquisition proposals as described under the section titled "The Amalgamation Agreement—No Solicitation of Alternative Proposals", (ii) pays Level 3 a termination fee of $50 million and (iii) reimburses Level 3 for certain expenses incurred in pursuing the amalgamation;

    by Level 3 if, concurrently, it (i) enters into a definitive agreement with respect to a superior proposal after complying with its applicable obligations under the amalgamation agreement regarding third-party acquisition proposals as described under the section titled "The Amalgamation Agreement—No Solicitation of Alternative Proposals", (ii) pays Global Crossing a termination fee of $70 million and (iii) reimburses Global Crossing and its affiliates for certain expenses incurred in pursuing the amalgamation;

    by Level 3 upon a breach of any representation, warranty, covenant or agreement on the part of Global Crossing contained in the amalgamation agreement such that the conditions to Level 3's obligations to complete the amalgamation would not be satisfied, generally subject to a 30-day cure period. However, Level 3 does not have this right to terminate the amalgamation agreement if it or Amalgamation Sub is then in material breach of any of its representations, warranties, covenants or agreements contained in the amalgamation agreement;

    by Global Crossing upon a breach of any representation, warranty, covenant or agreement on the part of Level 3 contained in the amalgamation agreement such that the conditions to Global Crossing's obligations to complete the amalgamation would not be satisfied, generally subject to a 30-day cure period. However, Global Crossing does not have this right to terminate the

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      amalgamation agreement if it is then in material breach of any of its representations, warranties, covenants or agreements contained in the amalgamation agreement;

    by (x) Global Crossing, following the satisfaction of all mutual conditions to the closing of the amalgamation and those applicable to Global Crossing (other than, in each case, those conditions that by their nature are to be satisfied at the closing, provided that such conditions are reasonably capable of being satisfied at the closing), or (y) Level 3, following the satisfaction of all mutual conditions to the closing of the amalgamation and those applicable to Level 3 (other than, in each case, those conditions that by their nature are to be satisfied at the closing, provided that such conditions are reasonably capable of being satisfied at the closing), if Level 3 fails to obtain proceeds under the commitment letter (or any alternative financing arrangement(s)) sufficient to repay the debt of Global Crossing required to be repaid as a result of the amalgamation, after the completion of the marketing period; and

    by Global Crossing, following the satisfaction of all mutual conditions to the closing of the amalgamation and those applicable to Global Crossing (other than, in each case, those conditions that by their nature are to be satisfied at the closing, provided that such conditions are reasonably capable of being satisfied at the closing), if Level 3 fails to obtain proceeds under the commitment letter (or any alternative financing arrangement(s)) sufficient to repay the debt of Global Crossing required to be repaid as a result of the amalgamation, by the end of the marketing period, and such failure was caused (i) by Level 3's willful and material breach of its obligations to obtain the financing or (ii) by a commitment party's willful and material breach of its obligations under the commitment letter or the definitive financing documents.

Termination Fees and Expenses (see page 129)

        Generally, all fees and expenses incurred in connection with the negotiation and completion of the transactions contemplated by the amalgamation agreement will be paid by the party incurring those expenses, subject to the specific exceptions discussed in the amalgamation agreement. Upon termination of the amalgamation agreement, Level 3 will be required to pay to Global Crossing a termination fee of $70 million in certain circumstances and, in certain other circumstances, $120 million (such as where, subject to certain conditions, the failure of Level 3 to obtain from the commitment parties proceeds sufficient to consummate the amalgamation and refinance Global Crossing's debt at the closing of the transaction is due to Level 3's willful and material breach of its obligations to obtain the financing) and, in some cases, expenses of Global Crossing and its affiliates up to $5 million (and, under certain circumstances, up to $10 million). Upon termination of the amalgamation agreement under qualifying circumstances, Global Crossing will be required to pay Level 3 a termination fee of $50 million. Additionally, upon termination of the amalgamation agreement under qualifying circumstances, Global Crossing will be required to reimburse Level 3 for up to $5 million of its expenses incurred in pursuing the amalgamation and, in certain circumstances, for additional expenses incurred by Level 3 in pursuing the financing. See the section titled "The Amalgamation Agreement—Termination Fees and Expenses; Liability for Breach" beginning on page 129 for a more complete discussion of the circumstances under which Global Crossing or Level 3 may be required to pay a termination fee and reimburse the other party for expenses incurred.

Accounting Treatment (see page 142)

        Level 3 prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (which we refer to as GAAP). The amalgamation will be accounted for by Level 3 using GAAP. Level 3 will allocate the purchase price to the fair value of Global Crossing's tangible and intangible assets and liabilities at the acquisition date, with the excess purchase price being recorded as goodwill.

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Appraisal Rights (see page 175)

        Under Bermuda law, in the event of an amalgamation of a Bermuda company with another company or corporation, any dissenting shareholder of the Bermuda company is entitled to receive fair value for its shares (determined on a stand-alone basis). For these purposes, Global Crossing has determined that the fair value of its common shares is $14.80 per share, which was the closing price at which such shares traded on the NASDAQ Global Select Market on April 8, 2011, the trading day immediately prior to the public announcement of the amalgamation. Global Crossing shareholders are entitled to appraisal rights in connection with the amalgamation. Persons owning beneficial interests in Global Crossing common shares or shares of Global Crossing convertible preferred stock but who are not shareholders of record should note that only persons who are shareholders of record are entitled to make an application for appraisal. See the section entitled "Appraisal Rights" beginning on page 175.

        Holders of Level 3 common stock are not entitled to appraisal rights in connection with the amalgamation.

Comparison of Stockholder Rights and Corporate Governance Matters (see page 167)

        Global Crossing shareholders receiving amalgamation consideration will have different rights once they become stockholders of Level 3 due to differences between the governing corporate documents of Global Crossing and the governing corporate documents of Level 3. These differences are described in detail under the section entitled "Comparison of Rights of Level 3 Stockholders and Global Crossing Shareholders" beginning on page 167.

Listing of Shares of Level 3 Common Stock; Delisting and Deregistration of Global Crossing Common Shares (see pages 104 and 105)

        It is a condition to the completion of the amalgamation that the shares of Level 3 common stock to be issued to Global Crossing shareholders pursuant to the amalgamation, as well as the shares of Level 3 common stock to be reserved for issuance upon the exercise of options to purchase shares of Level 3 common stock issued in exchange for options to purchase Global Crossing common shares, be authorized for listing on the NASDAQ Global Select Market (or any successor inter-dealer quotation system or stock exchange thereto) at the effective time of the amalgamation. Upon completion of the amalgamation, Global Crossing common shares currently listed on the NASDAQ Global Select Market will cease to be listed on the NASDAQ Global Select Market and will be subsequently deregistered under the Exchange Act.

STT Crossing Voting Agreement (see page 133)

        Global Crossing's controlling shareholder, STT Crossing, has entered into the voting agreement with Level 3 pursuant to which, among other things, STT Crossing agreed, subject to certain limited exceptions, to vote the Global Crossing common shares and shares of Global Crossing convertible preferred stock held by it in favor of the approval and adoption of the amalgamation and the amalgamation agreement and to restrict its ability to transfer, sell or otherwise dispose of, grant proxy to or permit the pledge of or any other encumbrance on such Global Crossing common shares or shares of Global Crossing convertible preferred stock. In the voting agreement, STT Crossing and Level 3 have agreed upon the types of actions that Level 3 and STT Crossing would be required to take, and the types of actions STT Crossing would not be required to take, in connection with obtaining certain regulatory and governmental approvals required under the amalgamation agreement. In the event that the amalgamation agreement is terminated, the voting agreement will also terminate. As of the close of business on the record date for the Global Crossing special meeting, the Global Crossing common shares and shares of Global Crossing convertible preferred stock held by STT Crossing represented, in the aggregate, approximately 59.79% of Global Crossing's voting shares (which

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amount includes 100% of the outstanding shares of Global Crossing convertible preferred stock). STT Crossing's ownership of the Global Crossing common shares and Global Crossing convertible preferred stock is sufficient to approve and adopt the amalgamation agreement and the amalgamation without the affirmative vote of any other shareholder of Global Crossing.

Global Crossing Relationship with STT Crossing (see page 134)

        Some members of Global Crossing's board of directors and Executive Committee are officers and directors of its controlling shareholder, STT Crossing, or its affiliates. See "Global Crossing Relationship with STT Crossing" on page 134.

Stockholder Agreement (see page 135)

        STT Crossing and Level 3 have entered into the stockholder agreement which becomes effective on closing of the amalgamation, and pursuant to which Level 3 has agreed, among other things, that upon closing of the amalgamation, Level 3's board of directors will appoint a specified number of directors designated by STT Crossing, determined as follows: if, at closing Level 3's board of directors consists of (i) 13 or fewer directors, STT Crossing will have the right to designate three designees, (ii) 14 through 16 directors, STT Crossing will have the right to designate four designees or (iii) 17 or more directors, STT Crossing will have the right to designate five designees. The stockholder agreement also provides that, following the closing of the amalgamation, STT Crossing will have the right to nominate the number of directors for Level 3's board of directors that is proportionate to its percentage ownership of Level 3 common stock. However, STT Crossing will have the right to nominate (i) at least two directors as long as STT Crossing owns at least 15% of the outstanding Level 3 common stock and (ii) at least one director as long as STT Crossing owns at least 10% of the outstanding Level 3 common stock.

        In addition, for a period beginning on the closing date of the amalgamation and ending on the earlier of (i) the time STT Crossing ceases to hold at least 10% of the total number of votes entitled to vote in the election of the members of the Level 3 board of directors and (ii) the date on which STT Crossing provides notice to Level 3 that it intends to terminate the stockholder agreement (which notice may not be given before the third anniversary of the closing date of the amalgamation) and provided that such notice shall not be effective unless prior to or concurrent with such notice, all STT Crossing designees on the Level 3 board of directors who are officers or employees of STT Crossing or its affiliates shall have offered their written resignation to the Level 3 board of directors, STT Crossing may not, without the prior written consent of the majority of the board of directors of Level 3 (excluding any STT Crossing designees), (i) acquire or publicly propose to acquire any of Level 3's material assets, seek to effect a business combination transaction, seek to have representatives elected to Level 3's board of directors (other than pursuant to the stockholder agreement) or solicit proxies for the purpose of seeking to control or influence Level 3's board of directors (other than pursuant to the stockholder agreement), or form a group in connection with any of the foregoing (other than a group consisting of STT Crossing and its affiliates) or (ii) acquire any shares of Level 3 common stock unless after giving effect to such acquisition STT Crossing would beneficially own less than 34.5% of the outstanding shares of Level 3 common stock. STT Crossing is also subject to certain other limitations on the acquisition and transfer of its shares of Level 3 common stock.

        Under the stockholder agreement, Level 3 grants STT Crossing certain registration rights and agrees to offer new equity interests in Level 3 to STT Crossing for the same price and on the same terms as such new equity interests are proposed to be offered to others. See the section entitled "Stockholder Agreement" beginning on page 135 for more information.

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Rights Agreement

        Level 3 entered into the rights agreement in an effort to deter acquisitions of Level 3 common stock that might limit Level 3's use of its NOLs or NOL carryforwards for U.S. federal income tax purposes to reduce potential future federal income tax obligations. As of December 31, 2010, Level 3 had a NOL carryforward for U.S. federal income tax purposes of approximately $5.9 billion. Level 3's ability to use its NOLs may be negatively affected if there is an "ownership change," as defined under Section 382 of the Code. In general, this would occur if certain ownership changes related to Level 3 common stock that is held by 5% or greater stockholders exceed 50%, measured over a rolling three-year period. Completion of the amalgamation would move Level 3 significantly closer to the 50% ownership change and increase the likelihood of a loss of Level 3's valuable NOLs.

        Under the rights agreement, from and after the record date of April 21, 2011 (which we refer to as the rights agreement record date), each share of Level 3 common stock will carry with it one preferred share purchase right until the date when the preferred share purchase rights become exercisable, or earlier expiration of the preferred share purchase rights. In general terms, the preferred share purchase rights will impose a significant penalty upon any person that, together with all affiliates and associates (as each such term is defined in the rights agreement) of such person, acquires 4.9% or more of the outstanding Level 3 common stock after April 10, 2011. See the section entitled "Rights Agreement" beginning on page 137.


The Meetings

The Global Crossing Special Meeting (see page 49)

        The special meeting of Global Crossing shareholders will be held at Loews Regency Hotel, 540 Park Avenue, New York, New York, on August 4, 2011 at 10:00 a.m., local time. The special meeting of Global Crossing shareholders is being held in order to consider and vote on:

    the proposal to approve and adopt the amalgamation agreement and the amalgamation;

    the proposal to adjourn the Global Crossing special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposal; and

    a proposal, on an advisory basis, to approve the compensation that may be paid or become payable to Global Crossing's named executive officers in connection with the amalgamation, and the agreements and understandings pursuant to which such compensation may be paid or become payable as described in the section entitled "The Amalgamation—Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation—Advisory Vote on Golden Parachutes."

        Completion of the amalgamation is conditioned, among other things, on the approval of the amalgamation agreement by Global Crossing shareholders.

        Only holders of record of Global Crossing common shares and Global Crossing convertible preferred stock at the close of business on June 15, 2011, the record date for the Global Crossing special meeting, are entitled to vote at the Global Crossing special meeting or any adjournments or postponements thereof. At the close of business on the record date, 61,184,796 Global Crossing common shares were issued and outstanding, and 18 million shares of Global Crossing convertible preferred stock were issued and outstanding. As of the record date, all 18 million shares of Global Crossing convertible preferred stock and 29,342,431 Global Crossing common shares were held by STT Crossing, representing approximately 59.79% of the shares eligible to vote at the Global Crossing special meeting. Shares of Global Crossing convertible preferred stock are convertible into Global Crossing common shares on a one-for-one basis, subject to adjustment in certain circumstances.

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        Under Global Crossing's bye-laws and the certificate of designations for the Global Crossing convertible preferred stock, each share of Global Crossing convertible preferred stock currently entitles the holder to one vote on all matters entitled to be voted on by holders of Global Crossing common shares, with the Global Crossing convertible preferred stock and common shares voting together as a single class. Each Global Crossing common share and share of Global Crossing convertible preferred stock will therefore be entitled to one vote on the proposal to adopt the amalgamation agreement, the proposal to adjourn the Global Crossing special meeting, if necessary, and the proposal to approve, on an advisory basis, the compensation payable in connection with the amalgamation, as set forth in this proxy.

        You may cast one vote for each Global Crossing common share that you own. The proposal to approve and adopt the amalgamation agreement and the amalgamation requires (i) the affirmative vote of the majority of the votes cast at the Global Crossing special meeting at which a quorum is present, with the holders of Global Crossing common shares and Global Crossing convertible preferred stock voting together as a single class (on an as-converted to Global Crossing common shares basis) and (ii) the affirmative consent of the holder(s) of the issued and outstanding shares of Global Crossing convertible preferred stock or the affirmative vote of such holder(s) at a meeting thereof at which a quorum is present. In connection with the amalgamation agreement, on April 10, 2011, STT Crossing entered into the voting agreement, pursuant to which it agreed, among other things, subject to certain limited exceptions as set forth in the voting agreement, to vote the Global Crossing common shares and the Global Crossing convertible preferred stock held by it in favor of the approval and adoption of the amalgamation agreement at the Global Crossing special meeting. The voting agreement is further described in the section entitled "STT Crossing Voting Agreement" beginning on page 133. If necessary to solicit additional proxies if there are not sufficient votes to approve the proposal to adopt the amalgamation agreement and the amalgamation at the Global Crossing special meeting, the Global Crossing shareholders, by a majority of the votes cast at the meeting, at which a quorum is present, by the holders of Global Crossing common shares and Global Crossing convertible preferred stock entitled to vote and present in person or by proxy may adjourn the meeting to another time or place without further notice unless the adjournment is for more than three months or if after the adjournment a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the Global Crossing special meeting.

        The adoption of the proposal to approve, on an advisory basis, compensation that may be paid or become payable to Global Crossing's named executive officers in connection with the amalgamation, and the agreements and understandings pursuant to which such compensation may be paid or become payable, as described in the section entitled "The Amalgamation—Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation—Advisory Vote on Golden Parachutes," requires the affirmative vote of the majority of the votes cast at the Global Crossing special meeting at which a quorum is present, with the holders of Global Crossing common shares and Global Crossing convertible preferred stock voting together as a single class.

The Level 3 Special Meeting (see page 54)

        The special meeting of Level 3 stockholders will be held at the Level 3 Communications Headquarters, 1025 Eldorado Blvd., Broomfield, Colorado 80021, on August 4, 2011, at 9:00 a.m., local time. The special meeting of Level 3 stockholders is being held to consider and vote on:

    the proposal to approve the Level 3 stock issuance;

    the proposal to approve the adoption of the Level 3 charter amendment; and

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    the proposal to adjourn the Level 3 special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the foregoing proposal.

        Completion of the amalgamation is conditioned on approval of both the Level 3 stock issuance and the adoption of the Level 3 charter amendment.

        Only holders of record of Level 3 common stock at the close of business on June 15, 2011, the record date for the Level 3 special meeting, are entitled to vote at the Level 3 special meeting or any adjournments or postponements thereof. At the close of business on the record date, 1,704,954,595 shares of Level 3 common stock were issued and outstanding.

        You may cast one vote for each share of Level 3 common stock you own. The proposal to approve the Level 3 stock issuance requires the affirmative vote of holders of a majority of the outstanding shares of Level 3 capital stock present in person or represented by proxy and entitled to vote on the proposal, and the proposal to approve the adoption of the Level 3 charter amendment requires the affirmative vote of holders of a majority of the outstanding shares of Level 3 capital stock. If necessary to solicit additional proxies if there are not sufficient votes to approve the Level 3 stock issuance or the adoption of the Level 3 charter amendment, the holders of a majority of the shares of Level 3 common stock entitled to vote and present in person or by proxy, whether or not a quorum is present, may adjourn the Level 3 special meeting to another time or place without further notice unless the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting shall be given to each Level 3 stockholder of record entitled to vote at the Level 3 special meeting.

Voting by Global Crossing and Level 3 Directors and Executive Officers (see pages 53 and 56)

        On the record date for the Global Crossing special meeting, the directors and executive officers of Global Crossing and their affiliates owned and were entitled to vote 1,098,262 Global Crossing common shares, representing 1.79% of the issued and outstanding Global Crossing common shares.

        On the record date for the Level 3 special meeting, the directors and executive officers of Level 3 and their affiliates owned and were entitled to vote 48,045,874 shares of Level 3's common stock, representing 2.82% of the outstanding Level 3 common stock.

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Selected Historical Consolidated Financial Data

Selected Consolidated Historical Financial Data of Global Crossing

        The following table presents Global Crossing's selected historical consolidated financial data as of and for the three months ended March 31, 2011 and 2010, and as of and for the years ended, December 31, 2010, 2009, 2008, 2007 and 2006. You should read this information in conjunction with Global Crossing's consolidated financial statements and related notes included in Global Crossing's Quarterly Report on Form 10-Q filed on May 6, 2011 and Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as amended by Form 10-K/A filed on February 28, 2011, which are incorporated by reference in this document and from which this information is derived. See the section titled "Where You Can Find More Information" beginning on page 178.

 
  Three Months
Ended March 31,
  Fiscal Year Ended December 31,  
 
  2011   2010   2010   2009   2008   2007   2006  
 
  (in millions, except share and per share information)
 

Statements of Operations data:

                                           
 

Revenue

  $ 661   $ 648   $ 2,609   $ 2,536   $ 2,599   $ 2,265   $ 1,871  
 

Cost of revenue

    (456 )   (455 )   (1,778 )   (1,766 )   (1,835 )   (1,728 )   (1,578 )
 

Selling, general and administrative expenses

    (121 )   (116 )   (431 )   (428 )   (491 )   (414 )   (342 )
 

Depreciation and amortization

    (80 )   (88 )   (337 )   (340 )   (326 )   (264 )   (163 )
 

Operating income (loss)

    4     (11 )   63     2     (53 )   (141 )   (212 )
 

Interest expense

    (45 )   (49 )   (191 )   (160 )   (176 )   (177 )   (110 )
 

Net gain on pre-confirmation contingencies

                    10     33     32  
 

Benefit (provision) for income taxes

    (10 )   (7 )   5     (1 )   (49 )   (63 )   (67 )
 

Net Loss

    (33 )   (119 )   (172 )   (141 )   (284 )   (312 )   (328 )
 

Loss applicable to common shareholders

    (34 )   (120 )   (176 )   (145 )   (288 )   (316 )   (331 )

Loss per common share, basic and diluted:

                                           
 

Loss Applicable to common shareholders, basic and diluted

  $ (0.56 ) $ (1.99 ) $ (2.91 ) $ (2.45 ) $ (5.16 ) $ (7.44 ) $ (10.62 )
                               
 

Shares used in computing basic and diluted loss per share

    60,755,348     60,267,487     60,418,995     59,290,355     55,771,867     42,461,853     31,153,152  
                               

 

 
  March 31,   December 31,  
 
  2011   2010   2010   2009   2008   2007   2006  
 
  (in millions)
 

Balance Sheet data:

                                           
 

Cash and cash equivalents

  $ 265   $ 359   $ 372   $ 477   $ 360   $ 397   $ 459  
 

Working capital deficit

    (260 )   (178 )   (222 )   (128 )   (153 )   (114 )   (99 )
 

Property and equipment, net

    1,189     1,229     1,179     1,280     1,300     1,467     1,132  
 

Goodwill and intangibles, net

    229     193     227     198     172     193     26  
 

Total assets

    2,261     2,343     2,310     2,488     2,349     2,666     2,054  
 

Short term and long term debt (including current portion)

    1,365     1,319     1,338     1,332     1,153     1,246     913  
 

Capital leases (including current portion)

    130     134     123     139     145     177     138  
 

Total shareholders' deficit

    (525 )   (449 )   (477 )   (360 )   (246 )   (35 )   (161 )

 

 
  Three Months
Ended March 31,
  Fiscal Year Ended December 31,  
 
  2011   2010   2010   2009   2008   2007   2006  
 
  (in millions)
 

Cash flow data:

                                           
 

Net cash provided by (used in) operating activities

  $ (57 ) $ (31 ) $ 183   $ 256   $ 203   $ (16 ) $ (70 )
 

Net cash used in investing activities

    (36 )   (39 )   (168 )   (168 )   (146 )   (330 )   (157 )
 

Net cash provided by (used in) financing activities

    (16 )   (20 )   (95 )   26     (75 )   283     455  
 

Effect of exchange rate changes on cash and cash equivalents

    2     (28 )   (25 )   3     (19 )   1     7  

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        In reading the above selected historical financial data, please note the following:

    On November 16, 2010, Global Crossing issued $150 million aggregate principal amount of 9% senior notes due November 15, 2019 (which we refer to as 9% Senior Notes) at an issue price of 100% of their par value. Global Crossing used the proceeds from the issuance of the 9% Senior Notes to: (i) redeem the 5% convertible senior notes due 2011 (which we refer to as 5% Convertible Notes) at an optional redemption price equal to 101% of their principal amount; and (ii) pay the estimated initial purchaser discounts, professional fees and other transaction fees and expenses in connection with the offering. Included in other income (expense), net in Global Crossing's consolidated statement of operations for 2010 is a charge of $6 million recorded in connection with the early extinguishment of the 5% Convertible Notes.

    On October 29, 2010, Global Crossing acquired 100% of the capital stock of Genesis Networks Inc. (which we refer to as Genesis Networks), a privately held company providing high performance rich media and video-based applications, serving many of the world's major broadcasters, producers and aggregators of specialized programming. Global Crossing paid a purchase price for Genesis Networks of approximately $8 million and repaid a portion of the debt and other liabilities assumed as part of the acquisition for total consideration including direct costs of $27 million. The Genesis Networks network connects 70 cities on five continents and links important international media centers through 225 on-net points. The acquisition of Genesis Networks will enable Global Crossing to provide value-added solutions to address specialized video transmission requirements across multiple industries. The results of Genesis Networks' operations are included in Global Crossing's consolidated financial statements commencing on October 29, 2010.

    Effective January 12, 2010, the Venezuelan government devalued the Venezuelan bolivar. The official rate increased from 2.15 Venezuelan bolivares to the U.S. Dollar to 4.30 for goods and services deemed "non-essential" and 2.60 for goods and services deemed "essential." This devaluation reduced Global Crossing's unrestricted cash and cash equivalents during the three months ended March 31, 2010 by approximately $27 million. Effective January 1, 2011, the Venezuelan government further increased the official rate for goods and services deemed "essential" to 4.30 Venezuelan bolivares to the U.S. Dollar. This change had no effect on the carrying value of Global Crossing's cash and cash equivalents.

    On September 22, 2009, Global Crossing issued $750 million in aggregate principal amount of 12% senior secured notes due 2015 (which we refer to as 12% Senior Secured Notes) at an issue price of 97.944% of their par value. Global Crossing used proceeds from the issuance of the 12% Senior Secured Notes to: (i) repay in full the loan outstanding under the Credit and Guaranty Agreement, dated as of May 9, 2007, among Global Crossing, certain of Global Crossing's subsidiaries, Goldman Sachs Partners L.P. and Credit Suisse Securities (USA) LLC (which we refer to as the Term Loan Agreement) together with a 1% prepayment penalty and unpaid interest to, but not including, the date of repayment (total cost of $348 million); (ii) purchase all of the 9.875% senior notes due February 15, 2017 of GC Impsat (which we refer to as the GC Impsat Notes) that were validly tendered in a tender offer for such notes, including a consent fee of 5% of the principal amount of those notes tendered by the early withdrawal date (total cost of $237 million); and (iii) pay the estimated initial purchaser discounts, professional fees and other transactions fees and expenses in connection with the offering. After these costs, the remaining $125 million was used for general corporate purposes. Included in other income (expense), net in Global Crossing's consolidated statement of operations is a charge of approximately $29 million recorded in connection with the early extinguishment of the GC Impsat Notes and the Term Loan Agreement.

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    On May 9, 2007, Global Crossing acquired IMPSAT Fiber Networks, Inc. (which we refer to as Impsat) for cash of $9.32 per share of Impsat common stock, representing a total equity value of approximately $95 million. The total purchase price including direct costs of acquisition was approximately $104 million. Impsat is a leading Latin American provider of IP, hosting and value-added data solutions. As a result of the acquisition, Global Crossing is able to provide greater breadth of services and coverage in the Latin American region and enhance its competitive position as a global service provider. The results of Impsat's operations have been included in Global Crossing's results commencing May 9, 2007. Due to the purchase, Global Crossing recorded a $27 million non-cash, non-taxable gain from the deemed settlement of pre-existing arrangements.

    On February 14, 2007, GC Impsat Holdings I Plc (which we refer to as GC Impsat), a wholly owned subsidiary, issued $225 million in aggregate principal amount of GC Impsat Notes. On May 9, 2007, Global Crossing entered into the Term Loan Agreement pursuant to which Global Crossing borrowed $250 million on that date and on June 1, 2007 amended the Term Loan Agreement to provide for the borrowing of an additional $100 million on that date. Also, in conjunction with the recapitalization pursuant to which Global Crossing entered into the Term Loan Agreement, on August 27, 2007, STT Crossing converted $250 million original principal amount of mandatorily convertible notes due December 2008 into approximately 16.58 million common shares. Global Crossing recorded a $30 million inducement fee related to the early conversion of STT Crossing debt to equity in other income (expense), net.

    During 2007, Global Crossing released a contingent liability and interest accrued on that liability as a result of a tax court dismissing the claim and recorded a $27 million net gain on settlement of pre-confirmation contingencies and an $8 million reduction in interest expense.

    On December 28, 2006, Global Crossing issued an additional 52 million pounds sterling aggregate principal amount of 11.75% pound sterling senior secured notes due 2014. The additional notes were issued at a premium of approximately 5 million pounds sterling which resulted in Global Crossing receiving gross proceeds, before underwriting fees, of approximately $111 million. The notes are additional notes issued under the original GCUK senior secured notes bond indenture dated December 23, 2004.

    In October 2006, Global Crossing acquired Fibernet Group Plc (which we refer to as Fibernet). The total purchase price including direct costs of the acquisition was approximately 52 million pounds sterling (approximately $97 million at the exchange rate at the closing date). Fibernet is a provider of specialist telecommunications services to large enterprises and other telecommunications and internet service companies primarily located in the United Kingdom and Germany. Fibernet's results of operations have been included in Global Crossing's results since October 11, 2006, the date Global Crossing took control of their operations.

    On May 30, 2006, Global Crossing made concurrent public offerings of 12 million common shares and $144 million aggregate principal amount of 5% Convertible Notes for total gross proceeds of $384 million.

    Restructuring plans resulting in employee terminations, closing of real estate facilities, and cancellation of contracts have resulted in significant restructuring charges (credits). Excluding those related to acquired businesses, which are included as liabilities assumed in Global Crossing's purchase price, Global Crossing has recorded restructuring charges (credits) of nil, $4 million, $3 million, $(30 million) and $(4 million) in the results from operations above in 2010, 2009, 2008, 2007 and 2006, respectively. These charges (credits) are included in selling, general and administrative expenses.

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Selected Consolidated Historical Financial Data of Level 3

        The following table presents Level 3's selected historical consolidated financial data as of March 31, 2011, and for the three months ended March 31, 2011 and 2010, and as of and for the years ended, December 31, 2010, 2009, 2008, 2007 and 2006. You should read this information in conjunction with Level 3's consolidated financial statements and related notes included in Level 3's Quarterly Report on Form 10-Q for the three months ended March 31, 2011 and Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which are incorporated by reference in this document and from which this information is derived. See the section titled "Where You Can Find More Information" beginning on page 178.

 
  Three Months
Ended March 31,
  Fiscal Year Ended(1)  
 
  2011   2010   2010   2009   2008   2007   2006  
 
  (dollars in millions, except per share amounts)
 

Results of Operations:

                                           
 

Revenue

  $ 929   $ 910   $ 3,651   $ 3,762   $ 4,301   $ 4,269   $ 3,378  
 

Loss from continuing operations(2)

    (205 )   (238 )   (622 )   (618 )   (318 )   (1,146 )   (812 )
 

Income from discontinued operations(3)

                            46  
 

Net loss

    (205 )   (238 )   (622 )   (618 )   (318 )   (1,146 )   (766 )

Per Common Share:

                                           
 

Loss from continuing operations(2)

    (0.12 )   (0.14 )   (0.37 )   (0.38 )   (0.20 )   (0.76 )   (0.81 )
 

Income from discontinued operations(3)

                            0.05  
 

Net loss

    (0.12 )   (0.14 )   (0.37 )   (0.38 )   (0.20 )   (0.76 )   (0.76 )
 

Dividends(4)

                             

Financial Position:

                                           
 

Total assets

    8,802           8,355     9,062     9,634     10,249     9,987  
 

Current portion of long-term debt(5)

    449           180     705     186     32     5  
 

Long-term debt, less current portion(5)

    6,618           6,268     5,755     6,245     6,631     7,122  
 

Stockholders' equity (deficit)(6)

    (265 )         (157 )   491     1,021     1,266     602  

(1)
The operating results of Software Spectrum, Inc. (which we refer to as Software Spectrum), which was sold in 2006, are included in discontinued operations for the period for which Level 3 owned Software Spectrum.

Level 3 purchased Progress Telecom, LLC (which we refer to as Progress Telecom) in March 2006; ICG Communications, Inc. (which we refer to as ICG Communications) in May 2006; TelCove, Inc. (which we refer to as TelCove) in July 2006 and Looking Glass Networks Holding Co., Inc. (which we refer to as Looking Glass) in August 2006. The Progress Telecom, ICG Communications, TelCove and Looking Glass results of operations and financial position are included in the consolidated financial statements from the respective dates of their acquisition. During 2006, Level 3 recorded revenue attributable to Progress Telecom of $49 million, ICG Communications of $46 million, TelCove of $166 million and Looking Glass of $33 million.

Level 3 purchased Broadwing Corporation (which we refer to as Broadwing) in January 2007, the Content Delivery Network services business of SAVVIS, Inc. (which we refer to as the CDN Business) also in January 2007 and Servecast Ltd. (which we refer to as Servecast) in July 2007. During 2007, Level 3 recorded revenue attributable to Broadwing of $946 million, the CDN Business of $17 million and Servecast of $3 million.

In June 2008, Level 3 completed the sale of its Vyvx advertising distribution business to DG FastChannel, Inc. and received gross proceeds at closing of approximately $129 million in cash. Net proceeds from the sale approximated $121 million after deducting transaction-related costs.

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    Revenue attributable to the Vyvx advertising distribution business totaled $15 million in 2008 through the date of sale, $36 million in 2007 and $35 million in 2006. The Vyvx businesses were acquired by Level 3 at the end of 2005 in the acquisition of WilTel Communications Group, LLC (which we refer to as WilTel).

(2)
In 2006, Level 3 recognized approximately $13 million of impairment and restructuring charges, and a loss on early extinguishment of debt of $83 million as a result of the amendment and restatement of its senior secured credit facility and certain debt exchanges and redemptions.

In 2007, Level 3 recognized approximately $12 million of impairment and restructuring charges, and a loss on the early extinguishment of debt of $427 million as a result of the refinancing of its senior secured credit agreement and certain debt exchanges, redemptions and repurchases. Level 3 also recognized a gain of $37 million on the sale of marketable equity securities and a tax benefit of $23 million related to certain state tax matters.

In 2008, Level 3 recognized approximately $25 million of impairment and restructuring charges, $36 million of induced debt conversion expenses, net, attributable to the exchange of certain of Level 3's convertible debt securities, a gain on the early extinguishment of debt of $125 million as a result of certain debt repurchases, and a $99 million gain on the sale of Level 3's Vyvx advertising distribution business and the sale of certain of its smaller long distance voice customer relationships. Level 3 also revised its estimates of the amounts and timing of its original estimate of undiscounted cash flows related to certain future asset retirement obligations in the fourth quarter of 2008. As a result, Level 3 reduced its asset retirement obligations liability by $103 million with an offsetting reduction to property, plant and equipment of $21 million, selling, general and administrative expenses of $86 million, depreciation and amortization of $11 million and an increase to goodwill of $15 million.

In 2009, Level 3 recognized a gain of approximately $14 million as a result of debt repurchases and exchanges of certain of Level 3 debt securities and $9 million of restructuring charges.

In the first quarter of 2010, Level 3 recognized a loss of approximately $54 million associated with the tender offer to repurchase Level 3's 12.25% Senior Notes due 2013. In the second quarter of 2010, Level 3 recognized a loss of $5 million as a result of the redemption of its 10% Convertible Senior Notes due 2011. Level 3 also recognized a $91 million benefit primarily related to the release of foreign deferred tax valuation allowances in the fourth quarter of 2010.

In the first quarter of 2011, Level 3 recognized a loss of $20 million as a result of the redemption of the 5.25% Convertible Senior Notes due 2011 and exchange of the 9% Convertible Senior Discount Notes due 2013. In addition Level 3 also recognized an income tax expense of $27 million in the first quarter of 2011, primarily related to deferred tax liabilities attributable to certain indefinite-lived intangible assets.

(3)
In 2006, Level 3 sold Software Spectrum and recognized a gain on the sale of $33 million. The income from the operations of Software Spectrum was $13 million for 2006.

(4)
Level 3's current dividend policy, in effect since April 1998, is to retain future earnings for use in Level 3's business. As a result, management does not anticipate paying cash dividends on shares of common stock in the foreseeable future. In addition, Level 3 is restricted under certain debt-related covenants from paying cash dividends on shares of its common stock.

(5)
In 2006, Level 3 received net proceeds of $142 million from the issuance by its wholly owned subsidiary of $150 million of Floating Rate Senior Notes due 2011, net proceeds of $538 million from the issuance of $550 million of 12.25% Senior Notes due 2013, net proceeds of $326 million from its issuance of $335 million of 3.5% Convertible Senior Notes due 2012 and net proceeds of $1.239 billion (excluding prepaid interest) from the issuance by its wholly owned subsidiary of

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    $1.250 billion of 9.25% Senior Notes due 2014. Also in 2006, Level 3 exchanged a portion of its outstanding 9.125% Senior Notes due 2008, 11% Senior Notes due 2008 and 10.5% Senior Discount Notes due 2008 for $46 million of cash and $692 million aggregate principal of new 11.5% Senior Notes due 2010. In addition, Level 3 redeemed the remaining outstanding 9.125% Senior Notes due 2008 totaling $398 million, 10.5% Senior Discount Notes due 2008 totaling $62 million and repurchased 99.3% of its wholly owned subsidiary's 10.75% Senior Notes due 2011 totaling $497 million.

    In 2007, Level 3 received net proceeds of $982 million from the issuance by its wholly owned subsidiary of 8.75% Senior Notes due 2017 and Floating Rate Senior Notes due 2015 and net proceeds of $1.382 billion for the refinancing of its senior secured credit agreement. In connection with the refinancing of the senior secured credit agreement, the borrower repaid its $730 million Senior Secured Term Loan due 2011. In 2007, Level 3 redeemed $488 million of its outstanding 12.875% Senior Notes due 2010, $96 million of outstanding 11.25% Senior Notes due 2010 and $138 million (€104 million) of outstanding 11.25% Senior Euro Notes due 2010. Also in 2007, Level 3's wholly owned subsidiary repurchased $144 million of its outstanding Floating Rate Senior Notes due 2011, and Level 3 repurchased $59 million of its outstanding 11% Senior Notes due 2008, $677 million of its outstanding 11.5% Senior Notes due 2010 and $61 million (€46 million) of its outstanding 10.75% Senior Euro Notes due 2008. Level 3 also completed the exchange of $605 million of its 10% Convertible Senior Notes due 2011 for a total of 197 million shares of common stock during 2007. Level 3 also converted or repurchased $180 million of Broadwing's outstanding 3.125% Convertible Senior Debentures due 2026 through the issuance of 17 million shares of common stock and the payment of $106 million in cash in 2007.

    In 2008, Level 3 received proceeds of $400 million from the issuance of its 15% Convertible Senior Notes due 2013. In connection with the issuance of the 15% Convertible Senior Notes due 2013, Level 3 completed tender offers and repurchased $163 million of its 2.875% Convertible Senior Notes due 2010, $173 million of its 6% Convertible Subordinated Notes due 2010 and $124 million of its 6% Convertible Subordinated Notes due 2009. In 2008, Level 3 completed exchanges with holders of various issues of its convertible debt in which Level 3 issued approximately 48 million shares of its common stock in exchange for $18 million of its 6% Convertible Subordinated Notes due 2009, $47 million of its 10% Convertible Senior Notes due 2011, $19 million of its 2.875% Convertible Senior Notes due 2010, $15 million of its 5.25% Convertible Senior Notes due 2011 and $9 million of its 3.5% Convertible Senior Notes due 2012. Also in 2008, Level 3 repurchased $39 million aggregate principal amount of its 6% Convertible Subordinated Notes due 2009 and $32 million aggregate principal amount of its 6% Convertible Subordinated Notes due 2010. Level 3 also repaid at maturity the remaining $20 million of its outstanding 11% Senior Notes due 2008 and approximately $6 million (€4 million) of its outstanding 10.75% Senior Euro Notes due 2008.

    In 2009, Level 3 received net proceeds of $274 million as a result of amending and restating its existing senior secured credit facility to increase the borrowings through the creation of a $280 million Tranche B Term Loan. Level 3 exchanged $142 million of its 6% Convertible Subordinated Notes due 2010 and $140 million of its 2.875% Convertible Senior Notes due 2010 for $200 million of 7% Convertible Senior Notes due 2015 and $78 million of cash. In 2009, Level 3 received net proceeds of $274 million from the issuance of its 7% Convertible Senior Notes due 2015, Series B. Also in 2009, Level 3 repurchased $126 million aggregate principal amount of its 6% Convertible Subordinated Notes due 2009, $55 million aggregate principal amount of its 6% Convertible Subordinated Notes due 2010, $13 million aggregate principal amount of its 2.875% Convertible Senior Notes due 2010, $131 million aggregate principal amount of its 5.25% Convertible Senior Notes due 2011, $56 million aggregate principal amount of its 10% Convertible Senior Notes due 2011, and $31 million aggregate principal amount of its 3.5%

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    Convertible Senior Notes due 2012. Level 3 also redeemed the remaining $13 million of its 11.5% Senior Notes due 2010, repurchased the remaining $6 million aggregate principal amount of its Floating Rate Notes due 2011 and repaid at maturity the remaining $55 million of its outstanding 6% Convertible Subordinated Notes due 2009.

    Level 3 received net proceeds of $613 million in the first quarter of 2010 from the issuance of its 10% Senior Notes due 2018 and net proceeds of $195 million in the second half of 2010 from the issuance of its 6.5% Convertible Senior Notes due 2016. In connection with the issuance of its 10% Senior Notes due 2018, Level 3 repurchased $550 million of the total outstanding 12.25% Senior Notes due 2013 primarily through a tender offer. In addition, during first quarter 2010, Level 3 redeemed $3 million of its 5.25% Convertible Senior Notes due 2011, the remaining $3 million of its 10.75% Senior Notes due 2011, and $2 million of its 2.875% Convertible Senior Notes due 2010. In the second quarter of 2010, Level 3 redeemed all of the outstanding $172 million aggregate principal amount of its 10% Convertible Senior Notes due 2011. Upon maturity, Level 3 repaid the remaining $111 million of its 6% Convertible Subordinated Notes due 2010 and the remaining $38 million of its 2.875% Convertible Senior Notes due 2010.

    In the first quarter of 2011, Level 3 issued $605 million of 11.875% Senior Notes due 2019 in two separate transactions, as well as $500 million of its 9.375% Senior Notes due 2019. Proceeds from the first 11.875% Senior Note offering were used to redeem $196 million of 5.25% Convertible Senior Notes. In the second offering, Level 3 exchanged the 11.875% Senior Notes for $295 million of the 9% Convertible Senior Discount Notes that were previously outstanding.

(6)
In 2006, Level 3 issued approximately 125 million shares of common stock in a public offering, valued at approximately $543 million.

In 2006, Level 3 issued 20 million shares of common stock, valued at approximately $66 million, as the stock portion of the purchase price paid to acquire Progress Telecom; 26 million shares of common stock, valued at approximately $131 million, as the stock portion of the purchase price paid to acquire ICG Communications; 150 million shares of common stock, valued at approximately $623 million, as the stock portion of the purchase price paid to acquire TelCove; and 21 million shares of common stock, valued at approximately $84 million, as the stock portion of the purchase price paid to acquire Looking Glass.

In 2007, Level 3 issued 197 million shares of common stock in exchange for $605 million of its 10% Convertible Senior Notes due 2011. Level 3 also issued 123 million shares of common stock, valued at approximately $688 million, as the stock portion of the purchase price to acquire Broadwing. Also in 2007, Level 3 issued 17 million shares of common stock in connection with the conversion of $179 million of Broadwing's outstanding 3.125% Convertible Senior Debentures due 2026.

In 2008, Level 3 issued approximately 48 million shares of common stock in exchange for $108 million aggregate principal amount of various issues of its convertible debt.

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Selected Unaudited Pro Forma Condensed Combined Financial Information of
Global Crossing and Level 3

        The following table shows summary unaudited pro forma condensed combined financial information about the combined financial condition and operating results of Level 3 after giving effect to the closing of the Global Crossing Acquisition. The unaudited pro forma condensed combined statement of operations data give effect to the closing of the Global Crossing Acquisition as if it were completed on January 1, 2010, and includes all adjustments which give effect to the events that are directly attributable to the Global Crossing Acquisition, as long as the impact of such events that are directly attributable to the Global Crossing Acquisition are expected to continue and are factually supportable. The unaudited pro forma condensed combined balance sheet data as of March 31, 2011 gives effect to the closing of the Global Crossing Acquisition as if it had been completed on March 31, 2011 and includes all adjustments which give effect to the events that are directly attributable to the amalgamation and that are factually supportable. This information should be read in conjunction with the annual and quarterly reports and other information Level 3 and Global Crossing have filed with the SEC and incorporated by reference in this document and with the unaudited pro forma condensed combined financial statements and related notes included in this document. See sections titled "Where You Can Find More Information" beginning on page 178 and "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 142.

        The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined business had the amalgamation actually been completed at the beginning of each period presented, nor the impact of possible business model changes. The unaudited pro forma condensed combined financial information also does not consider any potential impacts of current market conditions on revenues, cost savings, and asset dispositions, among other factors. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial statements, the aggregate value of purchase consideration and preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial statements are subject to adjustment and may vary significantly from the actual purchase price and allocation that will be recorded upon the closing of the amalgamation, which itself will be subject to further adjustment for up to one year following the closing.

 
  Year Ended
December 31,
2010
  Three Months Ended
March 31,
2011
 
 
  (Unaudited)
 
 
  (In millions,
except per share amounts)

 

Statement of Operations Data

             

Revenue

  $ 6,201   $ 1,575  

Operating loss

  $ (117 ) $ (26 )

Net loss from continuing operations

  $ (881 ) $ (263 )

Basic and diluted loss per share from continuing operations

  $ (0.29 ) $ (0.09 )

 

 
   
  March 31, 2011  
 
   
  (In millions)
 

Summary Balance Sheet

             

Net property, plant and equipment

        $ 8,176  

Goodwill

        $ 3,004  

Total assets

        $ 14,661  

Long-term debt, including current portion

        $ 8,943  

Stockholders' equity

        $ 2,728  

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Unaudited Comparative Per Share Data

        Presented below are Global Crossing's historical per share data and Level 3's historical per share data for continuing operations for the three months ended March 31, 2011 and for the year ended December 31, 2010 and unaudited pro forma combined per share data for the three months ended March 31, 2011 and for the year ended December 31, 2010. This information should be read together with the consolidated financial statements and related notes of Global Crossing and Level 3 that are incorporated by reference in this document and with the unaudited pro forma condensed combined financial data included under "—Selected Unaudited Pro Forma Condensed Combined Financial Information of Global Crossing and Level 3" beginning on page 36. The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the amalgamation had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of Level 3 following the amalgamation. The historical book value per share is computed by dividing total stockholders' equity (deficit) by the number of shares of common stock outstanding at the end of the period. The unaudited pro forma loss per share of Level 3 following the amalgamation is computed by dividing the unaudited pro forma loss by the unaudited pro forma weighted average number of shares outstanding. The unaudited pro forma book value per share of Level 3 following the amalgamation is computed by dividing total unaudited pro forma stockholders' equity by the unaudited pro forma number of shares of Level 3 common stock outstanding at the end of the period.

 
  Global Crossing
Historical
  Level 3
Historical
  Level 3
Pro Forma
  Global Crossing
Equivalent
Pro Forma(1)
 
 
  Three Months
Ended March 31,
2011
  Three Months
Ended March 31,
2011
  Three Months
Ended March 31,
2011
  Three Months
Ended March 31,
2011
 
 
  (in millions, except per share data)
 

Numerator:

                         
 

Net loss from continuing operations

  $ (33 ) $ (205 ) $ (263 ) $ (33 )

Denominator:

                         
 

Weighted Average shares outstanding for Basic and Diluted EPS

    60.8     1,681.2     3,041.2     972.8  

Net loss per common share:

                         
 

Basic and Diluted

  $ (0.54 ) $ (0.12 ) $ (0.09 ) $ (0.03 )
                   

Book Value per common share

  $ (8.59 ) $ (0.16 ) $ 0.89   $ (0.54 )
                   

(1)
Represents Global Crossing Historical as adjusted by the exchange ratio of 16. Weighted average share figures exclude 18 million shares of Global Crossing convertible preferred stock and six million shares reserved for share-based awards that would be converted to common shares in the Global Crossing Acquisition.

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  Global Crossing
Historical
  Level 3
Historical
  Level 3
Pro Forma
  Global Crossing
Equivalent
Pro Forma(1)
 
 
  Year Ended
December 31,
2010
  Year Ended
December 31,
2010
  Year Ended
December 31,
2010
  Year Ended
December 31,
2010
 
 
  (in millions, except per share data)
 

Numerator:

                         
 

Net loss from continuing operations

  $ (172 ) $ (622 ) $ (881 ) $ (172 )

Denominator:

                         
 

Weighted Average shares outstanding for Basic and Diluted EPS

    60.4     1,660.2     3,020.2     966  

Net loss per common share:

                         
 

Basic and Diluted

  $ (2.85 ) $ (0.37 ) $ (0.29 ) $ (0.18 )
                   

Book Value per common share

  $ (7.88 ) $ (0.09 ) $ 0.94   $ (0.49 )
                   

(1)
Represents Global Crossing Historical as adjusted by the exchange ratio of 16. Weighted average share figures exclude 18 million shares of Global Crossing convertible preferred stock and six million shares reserved for share-based awards that would be converted to common shares in the Global Crossing Acquisition.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, (i) statements about the benefits of the acquisition of Global Crossing by Level 3, including financial and operating results and synergy benefits that may be realized from the acquisition and the timeframe for realizing those benefits; Level 3's plans, objectives, expectations and intentions and other statements contained in this communication that are not historical facts; and (ii) other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" or words of similar meaning.

        These forward-looking statements are based upon management's current beliefs or expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies and third-party approvals, many of which are beyond Level 3's and Global Crossing's control. The following factors, among others, could cause actual results to differ materially from those expressed or implied in the forward-looking statements: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the amalgamation agreement; (ii) the inability to complete the transactions contemplated by the amalgamation agreement due to the failure to obtain the required stockholder approvals; (iii) the inability to satisfy the other conditions specified in the amalgamation agreement, including without limitation the receipt of necessary governmental or regulatory approvals required to complete the transactions contemplated by the amalgamation agreement; (iv) the inability to successfully integrate the businesses of Level 3 and Global Crossing or to integrate the businesses within the anticipated timeframe; (v) the risk that the proposed transactions disrupt current plans and operations, increase operating costs and the potential difficulties in customer loss and employee retention as a result of the announcement and consummation of such transactions; (vi) the ability to recognize the anticipated benefits of the combination of Level 3 and Global Crossing, including the realization of revenue and cost synergy benefits and to recognize such benefits within the anticipated timeframe; (vii) the outcome of any legal proceedings that may be instituted against Level 3, Global Crossing or others following announcement of the amalgamation agreement and transactions contemplated therein; and (viii) the possibility that Level 3 or Global Crossing may be adversely affected by other economic, business, and/or competitive factors. These risks and uncertainties also include those set forth under "Risk Factors," beginning on page 41.

        Other important factors that may affect Level 3's and the combined business' results of operations and financial condition include, but are not limited to: (i) the current uncertainty in the global financial markets and the global economy; (ii) a discontinuation of the development and expansion of the Internet as a communications medium and marketplace for the distribution and consumption of data and video; (iii) disruptions in the financial markets that could affect Level 3's ability to obtain additional financing; and (iv) Level 3's ability to: increase and maintain the volume of traffic on its network; develop effective business support systems; manage system and network failures or disruptions; develop new services that meet customer demands and generate acceptable margins; defend intellectual property and proprietary rights; adapt to rapid technological changes that lead to further competition; attract and retain qualified management and other personnel; successfully integrate acquisitions; and meet all of the terms and conditions of debt obligations.

        Additional information concerning these and other important factors can be found within Level 3's and Global Crossing's filings with the SEC, which discuss the foregoing risks as well as other important risk factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition. Statements in this communication should be evaluated in light of these important factors. The forward-looking statements in this communication speak only as of the date they are made. Except for the ongoing obligations of Level 3 and Global Crossing to disclose material information under the federal securities laws, Level 3 and Global Crossing do not undertake any obligation to, and expressly disclaim any such obligation to, update or alter any forward-looking

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statement to reflect new information, circumstances or events that occur after the date such forward-looking statement is made unless required by law.

Prospective Financial Information

        The prospective financial information included in this document was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The prospective financial information included in this document has been prepared by, and is the responsibility of, Global Crossing's and Level 3's management, as applicable. Neither KPMG LLP nor Ernst & Young LLP has examined, compiled or performed any procedures with respect to the accompanying prospective financial information and, accordingly, neither KPMG LLP nor Ernst & Young LLP expresses an opinion or any other form of assurance with respect thereto. The KPMG LLP and Ernst & Young LLP reports incorporated by reference in this joint proxy statement/prospectus relate only to Level 3's and Global Crossing's historical financial information, respectively. They do not extend to the prospective financial information and should not be read to do so.

        Neither Global Crossing nor Level 3 assumes any responsibility for the accuracy of the accompanying prospective financial information or expresses any assurance with respect thereto.

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RISK FACTORS

        In addition to the other information included and incorporated by reference in this joint proxy statement/prospectus, including the matters addressed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements," you should carefully consider the following risk factors before deciding whether to vote for the proposal to approve and adopt the amalgamation agreement and the amalgamation, in the case of Global Crossing shareholders, or for the proposals to approve the Level 3 stock issuance and adoption of the Level 3 charter amendment, in the case of Level 3 stockholders. In addition, you should read and consider the risks associated with each of the businesses of Global Crossing and Level 3 because these risks will relate to Level 3 following the completion of the amalgamation. Descriptions of some of these risks can be found in the Annual Reports on Form 10-K for the fiscal year ended December 31, 2010, and any amendments thereto, for each of Global Crossing and Level 3, as such risks may be updated or supplemented in each company's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this document. See the section titled "Where You Can Find More Information" beginning on page 178.


Risk Factors Relating to the Amalgamation

The amalgamation is subject to conditions, including certain conditions that may not be satisfied, and may not be completed on a timely basis, or at all. Failure to complete the transactions could have material and adverse effects on Global Crossing and Level 3.

        The completion of the amalgamation is subject to a number of conditions, including the receipt of required regulatory approvals, the approval and adoption of the amalgamation agreement and approval of the amalgamation by the Global Crossing shareholders and the approval of the Level 3 stock issuance and the adoption of the Level 3 charter amendment by the Level 3 stockholders, which make the completion and timing of the completion of the amalgamation uncertain. See the section titled "The Amalgamation Agreement—Conditions to Completion of the Amalgamation" beginning on page 125 for a more detailed discussion. Also, either Global Crossing or Level 3 may terminate the amalgamation agreement if the amalgamation has not been completed by the termination date, unless the failure of the amalgamation to be completed has resulted from the failure of the party seeking to terminate the amalgamation agreement to perform its obligations.

        If the amalgamation is not completed on a timely basis, or at all, Level 3's and Global Crossing's respective ongoing businesses may be adversely affected. Additionally, in the event the amalgamation is not completed, Global Crossing and Level 3 will be subject to a number of risks without realizing any of the benefits of having completed the amalgamation, including the following:

    Global Crossing may be required to pay to Level 3 a termination fee of $50 million and, in some cases, expenses of Level 3 up to $5 million if the amalgamation is terminated under qualifying circumstances, as described in the amalgamation agreement;

    Level 3 may be required to pay to Global Crossing a termination fee of $70 million or, in some cases, $120 million and, in some cases, expenses of Global Crossing and its affiliates up to $5 million (and, under certain circumstances, up to $10 million) if the amalgamation is terminated under qualifying circumstances, as described in the amalgamation agreement;

    Global Crossing and Level 3 will be required, subject to certain exceptions, to pay their respective costs relating to the amalgamation, such as legal, accounting, financial advisor and printing fees, whether or not the amalgamation is completed;

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    Time and resources committed by Level 3's and Global Crossing's respective management to matters relating to the amalgamation (including, in the case of Level 3, integration planning) could otherwise have been devoted to pursuing other beneficial opportunities;

    The market price of Level 3 common stock or Global Crossing common shares could decline to the extent that the current market price reflects a market assumption that the amalgamation will be completed; and

    If the amalgamation agreement is terminated and Global Crossing's board of directors seeks another business combination, shareholders of Global Crossing cannot be certain that Global Crossing will be able to find a party willing to enter into an amalgamation agreement on terms equivalent to or more attractive than the terms that Level 3 has agreed to in the amalgamation.

Uncertainty regarding the completion of the amalgamation may cause customers of Global Crossing to delay or defer decisions concerning Global Crossing and may adversely affect Global Crossing's ability to attract and retain key employees.

        The amalgamation will happen only if stated conditions are met, including, among others, the approval and adoption of the amalgamation agreement and approval of the amalgamation by the Global Crossing shareholders, the approval of the Level 3 stock issuance and the adoption of the Level 3 charter amendment by the Level 3 stockholders and the receipt of all required regulatory approvals. Many of the conditions are beyond the control of Global Crossing or Level 3. In addition, both Global Crossing and Level 3 have rights to terminate the amalgamation agreement under various circumstances. As a result, there may be uncertainty regarding the completion of the amalgamation. This uncertainty may cause customers of Global Crossing to delay or defer decisions concerning Global Crossing, which could negatively impact revenues, earnings and cash flow of Global Crossing, regardless of whether the amalgamation is ultimately completed. Similarly, uncertainty regarding the completion of the amalgamation may foster uncertainty among employees about their future roles. This may adversely affect the ability of Global Crossing to attract and retain key management, sales, marketing, trading and technical personnel, which could have an adverse effect on Global Crossing's ability to generate revenues at anticipated levels prior to the consummation of the amalgamation.

The amalgamation agreement contains provisions that could discourage a potential competing acquiror of either Global Crossing or Level 3 or could result in any competing proposal being at a lower price than it might otherwise be.

        The amalgamation agreement contains "no shop" provisions that, subject to limited exceptions, restrict each of Level 3's and Global Crossing's ability to solicit, initiate, encourage, facilitate or discuss competing third-party proposals for the acquisition of all or a significant portion of their company's assets or capital stock. In addition, each party generally has an opportunity to offer to modify the terms of the amalgamation in response to any competing acquisition proposals before the board of directors of the company that has received a third-party proposal may withdraw (or amend or modify in a manner adverse to the other party) its recommendation. In some circumstances, upon termination of the amalgamation agreement, one of the parties will be required to pay a termination fee. See "The Amalgamation Agreement—No Solicitation of Alternative Proposals" beginning on page 115, "The Amalgamation Agreement—Termination of the Amalgamation Agreement" beginning on page 127 and "The Amalgamation Agreement—Termination Fees and Expenses; Liability for Breach" beginning on page 129.

        These provisions could discourage a potential third-party acquiror that might have an interest in acquiring all or a significant portion of Global Crossing or Level 3 from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the amalgamation or might result in a

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potential third-party acquiror proposing to pay a lower price to the stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee or expenses of the other party that may become payable in certain circumstances.

        If the amalgamation agreement is terminated and either Global Crossing or Level 3 determines to seek another business combination, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the amalgamation.

The exchange ratio is fixed and will not be adjusted in the event of any change in either Level 3's or Global Crossing's stock price.

        Upon closing of the amalgamation, each Global Crossing common share and, on an as-converted to Global Crossing common shares basis, each share of Global Crossing convertible preferred stock will be converted into the right to receive 16 shares of Level 3 common stock, including the associated rights under the rights agreement. This exchange ratio will not be adjusted for changes in the market price of either Level 3 common stock or Global Crossing common shares between the date of signing the amalgamation agreement and completion of the amalgamation. Changes in the price of Level 3 common stock prior to the amalgamation will affect the value of Level 3 common stock that Global Crossing common shareholders will receive on the closing date of the amalgamation. The exchange ratio will be adjusted appropriately to fully reflect the effect of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination, exchange of shares or other similar event with respect to the shares of either Level 3 common stock or Global Crossing common shares prior to the closing of the amalgamation.

        The prices of Level 3 common stock and Global Crossing common shares at the closing of the amalgamation may vary from their prices on the date the amalgamation agreement was executed, on the date of this joint proxy statement/prospectus and on the date of each stockholders meeting. As a result, the value represented by the exchange ratio may also vary.

        These variations could result from changes in the business, operations or prospects of Global Crossing or Level 3 prior to or following the amalgamation, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Global Crossing or Level 3. At the time of the special stockholders meetings, Global Crossing shareholders will not know with certainty the value of the shares of Level 3 common stock that they will receive upon completion of the amalgamation.

If the amalgamation does not qualify as a reorganization under Section 368(a) of the Code, the shareholders of Global Crossing common shares may be required to pay substantial U.S. federal income taxes.

        As a condition to the completion of the amalgamation, each of Latham & Watkins LLP, counsel to Global Crossing, and Willkie Farr & Gallagher LLP, counsel to Level 3, will have delivered an opinion, dated as of the closing date of the amalgamation, that the amalgamation will be treated for U.S. federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code. These opinions will be based on certain assumptions and representations as to factual matters from Global Crossing and Level 3, as well as opinions of Bermuda counsel and certain covenants and undertakings made by Global Crossing and Level 3 to each other. If any of the assumptions, representations, opinions of Bermuda counsel, covenants or undertakings is incorrect, incomplete, inaccurate or is violated, the validity of the conclusions reached by counsel in their opinions could be jeopardized. Additionally, an opinion of counsel represents counsel's legal judgment but is not binding on the IRS or any court, so there can be no certainty that the IRS will not challenge the conclusions reflected in the opinions or that a court will not sustain such a challenge. If the IRS were to successfully challenge the treatment of the amalgamation as a "reorganization," a holder of Global Crossing common shares would recognize taxable gain for U.S. federal income tax purposes upon the

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exchange of Global Crossing common shares for Level 3 common stock pursuant to the amalgamation. See "Material U.S. Federal Income Tax Consequences" beginning on page 140.


Risk Factors Relating to Level 3 Following the Amalgamation

Although Level 3 expects that Level 3's acquisition of Global Crossing will result in benefits to Level 3, Level 3 may not realize those benefits because of integration difficulties and other challenges.

        The success of Level 3's acquisition of Global Crossing will depend in large part on the success of management in integrating the operations, strategies, technologies and personnel of the two companies following the completion of the amalgamation. Level 3 may fail to realize some or all of the anticipated benefits of the amalgamation if the integration process takes longer than expected or is more costly than expected. The failure of Level 3 to meet the challenges involved in successfully integrating the operations of Global Crossing or to otherwise realize any of the anticipated benefits of the amalgamation, including additional revenue opportunities, could impair the operations of Level 3. In addition, Level 3 anticipates that the overall integration of Global Crossing will be a time-consuming and expensive process that, without proper planning and effective and timely implementation, could significantly disrupt Level 3's business.

        Potential difficulties the combined business may encounter in the integration process include the following:

    the integration of management teams, strategies, technologies, operations, products and services;

    the disruption of ongoing businesses and distraction of their respective management teams from ongoing business concerns;

    the retention of the existing customers and/or vendors of both companies;

    the creation of uniform standards, controls, procedures, policies and information systems;

    the reduction of the costs associated with each company's operations;

    the consolidation and rationalization of information technology platforms and administrative infrastructures;

    the integration of corporate cultures and maintenance of employee morale;

    the retention of key employees; and

    potential unknown liabilities associated with the amalgamation.

        The anticipated benefits and synergies include the combination of offices in various locations and the elimination of numerous technology systems, duplicative personnel and duplicative market and other data sources. However, these anticipated benefits and synergies assume a successful integration and are based on projections, which are inherently uncertain, and other assumptions. Even if integration is successful, anticipated benefits and synergies may not be achieved.

The amalgamation is subject to the receipt of consents and approvals from government entities that may impose conditions that could have an adverse effect on Level 3 following the amalgamation.

        Before the amalgamation may be completed, approvals or consents must be obtained from various domestic and foreign securities, antitrust and other governmental authorities. In deciding whether to grant these approvals, the relevant governmental entity will make a determination of whether, among other things, the amalgamation is in the public interest. Regulatory entities may impose conditions on the completion of the amalgamation or require changes to the terms of the amalgamation or could impose restrictions on the conduct of business(es) of Level 3 following consummation of the amalgamation. Although the parties do not currently expect that any such material conditions,

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restrictions or changes would be imposed, there can be no assurance that they will not be, and such conditions, restrictions or changes could have the effect of delaying completion of the amalgamation or imposing additional costs on or limiting the revenues of the combined business following the amalgamation, any of which might have a material adverse effect on Level 3 following the amalgamation. See the section titled "The Amalgamation—Regulatory Clearances Required for the Amalgamation" beginning on page 100.

Current Level 3 stockholders and Global Crossing shareholders will have a reduced ownership and voting interest after the amalgamation and will exercise less influence over management.

        Current Level 3 stockholders have the right to vote in the election of Level 3's board of directors and on other matters affecting Level 3. Current Global Crossing shareholders have the right to vote in the election of Global Crossing's board of directors and on other matters affecting Global Crossing. Immediately after the amalgamation is completed, it is expected (assuming no Global Crossing shareholders have exercised their statutory rights of appraisal) that current Level 3 stockholders will own approximately 55.22% of Level 3 and current Global Crossing shareholders will own approximately 44.78% of Level 3, respectively. As a result of the amalgamation, current Level 3 stockholders and current Global Crossing shareholders will have less influence on the management and policies of Level 3 than they now have on the management and policies of Level 3 and Global Crossing, respectively.

STT Crossing's significant ownership interest in the amalgamated company increases the risk that Level 3 could not be able to use its accumulated NOLs for U.S. federal income tax purposes, and the rights agreement entered into by Level 3 designed to protect Level 3's ability to use its accumulated NOLs could discourage third parties from seeking strategic transactions with Level 3 that could be beneficial to Level 3 stockholders.

        As of December 31, 2010, Level 3 had a NOL carryforward for U.S. federal income tax purposes of approximately $5.9 billion. Level 3's ability to use its NOLs may be negatively affected if there is an "ownership change," as defined under Section 382 of the Code. In general, this would occur if certain ownership changes related to Level 3 common stock that is held by 5% or greater stockholders exceed 50%, measured over a rolling three-year period. Completion of the amalgamation—in particular STT Crossing's acquisition of a significant ownership interest in Level 3—would move Level 3 significantly closer to the 50% ownership change and increase the likelihood of a loss of Level 3's valuable NOLs.

        Concurrently with entering into the amalgamation agreement, Level 3 entered into the rights agreement in an effort to deter acquisitions of Level 3 common stock that might reduce its ability to use NOL carryforwards. Under the rights agreement, from and after the record date of April 21, 2011, each share of Level 3 common stock will carry with it one preferred share purchase right until the date when the preferred share purchase rights become exercisable, or the earlier expiration of the preferred share purchase rights. The rights agreement and the preferred share purchase rights issuable thereunder could discourage a third party from proposing a change of control or other strategic transaction concerning Level 3 or otherwise have the effect of delaying or preventing a change of control of Level 3 that other stockholders may view as beneficial. See the section entitled "Rights Agreement" beginning on page 137.

Under the Restated Certificate of Incorporation of Level 3, as amended by the Level 3 charter amendment, Level 3 will be able to issue more shares of common stock than are expected to be outstanding immediately after the amalgamation is completed. As a result, such future issuances of common stock may have a dilutive effect on the earnings per share and voting power of Level 3's stockholders.

        The Level 3 charter amendment authorizes a greater number of shares of common stock than are expected to be outstanding immediately after the amalgamation is completed. If the amalgamation is

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completed, Level 3 will be able to issue more shares of common stock than are expected to be outstanding immediately after the amalgamation is completed. If the board of directors of Level 3 elects to issue additional shares of common stock in the future, whether in public offerings, in connection with mergers and acquisitions or otherwise, such additional issuances may dilute the earnings per share and voting power of the combined company's stockholders.

The market price of Level 3's common stock may decline in the future as a result of the amalgamation.

        The market price of Level 3's common stock may decline in the future as a result of the amalgamation for a number of reasons, including:

    the unsuccessful integration of Global Crossing and Level 3; or

    the failure of Level 3 to achieve the perceived benefits of the amalgamation, including financial results, as rapidly as or to the extent anticipated by Level 3 or financial or industry analysts.

        These factors are, to some extent, beyond the control of Level 3.

If a large number of shares of Level 3's common stock is sold in the public market, the sales could reduce the trading price of Level 3's common stock and impede Level 3's ability to raise future capital.

        Level 3 cannot predict what effect, if any, future issuances by Level 3 of its common stock will have on the market price of its common stock. In addition, shares of Level 3's common stock that will be issued in connection with the amalgamation will generally not be subject to resale restrictions. The market price of Level 3's common stock could drop significantly if certain large holders of Level 3's common stock, or recipients of Level 3's common stock in connection with the amalgamation, sell all or a significant portion of their shares of common stock or are perceived by the market as intending to sell these shares other than in an orderly manner. In addition, these sales could impair Level 3's ability to raise capital through the sale of additional common stock in the capital markets.

The internal earnings estimates for Global Crossing and the unaudited pro forma financial data for Level 3 included in this document are preliminary, and Level 3's actual financial position and operations after the amalgamation may differ materially from the unaudited pro forma financial data included in this document.

        The internal earnings estimates for Global Crossing and the unaudited pro forma financial data for Level 3 included in this document are presented for illustrative purposes only and are not necessarily indicative of what Level 3's actual financial position or operations would have been had the amalgamation been completed on the dates indicated. Level 3's actual results and financial position after the amalgamation may differ materially and adversely from the unaudited pro forma financial data included in this joint proxy statement/prospectus. For more information, see the sections titled "Summary—Selected Unaudited Pro Forma Condensed Combined Financial Information of Global Crossing and Level 3" beginning on page 36.

Level 3's future results will suffer if the combined business does not effectively manage its expanded operations following the amalgamation.

        Following the amalgamation, Level 3 may continue to expand its operations through new product and service offerings and through additional strategic investments, acquisitions or joint ventures, some of which may involve complex technical and operational challenges. Level 3's future success depends, in part, upon its ability to manage its expansion opportunities, which pose numerous risks and uncertainties, including the need to integrate new operations into its existing business in an efficient and timely manner, to combine accounting and data processing systems and management controls and to integrate relationships with customers, vendors and business partners. In addition, future acquisitions or joint ventures after completion of the amalgamation may involve the issuance of additional shares of

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common stock of Level 3, which may dilute Level 3 stockholders' and Global Crossing shareholders' ownership of Level 3.

        Furthermore, any future acquisitions of businesses or facilities could entail a number of risks, including:

    problems with the effective integration of operations;

    inability to maintain key pre-acquisition business relationships;

    increased operating costs;

    exposure to unanticipated liabilities; and

    difficulties in realizing projected efficiencies, synergies and cost savings.

        Neither Level 3 nor Global Crossing can assure its respective stockholders that Level 3's future expansion or acquisition opportunities will be successful, or that the combined business will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.


Other Risk Factors of Global Crossing and Level 3

        Level 3's and Global Crossing's businesses are and will be subject to the risks described above. In addition, Global Crossing and Level 3 are, and will continue to be, subject to the risks described in Level 3's and Global Crossing's Annual Reports on Form 10-K for the fiscal year ended December 31, 2010, as amended and as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 178 for the location of information incorporated by reference in this joint proxy statement/prospectus.

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THE COMPANIES

Global Crossing Limited

        Global Crossing Limited, a Bermuda exempted limited liability company, is a global IP, Ethernet, data center and video solutions provider. Global Crossing offers a full range of data, voice, collaboration, broadcast and media services to enterprises (including approximately 40 percent of the Fortune 500), government departments and agencies, and 700 carriers, mobile operators and Internet services providers. It delivers converged IP services to more than 700 cities in more than 70 countries, and has 17 data centers in major business centers.

        Global Crossing's common shares are listed on the NASDAQ Global Select Market under the symbol "GLBC."

        The registered office and principal executive offices of Global Crossing are located at Wessex House, 1st Floor, 45 Reid Street, Hamilton HM12, Bermuda and its telephone number is (441) 296-8600. Additional information about Global Crossing and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" on page 178.

Level 3 Communications, Inc.

        Level 3 Communications, Inc. is a facilities-based provider (that is, a provider that owns or leases a substantial portion of the plant, property and equipment necessary to provide its services) of a broad range of integrated communications services. Level 3 has created its communications network generally by constructing its own assets, but also through a combination of purchasing and leasing from other companies and facilities. Level 3's network is an advanced, international, facilities-based communications network. Level 3 designed its network to provide communications services, which employ and take advantage of rapidly improving underlying optical, Internet Protocol, computing and storage technologies.

        Level 3's common stock is traded on the NASDAQ Global Select Market under the symbol "LVLT."

        The principal executive offices of Level 3 are located at 1025 Eldorado Blvd., Broomfield, Colorado 80021 and its telephone number is (720) 888-1000. Additional information about Level 3 and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" on page 178.

Apollo Amalgamation Sub, Ltd.

        Apollo Amalgamation Sub, Ltd., a direct wholly owned subsidiary of Level 3, is a Bermuda exempted limited liability company that was formed on April 1, 2011 for the sole purpose of effecting the amalgamation. In the amalgamation, Amalgamation Sub will be amalgamated with Global Crossing, Amalgamation Sub's and Global Crossing's separate legal existence will cease and the newly-created amalgamated company will continue as the surviving company.

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THE GLOBAL CROSSING SPECIAL MEETING

        This section contains information about the special meeting of Global Crossing shareholders that has been called to consider and approve the amalgamation agreement.

        Together with this document, you will be sent a notice of the special meeting and a form of proxy that is solicited by Global Crossing's board of directors. The Global Crossing special meeting will be held on August 4, 2011, at 10:00 a.m., local time, at Loews Regency Hotel, 540 Park Avenue, New York, New York, subject to any adjournments or postponements.

Matters to Be Considered

        The purpose of the Global Crossing special meeting is to vote on:

    a proposal to approve and adopt the amalgamation agreement and the amalgamation;

    a proposal to adjourn the Global Crossing special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposal; and

    a proposal, on an advisory basis (non-binding), to approve the compensation that may be paid or become payable to Global Crossing's named executive officers in connection with the amalgamation, and the agreements and understandings pursuant to which such compensation may be paid or become payable as described in the section entitled "The Amalgamation—Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation—Advisory Vote on Golden Parachutes."

Proxies

        Each copy of this document mailed to holders of Global Crossing common shares is accompanied by a form of proxy with instructions for voting by mail, by telephone or through the internet. If you hold shares in your name as a shareholder of record and are voting by mail, you should complete and return the proxy card accompanying this document to ensure that your vote is counted at the Global Crossing special meeting, or at any adjournment or postponement of the special meeting, regardless of whether or not you plan to attend the Global Crossing special meeting.

        If you are the shareholder of record, you may either vote in person at the meeting or by proxy. Shareholders of record can appoint a proxy to vote their shares in any one of the three following ways: over the internet; by telephone; or by completing, signing, dating and returning a proxy card. All Global Crossing common shares represented by a proxy properly delivered by the shareholder of record and received by the Global Crossing transfer agent, Computershare Trust Company, N.A. (which we refer to as Computershare) (i) by 2:00 a.m., Eastern Daylight Time, on August 4, 2011, if you are appointing a proxy to vote over the internet or by telephone, or (ii) by 5:00 p.m., Eastern Daylight Time, on August 3, 2011, if you are appointing a proxy to vote by returning a proxy card, will be voted as specified in the proxy, unless validly revoked as described below. If you return a proxy card by mail and do not specify your vote, your shares will be voted as recommended by the Global Crossing board of directors.

        If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record that you must follow in order for your shares to be voted.

        As an alternative to appointing a proxy, a shareholder that is a corporation may appoint any person to act as its representative by delivering written evidence of that appointment, which must be received at the Global Crossing principal executive offices before the time fixed for the beginning of the Global Crossing special meeting. A representative so appointed may exercise the same powers, including voting rights, as the appointing corporation could exercise if it were an individual shareholder.

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        Any shareholder entitled to vote in person at the Global Crossing special meeting may vote in person regardless of whether or not a proxy has been given. Attendance at the Global Crossing special meeting by a Global Crossing shareholder who has previously submitted a proxy shall cause a revocation of such previously provided proxy.

        You may revoke your proxy or, in the case of a corporation, its authorization of a representative, before it is voted (i) by so notifying the Secretary of Global Crossing in writing at the address of the Global Crossing principal executive offices not less than one hour before the time fixed for the beginning of the meeting; (ii) by submitting a new proxy via the internet or by telephone to Computershare by 2:00 a.m., Eastern Daylight Time, August 4, 2011; (iii) by signing and dating a new and different proxy card and mailing it to Computershare such that it is received by Computershare by 5:00 p.m., Eastern Daylight Time, August 3, 2011; or (iv) by voting your shares in person or by an appointed agent or representative at the meeting. If your shares are held in the name of a bank, broker or other holder of record, you should follow the instructions of your bank, broker or holder of record regarding the revocation of proxies.

        All shares represented by valid proxies that are received through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the internet or telephone. If you make no specification on your proxy card as to how you want your shares voted, your proxy will be voted "FOR" the approval and adoption of the amalgamation agreement and the amalgamation, "FOR" the proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies and "FOR" the proposal to approve, on an advisory basis, the compensation payable in connection with the amalgamation. According to the Global Crossing bye-laws, only such business that is specified in Global Crossing's notice of the meeting may be conducted at a special meeting of shareholders. A copy of the Global Crossing bye-laws is included in this joint proxy statement/prospectus as Annex F.

        The Global Crossing board of directors is not currently aware of any business that will be brought before the Global Crossing special meeting other than the proposals described in this proxy statement. If, however, other matters are properly brought before the Global Crossing special meeting or any adjournment or postponement thereof, the persons appointed as proxies will have, unless the terms of their appointment otherwise provide, discretionary authority to vote the shares represented by duly executed proxies in accordance with their discretion and judgment.

Solicitation of Proxies

        In accordance with the amalgamation agreement, Global Crossing will bear the entire cost of proxy solicitation for the Global Crossing special meeting, except that Level 3 and Global Crossing will share equally all expenses incurred in connection with the filing of the registration statement of which this joint proxy statement/prospectus forms a part with the SEC and the printing and mailing of this joint proxy statement/prospectus. Global Crossing has retained Georgeson Inc. to aid in the solicitation of proxies for a fee of approximately $2,000 (plus out-of-pocket expenses). Global Crossing will also request that banks, brokers, and other record holders forward proxies and proxy material to the beneficial owners of Global Crossing common shares and secure their voting instructions, and Global Crossing will provide customary reimbursement to such firms for the cost of forwarding these materials.

Record Date

        Only holders of record of Global Crossing common shares and shares of Global Crossing convertible preferred stock at the close of business on June 15, 2011, the record date for Global Crossing's special meeting, will be entitled to notice of, and to vote at, the Global Crossing special meeting or any adjournments or postponements thereof. At the close of business on the record date, 61,184,796 Global Crossing common shares were issued and outstanding and held by 362 holders of

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record, and 18 million shares of Global Crossing convertible preferred stock were issued and outstanding and all of which are held by STT Crossing. A list of shareholders of Global Crossing will be open for inspection at Global Crossing's registered office located at Wessex House, 1st Floor, 45 Reid Street, Hamilton HM12, Bermuda on business days for at least two hours during normal business hours, subject to such reasonable restrictions as the Global Crossing board of directors may impose. The list will also be available at the Global Crossing special meeting for examination by any shareholder present at such meeting.

Quorum

        Attendance in person or by proxy at the Global Crossing special meeting of holders of at least two shareholders entitled to vote and holding shares representing more than 50 percent of the votes that may be cast by all shareholders of Global Crossing will constitute a quorum at the special meeting. Abstentions and broker "non-votes" are counted for purposes of establishing a quorum. A broker "non-vote" occurs when a nominee (such as a broker) holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular matter and has not received instructions from the beneficial owner. A quorum is necessary to transact business at the Global Crossing special meeting. Once a Global Crossing common share or share of Global Crossing convertible preferred stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any recess or adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. In the event that a quorum is not present at the Global Crossing special meeting, it is expected that the Global Crossing special meeting will be adjourned or postponed by the chairman of the board of directors of Global Crossing and a minimum of seven days notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the Global Crossing special meeting.

Vote Required

        You may cast one vote for each Global Crossing common share that you own. The proposal to approve and adopt the amalgamation agreement and the amalgamation requires (i) the affirmative vote of the majority of the votes cast at the Global Crossing special meeting at which a quorum is present, with the holders of Global Crossing common shares and shares of Global Crossing convertible preferred stock voting together as a single class (on an as-converted to Global Crossing common shares basis), and (ii) the affirmative consent of the holder(s) of the issued and outstanding shares of Global Crossing convertible preferred stock or the affirmative vote of such holder(s) at a meeting thereof at which a quorum is present. In connection with the amalgamation agreement, on April 10, 2011, STT Crossing entered into the voting agreement, pursuant to which it agreed, among other things, subject to certain limited exceptions as set forth in the voting agreement, to vote the Global Crossing common shares and shares of Global Crossing convertible preferred stock held by it in favor of the approval and adoption of the amalgamation agreement and the amalgamation at the Global Crossing special meeting. STT Crossing's ownership of the Global Crossing common shares and Global Crossing convertible preferred stock is sufficient to approve and adopt the amalgamation agreement and the amalgamation without the affirmative vote of any other shareholder of Global Crossing. The voting agreement is further described in the section entitled "STT Crossing Voting Agreement" beginning on page 133. If necessary to solicit additional proxies if there are not sufficient votes to approve the proposal to adopt the amalgamation agreement and the amalgamation at the Global Crossing special meeting, the Global Crossing shareholders, by a majority of the votes cast at the meeting, at which a quorum is present, by the holders of Global Crossing common shares and shares of Global Crossing convertible preferred stock entitled to vote and present in person or by proxy, may adjourn the meeting to another time or place without further notice unless the adjournment is for more than 3 months or if after the adjournment a new record date is fixed for the adjourned meeting, in which case a notice of

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the adjourned meeting shall be given to each shareholder of record entitled to vote at the Global Crossing special meeting.

        The adoption of the proposal to approve, on an advisory basis, compensation that may be paid or become payable to Global Crossing's named executive officers in connection with the amalgamation, and the agreements and understandings pursuant to which such compensation may be paid or become payable, as described in the section entitled "The Amalgamation—Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation—Advisory Vote on Golden Parachutes," requires the affirmative vote of the majority of the votes cast at the Global Crossing special meeting at which a quorum is present, with the holders of Global Crossing common shares and shares of Global Crossing convertible preferred stock voting together as a single class.

        Abstentions, failures to submit a proxy card or vote in person and broker non-votes will be treated in the following manner with respect to determining the votes received for each of the proposals:

    an abstention, failure to submit a proxy card or vote in person or a broker non-vote will not affect the passage of the proposals to approve and adopt the amalgamation agreement and the amalgamation and, on an advisory basis, the compensation payable in connection with the amalgamation, although they will have the practical effect of reducing the number of affirmative votes required to achieve the required majority by reducing the total number of shares from which the majority is calculated; and

    an abstention, failure to submit a proxy card or vote in person or a broker non-vote will have no effect on the proposal to approve any adjournment of the Global Crossing special meeting.

        Under Global Crossing's bye-laws and the certificate of designations for the Global Crossing convertible preferred stock, each share of Global Crossing convertible preferred stock currently entitles the holder on a poll to one vote on all matters entitled to be voted on by holders of Global Crossing's common shares, with the shares of Global Crossing convertible preferred stock and Global Crossing common shares voting together as a single class. Each Global Crossing common share and share of Global Crossing convertible preferred stock will therefore be entitled to one vote on the proposal to adopt the amalgamation agreement, the proposal to adjourn the Global Crossing special meeting, if necessary, and the proposal to approve, on an advisory basis, the compensation payable in connection with the amalgamation as set forth in this proxy. Additionally, the holders of shares of Global Crossing convertible preferred stock, which are currently owned 100% by STT Crossing, will be entitled to a separate class vote on the proposal to approve and adopt the amalgamation, which we anticipate will be provided by STT Crossing in the form of a written consent delivered contemporaneously with the Global Crossing special meeting.

        Global Crossing's board of directors urges Global Crossing shareholders to promptly vote by completing, dating and signing the accompanying proxy card and returning it promptly in the enclosed postage-paid envelope; calling the toll-free number listed in the proxy card instructions if voting by telephone; or accessing the internet site listed in the proxy card instructions if voting through the internet. If you hold your shares through a bank, broker or other holder of record, please vote by following the voting instructions of your bank, broker or other holder of record.

        Shareholders may also vote at the Global Crossing special meeting by ballot. Votes cast at the meeting, in person or by proxy, will be tallied by Computershare, Global Crossing's scrutineer of election.

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Voting Power of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers

        At the close of business on the Global Crossing record date, directors, non-employee members of the Executive Committee and executive officers of Global Crossing and their affiliates were entitled to vote 1,098,262 Global Crossing common shares, or approximately 1.79% of the Global Crossing common shares outstanding on that date. Some of these individuals are also officers and directors of Global Crossing's controlling shareholder, STT Crossing, or its affiliates. Please see the section entitled "Global Crossing Relationship with STT Crossing" beginning on page 134 for further description.

Voting Power of the Controlling Shareholder of Global Crossing

        As of the record date, all 18 million shares of Global Crossing convertible preferred stock and 29,342,431 Global Crossing common shares held by STT Crossing represent approximately 59.79% of the shares eligible to vote at the Global Crossing special meeting. In connection with the amalgamation agreement, on April 10, 2011, STT Crossing (i) provided a written consent for Global Crossing to enter into the amalgamation agreement, subject to certain terms and conditions, and (ii) entered into the voting agreement with Level 3, pursuant to which it agreed, among other things, subject to certain limited exceptions as set forth in the voting agreement, to vote the Global Crossing common shares and shares of Global Crossing convertible preferred stock held by it in favor of the approval and adoption of the amalgamation agreement and the amalgamation. STT Crossing's ownership of the Global Crossing common shares and Global Crossing convertible preferred stock is sufficient to approve and adopt the amalgamation agreement and the amalgamation without the affirmative vote of any other shareholder of Global Crossing. The voting agreement is further described in the section entitled "STT Crossing Voting Agreement" beginning on page 133.

Recommendation of Global Crossing's Board of Directors

        The Global Crossing board of directors has unanimously approved the amalgamation agreement and the transactions contemplated thereby, and determined that the amalgamation agreement and the transactions contemplated thereby, including the amalgamation, are advisable and in the best interests of Global Crossing and its shareholders. The Global Crossing board of directors unanimously recommends that Global Crossing shareholders vote "FOR" the proposal to approve and adopt the amalgamation agreement and the amalgamation, "FOR" the proposal to approve the adjournment of the Global Crossing special meeting, if necessary, to solicit additional proxies and "FOR" the proposal to approve, on an advisory basis, the compensation payable in connection with the amalgamation. See the section titled "The Amalgamation—Global Crossing's Reasons for the Amalgamation; Recommendation of Global Crossing's Board of Directors" beginning on page 66 for a more detailed discussion of Global Crossing's board of directors' recommendation.

Attending the Global Crossing Special Meeting

        All holders of Global Crossing common shares, including shareholders of record and shareholders who hold their shares through banks, brokers or other nominees, and shares of Global Crossing convertible preferred stock are invited to attend the Global Crossing special meeting. Shareholders of record can vote in person at the special meeting. If you are not a shareholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and you must bring a form of personal photo identification with you to be admitted. Global Crossing reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

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THE LEVEL 3 SPECIAL MEETING

        This section contains information about the special meeting of Level 3 stockholders that has been called to consider and approve the Level 3 stock issuance and the Level 3 charter amendment.

        Together with this document you will be sent a notice of the special meeting and a form of proxy that is solicited by Level 3's board of directors. The Level 3 special meeting will be held on August 4, 2011, at 9:00 a.m., local time, at the Level 3 Communications Headquarters, 1025 Eldorado Blvd., Broomfield, Colorado 80021.

Matters to Be Considered

        The purpose of the Level 3 special meeting is to vote on:

    a proposal to approve the Level 3 stock issuance;

    a proposal to approve the adoption of the Level 3 charter amendment; and

    a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, if there are not sufficient votes at the time of the special meeting to approve the foregoing proposals.

Proxies

        Each copy of this document mailed to holders of Level 3 common stock is accompanied by a form of proxy with instructions for voting by mail, by telephone or through the internet. If you hold stock in your name as a stockholder of record and are voting by mail, you should complete and return the proxy card accompanying this document to ensure that your vote is counted at the Level 3 special meeting, or at any adjournment or postponement of the special meeting, regardless of whether or not you plan to attend the Level 3 special meeting. You may also vote your shares by telephone or through the internet. Information and applicable deadlines for voting by telephone or through the internet are set forth in the enclosed proxy card instructions.

        If you hold your stock in "street name" through a bank, broker, trust company or other nominee, you must direct your bank, broker, trust company or other nominee to vote in accordance with the instructions you have received from your bank, broker, trust company or other nominee.

        If you hold stock in your name as a stockholder of record, you may revoke any proxy at any time before it is voted at the special meeting by signing and returning a proxy card with a later date by internet or telephone before the deadline stated on the proxy card, by delivering a proxy card with a later date or a written notice of revocation to Level 3's corporate secretary, which must be received by us before the time of the special meeting, or by voting in person at the special meeting.

        Any stockholder entitled to vote in person at the Level 3 special meeting may vote in person regardless of whether or not a proxy has been previously given, but simply attending the Level 3 special meeting will not constitute revocation of a previously given proxy.

        Written notices of revocation and other communications about revoking your proxy should be addressed to:

    Level 3 Communications, Inc.
    1025 Eldorado Blvd.
    Broomfield, Colorado 80021
    Attention: John M. Ryan, Executive Vice President, Chief Legal Officer and Assistant Secretary

        If your shares are held in "street name" by a bank or broker, you should follow the instructions of your bank or broker regarding the revocation of proxies.

        All shares represented by valid proxies that are received through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the internet or telephone. If you make no specification on your proxy card as to how you want your shares voted, your proxy will be voted "FOR" the approval of the Level 3 stock issuance, "FOR" the approval

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of the adoption of the Level 3 charter amendment and "FOR" the proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies. According to the Level 3 amended and restated by-laws, only such business that is specified in Level 3's notice of the meeting may be conducted at a special meeting of stockholders.

Solicitation of Proxies

        In accordance with the amalgamation agreement, Level 3 will bear the entire cost of proxy solicitation for the Level 3 special meeting, except that Global Crossing and Level 3 will share equally all expenses incurred in connection with the filing of the registration statement of which this joint proxy statement/prospectus forms a part with the SEC and the printing and mailing of this joint proxy statement/prospectus. If necessary, Level 3 may use several of its regular employees, who will not be specially compensated, to solicit proxies from Level 3 stockholders, either personally or by telephone, facsimile, letter or other electronic means. Level 3 will also request that banks, brokers, and other record holders forward proxies and proxy material to the beneficial owners of Level 3 common stock and secure their voting instructions, and Level 3 will provide customary reimbursement to such firms for the cost of forwarding these materials.

Record Date

        The close of business on June 15, 2011 has been fixed as the record date for determining the Level 3 stockholders entitled to receive notice of and to vote at the Level 3 special meeting. At that time, 1,704,954,595 shares of Level 3 common stock were outstanding, held by approximately 7,875 holders of record.

Quorum

        Stockholders who hold shares representing at least a majority of the issued and outstanding shares entitled to vote at the Level 3 special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the Level 3 special meeting. The holders of a majority of the shares entitled to vote and present in person or represented by proxy at the Level 3 special meeting, whether or not a quorum is present, may adjourn the Level 3 special meeting to another time and place. At any adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the original meeting. Notice of any adjourned meeting need not be given except by announcement at the meeting.

        Abstentions and broker non-votes will be included in the calculation of the number of shares of Level 3 common stock represented at the special meeting for purposes of determining whether a quorum has been achieved.

Vote Required

        Each share of Level 3 common stock outstanding on the record date for the Level 3 special meeting entitles the holder to one vote on each matter to be voted upon at the Level 3 special meeting. Each of the proposals has the following vote requirement in order to be approved:

    approval of the Level 3 stock issuance requires the affirmative vote of holders of a majority of the outstanding shares of Level 3 common stock present in person or represented by proxy at the Level 3 special meeting and entitled to vote on the proposal;

    approval of the adoption of the Level 3 charter amendment requires the affirmative vote of the holders of a majority of the votes entitled to be cast in respect of all outstanding shares of Level 3 common stock; and

    approval of the proposal to adjourn the Level 3 special meeting, if necessary, to solicit additional proxies requires the affirmative vote of holders of a majority of all shares of Level 3 common stock present in person or represented by proxy at the Level 3 special meeting, even if less than a quorum.

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        Abstentions, failures to submit a proxy card or vote in person, by telephone, or through the internet and broker non-votes will be treated in the following manner with respect to determining the votes received for each of the proposals:

    an abstention will have no effect on the proposal to approve the Level 3 stock issuance and the proposal to approve any adjournment of the Level 3 special meeting;

    a failure to submit a proxy card or vote in person, by telephone, or through the internet or a broker non-vote will have no effect on the proposal to approve the Level 3 stock issuance and the proposal to approve any adjournment of the Level 3 special meeting;

    an abstention will be treated as a vote "AGAINST" the proposal to approve the adoption of the Level 3 charter amendment; and

    a failure to submit a proxy card or vote in person, by telephone, or through the internet or a broker non-vote will be treated as a vote "AGAINST" the proposal to approve the adoption of the Level 3 charter amendment.

        Level 3's board of directors urges Level 3 stockholders to promptly vote by completing, dating and signing the accompanying proxy card and returning it promptly in the enclosed postage-paid envelope; calling the toll-free number listed in the proxy card instructions if voting by telephone; or accessing the internet site listed in the proxy card instructions if voting through the internet. If you hold your stock in "street name" through a bank or broker, please vote by following the voting instructions of your bank or broker.

        Stockholders may also vote at the Level 3 special meeting by ballot. Level 3's transfer agent, Wells Fargo Shareowner Services, will tally the vote, which will be certified by an inspector of election who is a Level 3 employee.

Voting Power of Level 3's Directors and Executive Officers

        On the record date for the Level 3 special meeting, the directors and executive officers of Level 3 and their affiliates owned and were entitled to vote 48,045,874 shares of Level 3's common stock, representing 2.82% of the outstanding Level 3 common stock.

Recommendation of Level 3's Board of Directors

        Level 3's board of directors has unanimously approved the amalgamation agreement and the transactions contemplated by it, including the Level 3 stock issuance and the Level 3 charter amendment. Level 3's board of directors has determined that the amalgamation agreement and the transactions contemplated by it, including the Level 3 stock issuance and the Level 3 charter amendment, are advisable and in the best interests of Level 3 and its stockholders and unanimously recommends that you vote "FOR" the approval of the Level 3 stock issuance, "FOR" the approval of the adoption of the Level 3 charter amendment and "FOR" the proposal to approve the adjournment of the Level 3 special meeting, if necessary, to solicit additional proxies. See the section titled "The Amalgamation—Level 3's Reasons for the Amalgamation; Recommendation of Level 3's Board of Directors" beginning on page 88 for a more detailed discussion of Level 3's board of directors' recommendation.

Attending the Level 3 Special Meeting

        All holders of Level 3 common stock, including stockholders of record and stockholders who hold their shares through banks, brokers or other nominees, are invited to attend the Level 3 special meeting. Stockholders of record can vote in person at the special meeting. If you are not a stockholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and you must bring a form of personal photo identification with you to be admitted. Level 3 reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

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THE AMALGAMATION

Effects of the Amalgamation

        At the effective time of the amalgamation, Amalgamation Sub, a direct wholly owned subsidiary of Level 3 that was formed for the purpose of effecting the amalgamation, will amalgamate with Global Crossing, Amalgamation Sub's and Global Crossing's separate legal existence will cease and the newly-created amalgamated company will continue as the surviving company, a wholly owned subsidiary of Level 3.

        In the amalgamation,

              (i)  each Global Crossing common share issued and outstanding immediately prior thereto will be exchanged for 16 shares of Level 3 common stock (and the rights associated therewith under the rights agreement); and

             (ii)  each share of Global Crossing convertible preferred stock (on an as-converted to Global Crossing common shares basis) issued and outstanding immediately prior thereto will be exchanged for 16 shares of Level 3 common stock (and the rights associated therewith under the rights agreement) plus an amount equal to the aggregate accrued and unpaid dividends thereon,

        in each case excluding shares held by dissenting shareholders exercising their statutory rights of appraisal, Level 3, Global Crossing and their respective subsidiaries, with one share of Level 3 common stock paid in lieu of any resulting fractional shares. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the amalgamation. Based on the closing price of Level 3 common stock on the NASDAQ Global Select Market on April 8, 2011, the last trading day before public announcement of the amalgamation, the exchange ratio represented approximately $23.04 in value for each Global Crossing common share or share of Global Crossing convertible preferred stock, as applicable. Based on the closing price of Level 3 common stock on June 16, 2011, the latest practicable trading day before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $34.56 in value for each Global Crossing common share or share of Global Crossing convertible preferred stock, as applicable. Level 3 stockholders will continue to hold their existing Level 3 shares.


Background of the Amalgamation

        The Global Crossing board of directors and senior management regularly review and evaluate potential strategic alternatives as part of their ongoing oversight and management of Global Crossing's business, including possible business combination transactions. In particular, in July of 2009, Global Crossing and Level 3, with the assistance of their respective legal and financial advisors, engaged in brief and preliminary discussions regarding a potential business combination transaction but ultimately decided not to pursue a transaction at that time.

        In early 2010, Level 3's senior management approached Global Crossing about exploring a potential business combination transaction. Following Level 3's approach, Global Crossing's senior management updated the Global Crossing board of directors on Level 3's preliminary proposal for a possible business combination transaction, and the Global Crossing board of directors authorized Global Crossing senior management to work with Level 3 to better understand the proposed transaction and engage in mutual business due diligence regarding the companies' respective businesses, potential transaction synergies, possible financing structures and key deal terms. Throughout March and April of 2010, Level 3 and Global Crossing's senior management teams, as well as representatives of Willkie Farr & Gallagher LLP (which we refer to as Willkie Farr), Level 3's legal advisor, and Bank of America Merrill Lynch (which we refer to as BAML), Level 3's financial advisor, Latham & Watkins LLP (which we refer to as Latham & Watkins), Global Crossing's legal advisor, and Goldman Sachs & Co. (which we refer to as Goldman Sachs), Global Crossing's financial advisor, engaged in

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negotiations regarding a possible business combination transaction between Level 3 and Global Crossing.

        During this time, drafts of an amalgamation agreement were exchanged, and each party and its advisors also conducted due diligence with respect to the other party. In the course of these discussions, Level 3 indicated interest in a transaction at an exchange ratio that would result in each Global Crossing share being converted into 11 to 13 shares of Level 3 stock. Level 3 also delivered a draft voting agreement that would require STT Crossing (Global Crossing's majority shareholder) to vote in favor of the proposed business combination and a draft stockholder agreement relating to the proposed contractual rights and obligations that STT Crossing would have as a significant minority stockholder of Level 3. Level 3 and STT Crossing did not at that time negotiate the draft agreements. Singapore Technologies Telemedia Pte Ltd (which we refer to as STT), the indirect shareholder of STT Crossing, indicated to Level 3 its position regarding governance and shareholder issues. By late April 2010, the parties had come to an impasse regarding valuation and governance and shareholder issues, as well as other transaction terms. The parties formally terminated discussions regarding a possible business combination transaction on April 21, 2010.

        In late July 2010, Charles Miller, Vice Chairman of Level 3, met with Lee Theng Kiat, the President and Chief Executive Officer of STT, Stephen Miller, the Chief Financial Officer of STT, and Steven T. Clontz, Senior Executive Vice President, North America and Europe of STT. At this meeting, the parties discussed the reasons that led to the termination of discussions in April. They also discussed the strategic rationale for a business combination of Level 3 and Global Crossing. The consent and approval of STT Crossing, the sole holder of the convertible preferred stock of Global Crossing, would be required for any such business combination, and Level 3 indicated that it would require as a condition to entering into any business combination a commitment from STT Crossing of its support for the transaction. In addition, in the event of a business combination, STT Crossing would be relinquishing its rights over Global Crossing as a majority shareholder, and would become instead a significant minority stockholder of Level 3. STT was therefore interested in understanding what rights and obligations STT Crossing would have as a significant minority stockholder of Level 3. Accordingly, Level 3 and STT determined that it would be desirable for them to have discussions regarding these issues before Level 3 would consider reengaging in discussions with Global Crossing.

        From time to time over the course of the next several months, Messrs. Charles Miller and Clontz (who were at times joined by other representatives of Level 3 and STT) discussed issues relating to STT Crossing's potential rights and obligations as a stockholder of Level 3, including the level of representation that STT Crossing would have on the Level 3 board of directors following the closing of any business combination transaction. They also engaged in discussions regarding the broad principles of the relative valuations of Level 3 and Global Crossing and the business synergies that could be realized from a combination of the two companies.

        During the early fall, Mr. Clontz informed Mr. Charles Miller of the key terms for a stockholder rights agreement, which included, among other things, the number of directors that STT Crossing would have a right to designate on the Level 3 board of directors, representation on certain board committees, preemptive rights, registration rights and information rights. Mr. Clontz also informed Mr. Charles Miller that STT would not be willing to support a transaction between Global Crossing and Level 3 unless the transaction resulted in all Global Crossing shareholders receiving at least 16 shares of Level 3 stock in exchange for each share of Global Crossing common stock or convertible preferred stock held by a Global Crossing shareholder, but that the decision as to whether Global Crossing would undertake a business combination transaction, and the valuation and other transaction terms, would be determined by the Board of Directors of Global Crossing. Neither Mr. Charles Miller nor Mr. Clontz confirmed to the other whether he believed that the board of directors of Level 3 and Global Crossing, respectively, would ultimately be willing to accept such an exchange ratio in any transaction or any other aspects of such transaction. However, Mr. Charles Miller did indicate to

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Mr. Clontz that he understood STT's position that it would not support a potential transaction at an exchange ratio of less than 16 to 1.

        On or about October 8, 2010, Mr. Clontz provided Mr. Charles Miller with a draft non-binding term sheet, which outlined STT's preliminary position on corporate governance and other stockholder rights, related assumptions, and other matters in connection with a potential transaction. In mid-November, Mr. Clontz provided Mr. Charles Miller with a revised draft non-binding term sheet. Around that same time period, Mr. Clontz and other representatives of STT began having discussions with Mr. Charles Miller and later with Sunit Patel, Executive Vice President and Chief Financial Officer of Level 3, regarding Level 3's financing plans in the event that a business combination transaction were to proceed.

        In mid-November 2010, representatives of Level 3, STT, Willkie Farr and Latham & Watkins LLP, the legal advisor to STT (which we refer to as Latham & Watkins Singapore), began discussing a draft stockholder agreement between Level 3 and STT Crossing, which discussions continued over the next several months. Level 3 proposed a draft stockholder agreement which outlined the stockholder rights and obligations that STT Crossing would have following the closing of a business combination. These rights included the right to designate individuals to serve as members of the board of directors of Level 3 and to serve on committees of the board of directors of Level 3, as well as certain preemptive rights and registration rights. The draft stockholder agreement also imposed on STT Crossing standstill restrictions and certain restrictions on the transfer of the Level 3 stock that it would receive in connection with a business combination. In addition, since STT Crossing's consent and approval would be required for any business combination into which Level 3 and Global Crossing might enter, Level 3 proposed a draft voting agreement pursuant to which, among other things, STT Crossing would agree to vote its shares of Global Crossing stock in favor of a business combination between Global Crossing and Level 3 so long as the transaction agreement for any such proposed business combination remained in effect. During the period when Level 3 and STT discussed the proposed stockholder agreement, they exchanged drafts of the agreement and representatives of Level 3, STT, Willkie Farr and Latham & Watkins Singapore met in New York on December 8, 2010 and January 19, 2011 to discuss the proposed agreement.

        In early December 2010, Mr. Clontz received from Mr. Charles Miller an initial draft charter for a proposed strategic planning committee of the board of directors of Level 3 which would be formed following a business combination, and which would assist the board of directors of Level 3 in reviewing Level 3's strategic plan and monitoring the execution of the strategic plan. During the month of December, Mr. Clontz and Mr. Charles Miller exchanged revised versions of the strategic planning committee charter.

        After Global Crossing's December 7, 2010 board meeting, Mr. Clontz met with John Legere, Chief Executive Officer of Global Crossing, and informed him that STT was having preliminary discussions with Level 3. Thereafter, during the period leading up to Global Crossing's regularly scheduled board meeting on January 21, 2011, Mr. Clontz periodically updated Mr. Legere about those discussions. Mr. Legere informed John McShane, Executive Vice President and General Counsel of Global Crossing, and later John Kritzmacher, Executive Vice President and Chief Financial Officer of Global Crossing, and David Carey, Executive Vice President of Strategy and Corporate Development of the discussions and asked that they be prepared in case the matter progressed.

        On January 12 and 13, 2011, Mr. Clontz and Mr. Charles Miller met in order to discuss a number of outstanding issues in regards to the proposed stockholder rights agreement between STT Crossing and Level 3.

        On January 19, 2011, Messrs. Charles Miller and Patel met with Messrs. Clontz and Stephen Miller and John Kritzmacher to discuss the approach to possible financing arrangements that might be pursued if the parties were to once again explore a potential business combination between Level 3 and Global Crossing.

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        On or about January 20, 2011, Messrs. Clontz and Legere contacted Lodewijk Christiaan van Wachem, Chairman of the board of directors of Global Crossing, and discussed with him STT's discussions with Level 3 regarding the possibility of again exploring a potential business combination.

        On January 21, 2011, the board of directors of Global Crossing held a regularly scheduled telephonic and in-person meeting at the New York office of Global Crossing. After such regularly scheduled meeting adjourned, the Global Crossing board of directors met in executive session, and Mr. Van Wachem informed such board members that he had spoken with Mr. Clontz, who is also a member of Global Crossing's Executive Committee, in the days prior to the board meeting, he had been informed that discussions were on-going between Level 3 and STT regarding shareholder rights in a potential transaction between Global Crossing and Level 3, and he would convene a Global Crossing board meeting to discuss the matter should the discussions on shareholder rights become more concrete.

        On February 18, 2011, Mr. Lee, who is also a member of Global Crossing's board of directors, telephoned Mr. Van Wachem to inform Mr. Van Wachem that the discussions between STT and Level 3 began to take meaningful shape in moving towards an agreement in principle with Level 3 on a stockholder agreement to be entered into between STT Crossing and Level 3, in the event that Level 3 and Global Crossing were to agree to a business combination.

        On February 20, 2011, James Crowe, Chief Executive Officer of Level 3, telephoned Mr. Legere to explore whether there would be a willingness to commence discussions between Global Crossing and Level 3 regarding a potential business combination transaction.

        On February 23, 2011, Messrs. Crowe, Charles Miller, Legere, and Carey, held a telephonic meeting to discuss considerations regarding potential financing for the proposed business combination transaction, a 16-to-1 exchange ratio, potential business challenges to a combined business and certain general strategic objectives, and the process for senior management of Level 3 and Global Crossing to re-engage in discussions regarding a potential business combination transaction if they were to so re-engage. Mr. Crowe indicated his understanding that valuation was a material concern for STT and the board of Global Crossing, and he indicated that, while neither company's board of directors had agreed on an exchange ratio, he would be prepared to recommend to the Level 3 board of directors a transaction at a 16-to-1 exchange ratio, subject to satisfactory completion of due diligence, resolution of all outstanding material issues, and the absence of any material changes in the relationship of the stock prices of the two companies.

        On February 24, 2011, the board of directors of Global Crossing held a telephonic meeting to discuss the stockholder agreement and the process for exploring a possible business combination transaction with Level 3. Mr. Legere informed the board of the conversation with senior management of Level 3. The members of the board discussed whether proceeding towards a transaction with a 16-to-1 exchange ratio as a threshold would be acceptable. The Global Crossing board of directors indicated that such an exchange ratio could preliminarily be agreeable, subject to further due diligence and valuation analysis, and authorized members of senior management to explore a potential business combination transaction with Level 3 and to retain outside advisors. Afterwards, Mr. Carey informed Mr. Charles Miller of the results of the board meeting.

        On February 28, 2011, members of Global Crossing's senior management team met with representatives of Latham & Watkins and Goldman Sachs at Latham & Watkins' offices in New York to discuss the senior management team's current view of Global Crossing's strategic outlook and whether Level 3 and Global Crossing would engage in business combination discussions and due diligence. Representatives of Latham & Watkins and Goldman Sachs also reviewed and discussed with members of Global Crossing's senior management team certain high-level legal issues and material deal points that remained outstanding from the 2010 discussions regarding a potential transaction with Level 3, as well as certain financing considerations with respect to a potential business combination transaction.

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        On March 7, 2011, Mr. Charles Miller delivered to Mr. Carey a proposed process outline for commencing discussions between Level 3 and Global Crossing with respect to a possible business combination transaction.

        On March 8, 2011, representatives of Level 3 and Global Crossing conducted a telephonic meeting to discuss and coordinate due diligence processes, including preparation of mutual data rooms and preliminary scheduling. Due diligence request lists were subsequently exchanged and data rooms were later established by the parties.

        On March 9, 2011, the Global Crossing audit committee held a meeting at which the committee reviewed management's five-year forecast and engaged in discussions regarding preliminary potential valuation of Global Crossing.

        On March 10, 2011, Level 3 and Global Crossing's senior management teams and representatives from Willkie Farr, Latham & Watkins and BAML conducted a telephonic meeting to review high-level business and legal issues relating to a potential business combination transaction between Level 3 and Global Crossing based on the parties' prior unresolved issues raised in the spring of 2010. Such issues primarily related to Level 3's willingness to obtain a formal financing commitment (which had been discussed previously in March and April 2010), the terms and conditions of Global Crossing's "no-shop", circumstances pursuant to which either party could terminate the transaction, the termination fees payable under certain circumstances, the rights of the parties to seek specific performance and the parties' willingness to accept certain regulatory conditions. Later on March 10, 2011, members of senior management of each of Level 3 and Global Crossing had a conference call during which Level 3's management presented their preliminary views regarding a plan for financing the transaction. Members of Global Crossing's management discussed their view that a financing commitment would be required in order to ensure all parties an appropriate level of deal certainty.

        Beginning on March 11, 2011 and over the course of the ensuing weeks, the parties conducted due diligence and exchanged information regarding each other's corporate structure, business and operations.

        On March 12, 2011, representatives of Latham & Watkins delivered a draft of the amalgamation agreement to Level 3 and its advisors reflecting Global Crossing's positions on the open issues discussed with Willkie Farr.

        On March 14, 2011, representatives of Global Crossing and Latham & Watkins conducted a telephonic meeting with representatives of Appleby, Global Crossing's Bermuda counsel, to discuss the fiduciary duties of the board of directors under Bermuda law with respect to a potential business combination transaction and other related Bermuda law matters.

        Also on March 14, 2011 the board of directors of Level 3 met to discuss the possibility of pursuing a potential business combination transaction with Global Crossing. At that meeting members of senior management of Level 3 reported to the board on the strategic rationale in support of pursuing the potential transaction and the anticipated benefits of a potential transaction to Level 3 stockholders. The board of directors of Level 3 engaged in a broad discussion of the topics reviewed and members of senior management answered their questions. At the completion of this discussion, it was the consensus of the board of directors of Level 3 that Level 3 management should continue to pursue the preliminary discussions with STT and to seek to engage directly with Global Crossing's management to determine if a business combination with Global Crossing could be successfully negotiated, documented and agreed.

        On March 15, 2011, Level 3 and Global Crossing's senior management teams and representatives from Willkie Farr, Latham & Watkins, BAML and Goldman Sachs met at Willkie Farr's offices in New York to discuss the proposed business combination transaction and draft amalgamation agreement. Global Crossing and Level 3 also discussed preliminary financing plans and initial business and financial due diligence.

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        On March 16, 2011, members of Level 3 and Global Crossing's senior management teams and representatives of BAML and Goldman Sachs met at Willkie Farr's office in New York to discuss financing for the potential business combination transaction. During these meetings, BAML presented preliminary term sheets for the debt commitment for the transaction to representatives of Goldman Sachs, including presenting an illustrative example for the requisite refinancing of Global Crossing's indebtedness in a potential business combination transaction. Representatives of Goldman Sachs discussed such term sheets with representatives of BAML and reviewed such discussions with representatives of Global Crossing's senior management. Also on March 16, 2011, representatives of Global Crossing and Level 3 conducted a conference call to discuss the scheduling of reciprocal due diligence meetings by each party.

        On March 17, 2011, Global Crossing and Level 3 conducted a due diligence meeting and teleconference with representatives of Latham & Watkins to discuss Level 3's contingent liabilities and outstanding litigation.

        Also on March 17, 2011, representatives of Global Crossing and Latham & Watkins conducted a telephonic meeting with representatives of Appleby to discuss corporate governance matters related to the potential business combination transaction and Bermuda law amalgamation mechanics.

        On March 18, 2011, the board of directors of Global Crossing held a telephonic meeting in which members of Global Crossing's senior management team updated the Global Crossing board of directors on preliminary material terms, Level 3's financing plans and the status of discussions with Level 3 related to the possible business combination transaction. The Global Crossing board of directors and management also discussed strategic considerations for the possible business combination transaction, valuation and the proposed terms of Goldman Sachs's formal engagement. The Global Crossing board of directors instructed Global Crossing's senior management team to continue with their work and authorized the formal engagement of Goldman Sachs as financial advisor, including the financial terms of that engagement.

        On March 21, 2011, representatives of each of Global Crossing and Level 3 had a joint telephonic meeting with their respective regulatory counsels at Latham & Watkins and Jones Day regarding certain potential regulatory approvals that could be required in connection with the proposed business combination transaction.

        On March 25, 2011, the Global Crossing audit committee held a telephonic meeting to discuss the scope and timing of the financial and accounting due diligence review, as well as a preliminary review of due diligence conducted to date.

        On March 28, 2011, representatives of Goldman Sachs discussed current market conditions and the availability of debt financing commitments with representatives of BAML. The next day, Messrs. Legere, Carey and Kritzmacher met with Messrs. Crowe, Charles Miller and Jeff Storey, President and Chief Operating Officer of Level 3, to discuss material deal terms, including the availability and terms of the proposed debt financing commitments.

        Also on March 29, 2011, Global Crossing executed an engagement letter with Goldman Sachs. On the same date, senior management of Global Crossing and Level 3 and representatives of Willkie Farr held a telephonic meeting to discuss and coordinate reciprocal due diligence inquiries with respect to each party.

        On the morning of March 30, 2011, Willkie Farr delivered a revised draft of the amalgamation agreement to Global Crossing and its advisors. In the afternoon on March 30, 2011, members of Global Crossing's senior management team and representatives of Latham & Watkins and Goldman Sachs held a telephonic meeting to discuss the material terms and conditions of the revised draft of the amalgamation agreement, including Level 3's preliminary willingness to obtain debt financing commitments subject to Global Crossing's agreement to be responsible for certain financing fees, revised timing of closing and related mechanics, mutual "no-shop" conditions, restrictions on STT

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Crossing's ability to vote unencumbered upon a change of recommendation by Global Crossing's board of directors, equivalency of certain termination fees payable by the parties and limitations on others, the rights of the parties to seek specific performance and limitations on the scope of regulatory conditions required to be accepted by the parties. Global Crossing's senior management also considered Level 3's position regarding the contemplated 16-to-1 exchange ratio given the potential transaction terms and the potential changes in the relationship of the stock prices of the two companies. Given the advanced stage of the negotiations and the negotiating postures of the parties with respect to the material terms of the potential business combination, Global Crossing's senior management understood that further negotiation of the exchange ratio would likely be detrimental to achieving a favorable transaction for Global Crossing's shareholders.

        Also on March 30, 2011, STT's legal advisor, Latham & Watkins Singapore, sent a revised draft of a voting agreement to Level 3 and its advisors. The revised voting agreement, to be entered into between STT Crossing and Level 3, would among other things, (i) require that STT Crossing, subject to certain limited exceptions, vote the Global Crossing common and convertible preferred shares held by it in favor of the approval and adoption of the amalgamation agreement and (ii) restrict STT Crossing's ability to transfer, sell or otherwise encumber such Global Crossing common shares or convertible preferred stock prior to the shareholder vote on the transaction. The voting agreement also set forth the types of actions STT Crossing would be required to take, and the types of actions STT Crossing would not be required to take, in connection with obtaining certain regulatory and governmental approvals required under the amalgamation agreement.

        On March 31, 2011, members of Level 3 and Global Crossing's senior management teams and representatives from Willkie Farr, Latham & Watkins, BAML and Goldman Sachs met at Willkie Farr's office in New York to discuss the amalgamation agreement. During these meetings, Level 3 shared with Global Crossing and its advisors a term sheet prepared by BAML and Citigroup Global Markets Inc. (which we refer to as Citi) with respect to the contemplated debt financing commitment. During these conversations, Level 3's senior management stressed the importance of reaching satisfactory agreement on a financing structure and other material deal terms in order to maintain Level 3's willingness to pursue a transaction at a 16-to-1 exchange ratio. The negotiations concluded midday. The parties then reconvened later that evening to reach agreement on certain open items, including agreement on the size of Level 3's and Global Crossing's respective termination fees in the event of a superior acquisition proposal (including, in the event of a superior acquisition proposal for Global Crossing, Global Crossing's agreement to pay certain financing expenses of Level 3), a $70 million financing fee (increased to $120 million in the event of Level 3's willful breach of the amalgamation agreement or the debt commitment letter), limitations on the fees and expenses payable to Global Crossing in the event of a failure to obtain approval of the transactions by Level 3's stockholders, certain other terms and conditions of the "no-shop" provision, and agreement in principle on the scope of remedies related to a breach by the financing sources of the debt commitment letter.

        On March 31, 2011, the Global Crossing audit committee held a telephonic meeting to review financial and accounting due diligence reports.

        On April 1, 2011, the board of directors of Global Crossing held a telephonic and in-person meeting at the New York office of Global Crossing to discuss preliminary material deal terms, the status of discussions with Level 3 on the proposed business combination transaction and due diligence. Members of Global Crossing's senior management team and representatives of Latham & Watkins, Goldman Sachs and Appleby were in attendance for the meeting. Global Crossing senior management discussed the strategic rationale of the business combination, including enhanced operational and financial scale and synergies; possible strategic alternatives; due diligence findings; and potential regulatory approvals. Representatives of Goldman Sachs discussed material financial terms and preliminary financial analyses of the proposed business combination transaction. Representatives of Latham & Watkins discussed high-level terms and conditions of the amalgamation agreement. Representatives of Appleby discussed fiduciary duties and other Bermuda law considerations. Directors

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were given an opportunity to ask questions of members of management of Global Crossing and representatives of Goldman Sachs, Latham & Watkins and Appleby. An extensive discussion followed. The board of directors authorized management to continue discussions and negotiations with Level 3.

        On April 2, 2011, Willkie Farr distributed a revised draft of the amalgamation agreement to Global Crossing and its advisors, incorporating provisions agreed upon by the parties on the evening of March 31, 2011. Also on April 2, 2011, Cravath, Swaine & Moore LLP (which we refer to as Cravath), legal counsel to BAML and Citi in their capacity as financing sources, distributed revised drafts of a commitment letter, fee letter and engagement letter to Level 3 and its advisors.

        On April 4, 2011, Latham & Watkins distributed a revised draft of the amalgamation agreement to Level 3 and its advisors. Also on April 4, 2011, STT's counsel, Latham & Watkins Singapore, delivered a revised draft of the voting agreement to Level 3 and its advisors.

        On April 5, 2011, Cravath distributed revised drafts of the commitment letter, fee letter and engagement letter to Level 3 and its advisors. Level 3 subsequently shared such drafts with Global Crossing and its advisors. Representatives of Latham & Watkins discussed with representatives of Willkie Farr the terms and conditions of the draft financing commitment papers prepared by Cravath, and subsequently members of Global Crossing's senior management discussed such terms and conditions with representatives of Latham & Watkins and Goldman Sachs. Following such conversations, representatives of Latham & Watkins distributed comments on the drafts of the financing commitment papers to Willkie Farr.

        Also on April 5, 2011, representatives from Latham & Watkins and Willkie Farr met at Willkie Farr's New York office to discuss the amalgamation agreement with representatives from Level 3 and Global Crossing joining by telephone. Among other items, the parties discussed expanding the parameters pursuant to which the $120 million termination fee would be payable to include a willful breach of the financing commitments by Level 3's financing sources and providing for certain mutual operating flexibility during the period between signing the amalgamation agreement and consummation of the amalgamation.

        Throughout the day on April 6, 2011, representatives of Latham & Watkins and representatives of Willkie Farr negotiated with representatives of Cravath to revise terms of the financing commitment papers. In the evening on April 6, 2011, representatives of Willkie Farr discussed with representatives of Latham & Watkins certain open items on the amalgamation agreement, including a proposal by Level 3 for the $120 million termination fee payable upon termination due to willful breach by Level 3's financing sources to be limited to $70 million plus the excess, up to $120 million in the aggregate, to be recovered against the financing sources, and clarified certain items related to potential regulatory approvals. Later that evening, Willkie Farr delivered a revised draft of the amalgamation agreement to Global Crossing and its advisors, and subsequently representatives of Willkie Farr discussed the revised draft of the amalgamation agreement with representatives of Latham & Watkins, including the circumstances pursuant to which the $120 million termination fee would be payable and the mechanics of a proposed "marketing period" to permit the financing sources sufficient opportunity to market the debt financing prior to closing.

        Also on April 6, 2011, Willkie Farr delivered a revised draft of the voting agreement to STT and its advisors, and Willkie Farr delivered a draft of Level 3's rights agreement to Global Crossing and its advisors.

        On the morning of April 7, 2011, the Global Crossing audit committee met in person at the offices of Latham & Watkins in New York to review financial and accounting due diligence results, and discussed such results with members of management of Global Crossing.

        Later on April 7, 2011, the board of directors of Global Crossing met telephonically and in person at the offices of Latham & Watkins in New York. Members of Global Crossing's senior management team and representatives of Latham & Watkins, Appleby and Goldman Sachs were in attendance for

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the meeting. Members of management reviewed additional due diligence findings regarding cost and potential revenue synergies, human resources matters, contingent liabilities, financial projections, capital structure and necessary regulatory approvals. Representatives of Goldman Sachs discussed material financial terms and preliminary financial analyses of the proposed transaction. Representatives of Latham & Watkins discussed in detail the terms and conditions of the amalgamation agreement, including the remaining open items relating to financing and closing certainty. Directors were given an opportunity to ask questions of members of management of Global Crossing and representatives of Goldman Sachs, Latham & Watkins and Appleby. The directors then engaged in a discussion regarding the relative merits of the transaction. The board of directors authorized management to continue discussions and negotiations with Level 3. Also on April 7, 2011, STT's counsel delivered a revised draft of a unanimous written consent of STT Crossing, the sole holder of shares of Global Crossing convertible preferred stock, approving the entry into the amalgamation agreement by Global Crossing.

        Later in the evening on April 7, 2011, members of Global Crossing's senior management team discussed the remaining material open terms of the amalgamation agreement, which primarily related to the circumstances in which the $120 million financing fee would be payable, the mechanics of the marketing period and the interim operating covenants, with members of Level 3's senior management team.

        On April 8, 2011, Willkie Farr delivered a revised draft of the amalgamation agreement to Global Crossing and its advisors. Later that afternoon, members of Global Crossing's senior management team and representatives of Latham & Watkins met with members of Level 3's senior management team and representatives of Willkie Farr at Willkie Farr's New York office to discuss the revised amalgamation agreement.

        Early in the morning on April 9, 2011, Latham & Watkins delivered a revised draft of the amalgamation agreement to Level 3 and its advisors. Also on April 9, 2011, the board of directors of Global Crossing met telephonically to take action on the proposed amalgamation. Members of Global Crossing's senior management team and representatives of Latham & Watkins and Goldman Sachs were in attendance for the meeting. Representatives of Goldman Sachs discussed material financial terms and financial analyses of the transaction. At the meeting, representatives of Goldman Sachs delivered its oral opinion, subsequently confirmed in writing, to the board of directors, that as of April 10, 2011 and based upon and subject to the factors and assumptions set forth in its written opinion, the exchange ratio pursuant to the amalgamation agreement was fair, from a financial point of view, to the holders (other than Level 3 and its affiliates) of the shares of Global Crossing's common stock. Representatives of Latham & Watkins reviewed the changes to the amalgamation agreement since the April 7, 2011 Global Crossing board of directors meeting. Directors were given an opportunity to ask questions of members of management of Global Crossing and representatives of Goldman Sachs and Latham & Watkins. Discussion followed. The board of directors then resolved, by unanimous vote, that the amalgamation is in the best interest of Global Crossing and its shareholders and the board of directors approved the amalgamation agreement and the amalgamation and the other transactions contemplated thereby. The board of directors also recommended that the shareholders adopt the amalgamation agreement, and resolved that the amalgamation agreement be submitted for consideration by the shareholders at a special meeting of shareholders in accordance with all applicable laws and regulations.

        On April 9, 2011, the board of directors of Level 3 held a special meeting to take action on the proposed amalgamation. At the meeting members of senior management of Level 3 updated the board on the negotiation of the proposed amalgamation with the management of Global Crossing, and reviewed the valuation of Global Crossing. Representatives of Rothschild Inc. (which we refer to as Rothschild and which was engaged by Level 3 on April 3, 2011 solely for the purpose of providing a fairness opinion with respect to the exchange ratio in the amalgamation agreement to the Level 3 board of directors) reviewed their financial analysis of the exchange ratio provided for in the proposed amalgamation and answered questions from the directors. Rothschild then delivered its oral opinion,

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subsequently confirmed in writing, to the Level 3 board that based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Rothschild as set forth in its opinion, the exchange ratio proposed in the amalgamation agreement was, as of the date of the opinion, fair, from a financial point of view, to Level 3. After additional discussions and deliberations, the Level 3 board unanimously determined that the amalgamation agreement, the amalgamation and the other transactions contemplated by the amalgamation agreement, including the Level 3 stock issuance and the adoption of the Level 3 charter amendment, were advisable and fair to and in the best interests of Level 3 and its stockholders and approved the amalgamation agreement, the amalgamation and the other transactions contemplated by the amalgamation agreement. The Level 3 board also resolved unanimously to recommend to Level 3's stockholders that they vote to approve the Level 3 stock issuance and approve the adoption of the Level 3 charter amendment.

        During April 9, 2011 and April 10, 2011, the parties and their counsel finalized the amalgamation agreement and the schedules and exhibits thereto.

        On April 10, 2011, STT Crossing and Level 3 executed and delivered the stockholder agreement and the voting agreement, and STT Crossing executed and delivered the unanimous written consent approving the entry into the amalgamation agreement by Global Crossing. Concurrently, Level 3, Amalgamation Sub and Global Crossing executed and delivered the amalgamation agreement and the financing sources executed and delivered the debt commitment letters.

        On April 11, 2011, the parties issued a joint press release announcing the amalgamation at approximately 7:30 a.m. (Eastern Time). Also on that date, the management teams of both Level 3 and Global Crossing conducted a conference call with analysts and investors regarding the proposed transaction.

Global Crossing's Reasons for the Amalgamation; Recommendation of Global Crossing's Board of Directors

        At a meeting held on April 9, 2011, the board of directors of Global Crossing, by a unanimous vote, (i) determined that the amalgamation is in the best interests of Global Crossing and its shareholders, (ii) approved the execution, delivery and performance by Global Crossing of the amalgamation agreement, including the amalgamation, and (iii) resolved that the amalgamation agreement be submitted for consideration by the shareholders of Global Crossing at a special meeting of shareholders and recommended that Global Crossing's shareholders vote to adopt the amalgamation agreement. In making its recommendation, the Global Crossing board of directors consulted with its legal and financial advisors and its senior management team at various times, and considered a number of factors, including the following principal factors that the Global Crossing board of directors believes support such determinations, approvals, resolutions and recommendations:

    the expectation that the amalgamation will create a more competitive global communications company than Global Crossing could create on a standalone basis, primarily because the combined business will have the potential of becoming a leading global communication company with a portfolio of intercontinental, intercity and metro fiber assets, a broad array of products and services and a diverse set of customer groups;

    management's estimate, consistent with Level 3's management's estimate, that the combination of Global Crossing and Level 3 would over time create significant savings in both expenditures and annualized capital expenditures;

    management's belief that the combined business would have enhanced operational and financial scale, in part as a result of synergies;

    the expectation that the amalgamation would provide improved investment liquidity for Global Crossing shareholders based in part on the significantly greater daily trading volume of Level 3 common stock as compared to that of Global Crossing common shares;

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    the current and prospective competitive climate of the communications industry in which Global Crossing and Level 3 operate, including: increasing competition and potential consolidation of other communication services providers, as well as the effect of such factors on the strategic alternatives reasonably available to Global Crossing if it did not pursue the amalgamation;

    the oral opinion, subsequently confirmed in writing, of Goldman Sachs delivered to the board of directors that, as of April 10, 2011 and based upon and subject to the factors and assumptions set forth in its written opinion, the exchange ratio pursuant to the amalgamation agreement was fair, from a financial point of view to the holders (other than Level 3 and its affiliates) of the outstanding Global Crossing common shares, as well as the related financial analyses presented by Goldman Sachs to the board of directors, as more fully described below in "The Amalgamation—Opinion of Global Crossing's Financial Advisor" beginning on page 70;

    the historical stock prices of Level 3 and Global Crossing, including that the implied value of the exchange ratio based on the closing price per share of Level 3 common stock on April 8, 2011 represented:

    a premium of 55.7% based on the April 8, 2011 closing price per Global Crossing common share of $14.80;

    a premium of 61.1% based on the three month average closing price per Global Crossing common share of $14.30;

    a premium of 65.7% based on the six month average closing price per Global Crossing common share of $13.90; and

    a premium of 72.6% based on the twelve month average closing price per Global Crossing common share of $13.35.

    the potential for appreciation in value of Level 3 common stock following the completion of the amalgamation, and the opportunity for Global Crossing shareholders receiving shares of Level 3 common stock in the amalgamation to participate in this appreciation;

    the likelihood that the amalgamation would be completed, based on, among other things:

    the fact that Level 3 had obtained committed debt financing for the transaction, the limited number and nature of the conditions to the debt financing, the reputation of the financing sources and the obligation of Level 3 to use its commercially reasonable efforts to obtain the debt financing;

    the absence of a financing condition in the amalgamation agreement;

    the likelihood of obtaining regulatory approvals that are required to close the amalgamation;

    the fact that the amalgamation agreement provides that, in the event of a failure of the amalgamation to be consummated under certain circumstances, Level 3 will pay Global Crossing a termination fee of $70 million, which under certain circumstances would be increased to $120 million, plus Global Crossing and its affiliates' expenses up to $5 million (and, under certain circumstances, up to $10 million), as described under "The Amalgamation Agreement—Termination Fees and Expenses; Liability for Breach" beginning on page 129, without Global Crossing having to establish any damages; and

    Global Crossing's ability, under certain circumstances pursuant to the amalgamation agreement, to seek specific performance to prevent breaches of the amalgamation agreement, as described under "The Amalgamation Agreement—Specific Performance" beginning on page 132 and to enforce specifically the terms of the amalgamation agreement; and

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    the other terms and conditions of the amalgamation agreement and the course of negotiations of the amalgamation agreement, including the nature of the parties' representations, warranties and covenants and provisions regarding deal certainty. The Global Crossing board of directors believed, after reviewing the amalgamation agreement with its legal advisors, that the amalgamation agreement offered reasonable assurances as to the likelihood of consummation of the amalgamation, did not impose unreasonable burdens on Global Crossing and would not preclude a superior proposal. In particular, the Global Crossing board of directors noted:

    Global Crossing would have the ability to engage in discussions or negotiations with a person making an unsolicited takeover proposal, and furnish information pursuant to an acceptable confidentiality agreement to such person, if the Global Crossing board of directors determines in good faith by a majority vote that such takeover proposal either constitutes a superior proposal or would reasonably be expected to result in a superior proposal;

    the ability of the Global Crossing board of directors, under certain circumstances, to withdraw, modify or amend its recommendation that its shareholders vote to adopt the amalgamation agreement;

    Global Crossing's ability to terminate the amalgamation agreement to enter into a superior proposal, subject to certain conditions (including the right of Level 3 to have an opportunity to match the superior proposal), provided that Global Crossing concurrently pays a $50 million termination fee plus Level 3's expenses (capped at $5 million plus the amount of the financing expenses actually paid prior to termination) in the event of a termination to enter into a superior proposal, as described under "The Amalgamation Agreement—Termination Fees and Expenses; Liability for Breach" beginning on page 129;

    that the $70 million or $120 million termination fee payable by Level 3 would become payable in certain circumstances, as described under "The Amalgamation Agreement—Termination Fees and Expenses; Liability for Breach" beginning on page 129;

    the closing conditions to the amalgamation, including the fact that the obligations of Level 3 and Amalgamation Sub under the amalgamation agreement are not subject to a financing condition;

    the covenants of Level 3 with respect to the maintenance of certain levels of compensation and benefits for employees of Global Crossing following the completion of the amalgamation as described under "The Amalgamation Agreement—Employee Benefits Matters" beginning on page 120; and

    the rights of dissenting shareholders, if any, to demand to be paid the fair value of their Global Crossing common shares under Section 106 of the Companies Act 1981 of Bermuda (which we refer to as the Companies Act).

        In addition to considering the factors described above, Global Crossing's board of directors also considered the following factors:

    its knowledge of Global Crossing's business, financial condition, results of operations and prospects as well as Level 3's business, financial condition, results of operations and prospects, taking into account the results of Global Crossing's due diligence review of Level 3;

    the projected financial results of Global Crossing through 2015 as a standalone company;

    that the fixed exchange ratio of 16 shares of Level 3 common stock for each Global Crossing common share and share of Global Crossing convertible preferred stock (on an as-converted to Global Crossing common shares basis), by its nature, would not adjust upwards to compensate

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      for declines, or downwards to compensate for increases, in Level 3's stock price prior to completion of the amalgamation;

    the review by the Global Crossing board of directors, in consultation with Global Crossing's legal and financial advisors, of the structure of the amalgamation and terms and conditions of the amalgamation agreement, including certain reciprocal provisions that may have the effect of discouraging alternative acquisition proposals involving Global Crossing and Level 3; and

    the timing considerations with respect to the completion of the amalgamation.

        The Global Crossing board of directors also weighed the factors described above against a number of risks and other factors identified in its deliberations as weighing negatively against the amalgamation:

    the challenges inherent in combining the business, operations and workforces of two global communication services providers, including the interaction of product and service lines, sales teams, service delivery processes, cash management processes, operating and business support systems and other critical business functions;

    the fact that forecasts of future results of operations and synergies are necessarily estimates based on assumptions, and that for these and other reasons there is a risk of not realizing anticipated performance or capturing anticipated operational synergies and cost savings between Global Crossing and Level 3 and the risk that other anticipated benefits might not be realized;

    the substantial costs to be incurred in connection with the amalgamation, including the substantial cash and other costs of integrating the businesses of Global Crossing and Level 3, as well as the transaction expenses arising from the amalgamation;

    the potential negative effect that the pendency of the amalgamation, or a failure to complete the amalgamation, could have on Global Crossing's business and relationships with its employees, customers, suppliers, regulators and the communities in which it operates;

    the risk that governmental entities may not approve the amalgamation, or may impose conditions on Global Crossing or Level 3 in order to gain approval for the amalgamation that may adversely impact the ability of the combined business to realize the synergies that are projected to occur in connection with the amalgamation;

    the risk that the proposed amalgamation would not occur if the financing contemplated by the debt commitment letter, described under "The AmalgamationFinancing Related to the Amalgamation" beginning on page 104, is not obtained, as Level 3 may not on its own possess sufficient funds to refinance Global Crossing's indebtedness and complete the transaction;

    the risk that certain key members of senior management might choose not to remain employed with Global Crossing prior to the completion of the amalgamation or with the combined business after the amalgamation;

    the restrictions on the conduct of Global Crossing's business prior to the completion of the proposed amalgamation, which may delay or prevent Global Crossing from undertaking business opportunities that may arise or any other action it would otherwise take with respect to its operations pending completion of the proposed amalgamation, including financing activities;

    the possibility that the amalgamation might not be completed, or that completion might be unduly delayed for reasons beyond Global Crossing's and/or Level 3's control, and the potential negative impact that may have on Global Crossing's business and relationships with employees, customers, suppliers, regulators and the communities in which it operates;

    the possibility that the amounts that may be payable by Global Crossing upon the termination of the amalgamation agreement could discourage other potential acquirors from making a bid to

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      acquire Global Crossing, including the termination fee of $50 million and up to $5 million of Level 3's expenses plus the amount of the financing expenses actually paid prior to termination if the amalgamation agreement is terminated under certain circumstances set forth in the amalgamation agreement, including due to a superior proposal for Global Crossing or if Global Crossing intentionally and materially breaches the "no-shop" provisions in the amalgamation agreement;

    the fact that if the proposed amalgamation is not completed under certain circumstances, Global Crossing will be required to pay its expenses associated with the amalgamation agreement, the amalgamation and the other transactions contemplated by the amalgamation agreement and 50% of Level 3's financing expenses, as well as, under the circumstances discussed above, Level 3's other expenses (capped at $5 million plus the amount of the financing expenses actually paid) and the $50 million termination fee;

    risks associated with Level 3's substantial indebtedness and the anticipated need to refinance such indebtedness as it comes due; and

    the other risks of the type and nature described under "Risk Factors" beginning on page 41 and the matters described under "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 39.

        In considering the recommendation of the Global Crossing board of directors with respect to the proposal to adopt the amalgamation agreement, you should be aware that Global Crossing directors, non-employee members of the Executive Committee and executive officers may have interests in the amalgamation that are different from, or in addition to, yours. The Global Crossing board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the amalgamation agreement and the amalgamation, and in recommending that the amalgamation agreement be adopted by the shareholders of Global Crossing. See the section entitled "The Amalgamation—Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation" beginning on page 79.

        The foregoing discussion of the information and factors considered by the board of directors of Global Crossing in reaching their conclusions and recommendations is not intended to be exhaustive, but includes the material factors considered by the directors. In view of the wide variety of factors considered in connection with its evaluation of the amalgamation and the complexity of these matters, the board of directors of Global Crossing did not find it practicable to, and did not attempt, to quantify, rank or assign any relative or specific weights to the various factors considered in reaching its determination and making its recommendation. In addition, individual directors may have given different weights to different factors. The board of directors of Global Crossing considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.

        The Global Crossing board of directors recommends that you vote "FOR" the proposal to adopt the amalgamation agreement, "FOR" the proposal to adjourn the Global Crossing special meeting, if necessary, to solicit additional proxies and "FOR" the proposal to approve, on an advisory basis, the compensation payable in connection with the amalgamation.

Opinion of Global Crossing's Financial Advisor

    Opinion of Goldman, Sachs & Co.

        Goldman Sachs rendered its opinion to the board of directors of Global Crossing that, as of April 10, 2011 and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the amalgamation agreement was fair from a financial point of view to the holders (other than Level 3 and its affiliates) of Global Crossing's common shares.

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        The full text of the written opinion of Goldman Sachs, dated April 10, 2011, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this joint proxy statement/prospectus. Goldman Sachs provided its opinion for the information and assistance of the board of directors of Global Crossing in connection with its consideration of the amalgamation. The Goldman Sachs opinion does not constitute a recommendation as to how any holder of Global Crossing's common shares should vote with respect to the amalgamation or any other matter.

        In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

    the amalgamation agreement;

    annual reports to shareholders and annual reports on Form 10-K of Global Crossing for the five fiscal years ended December 31, 2010;

    annual reports to shareholders and annual reports on Form 10-K of Level 3 for the five fiscal years ended December 31, 2010;

    certain interim reports to shareholders and Quarterly Reports on Form 10-Q of Global Crossing and Level 3;

    certain other communications from Global Crossing and Level 3 to their respective shareholders;

    certain publicly available research analyst reports for Global Crossing and Level 3;

    certain internal financial analyses and forecasts for Global Crossing and Level 3 prepared by Global Crossing's management, in each case as approved for Goldman Sachs' use by Global Crossing (which we refer to as the forecasts) and certain cost savings and operating synergies projected by the management of Global Crossing to result from the amalgamation, as approved for Goldman Sachs' use by Global Crossing (which we refer to as the synergies); and

    certain internal financial analyses and forecasts for Level 3 prepared by its management.

        Goldman Sachs also held discussions with members of the senior managements of Global Crossing and Level 3 regarding their assessment of the strategic rationale for, and the potential benefits of, the amalgamation and the past and current business operations, financial condition, and future prospects of their respective companies; reviewed the reported price and trading activity for Global Crossing common shares and Level 3 common stock; compared certain financial and stock market information for Global Crossing and Level 3 with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the telecommunications industry specifically and in other industries generally; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

        For purposes of rendering the opinion described above, Goldman Sachs relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it and it does not assume any responsibility for any such information. In that regard, Goldman Sachs assumed with the consent of the board of directors of Global Crossing that the forecasts and the synergies were reasonably prepared on a basis reflecting the best then-available estimates and judgments of the management of Global Crossing. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Global Crossing or Level 3 or any of their respective subsidiaries, nor was any evaluation or appraisal of the assets or liabilities of Global Crossing or Level 3 or any of their respective subsidiaries furnished to Goldman Sachs. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the amalgamation will be obtained without any adverse effect on Global Crossing or Level 3 or on the

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expected benefits of the amalgamation in any way meaningful to its analysis. Goldman Sachs has also assumed that the amalgamation will be consummated on the terms set forth in the amalgamation agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

        Goldman Sachs' opinion does not address the underlying business decision of Global Crossing to engage in the amalgamation or the relative merits of the amalgamation as compared to any strategic alternatives that may be available to Global Crossing; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs' opinion addresses only the fairness from a financial point of view to the holders (other than Level 3 and its affiliates) of outstanding Global Crossing common shares, as of April 10, 2011, of the exchange ratio pursuant to the amalgamation agreement. Goldman Sachs' opinion does not express any view on, and does not address, any other term or aspect of the amalgamation agreement or the amalgamation or any term or aspect of any other agreement or instrument contemplated by the amalgamation agreement or entered into or amended in connection with the amalgamation, including, without limitation, the stockholder agreement (including, but not limited to, the preemptive rights, board representation rights and transfer restrictions provided therein); the fairness of the amalgamation to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Global Crossing, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Global Crossing or class of such persons in connection with the amalgamation, whether relative to the exchange ratio pursuant to the amalgamation agreement or otherwise. Goldman Sachs does not express any opinion as to the prices at which shares of Level 3 common stock will trade at any time or as to the impact of the amalgamation on the solvency or viability of Global Crossing or Level 3 or the ability of Global Crossing or Level 3 to pay their respective obligations when they come due. Goldman Sachs' opinion was necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to it as of, April 10, 2011. Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs' opinion was approved by a fairness committee of Goldman Sachs.

        The following is a summary of the material financial analyses delivered by Goldman Sachs to the board of directors of Global Crossing in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 8, 2011, which was the last business day prior to the date that Goldman Sachs delivered its opinion to the board of directors of Global Crossing, and is not necessarily indicative of current market conditions.


    Historical Stock Trading Analysis and Implied Historical Exchange Ratio

        Goldman Sachs analyzed the implied price per share of Global Crossing common shares represented by the exchange ratio pursuant to the amalgamation agreement, based on the closing price per share of Level 3 common stock on April 8, 2011, in relation to the historical trading price of Global Crossings' common shares. This analysis indicated that the implied price per share of $23.04, obtained by multiplying the $1.44 price per share of Level 3 common stock on April 8, 2011 by the exchange ratio, represented:

    a premium of 55.7% based on the April 8, 2011 closing price per Global Crossing common share of $14.80;

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    a premium of 61.1% based on the 3 month average closing price per Global Crossing common share of $14.30;

    a premium of 65.7% based on the 6 month average closing price per Global Crossing common share of $13.90; and

    a premium of 72.6% based on the 12 month average closing price per Global Crossing common share of $13.35.

        Goldman Sachs also analyzed the implied historical exchange ratio based on the highest and lowest daily closing prices of each of Global Crossing and Level 3 during the one-year period ending April 8, 2011. Goldman Sachs calculated a range of implied historical exchange ratios by dividing the highest and lowest daily closing prices per Global Crossing common share during such one-year period, respectively, by the highest and lowest daily closing prices per share of Level 3 common stock during such one-year period, respectively. This analysis resulted in a range of implied exchange ratios of 10.73x to 11.88x.


    Selected Companies Analysis

        Goldman Sachs reviewed and compared certain financial information for Global Crossing and Level 3 to corresponding financial information, ratios and public market multiples for the following publicly traded companies in the telecommunications industry:

    Cogent Communications Group, Inc.;

    AboveNet, Inc.;

    tw telecom inc.;

    Colt Group SA;

    Paetec Holding Corp.; and

    Cable & Wireless Worldwide, plc (which we refer to collectively as the selected companies).

        Although none of the selected companies is directly comparable to Global Crossing or Level 3, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Global Crossing and Level 3. With respect to each of the selected companies, Goldman Sachs calculated the following multiples and compared them to the results for Global Crossing and Level 3:

    enterprise value (which we refer to as EV), which is the market value of common equity on a diluted basis (including outstanding warrants, options, restricted stock units and in-the-money convertible securities) plus the par value of total debt, preferred equity and minority interest less cash and cash equivalents per the latest publicly available financial statements, as a multiple of estimated 2011 fiscal year earnings before interest, taxes, depreciation, amortization and stock compensation (which we refer to as adjusted EBITDA); and

    EV as a multiple of estimated 2011 adjusted EBITDA less capital expenditures (which we refer to as cap ex).

        The calculations for the selected companies, Global Crossing and Level 3 were based on the closing prices per share of their respective common shares/stock on April 8, 2011, information from SEC filings and adjusted EBITDA and cap ex estimates from publicly available research analyst reports

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and, in the case of Global Crossing and Level 3, the forecasts. The results of these analyses are summarized as follows:

Company
  EV / Estimated 2011
Adjusted EBITDA
  EV / Estimated 2011
Adjusted EBITDA—cap ex
 

Global Crossing

    5.4 x   13.2 x

Level 3

    9.4 x   18.5 x

Average of selected companies

    6.3 x   17.0 x

High of selected companies

    8.5 x   29.7 x

Low of selected companies

    2.8 x   5.3 x


    Illustrative Discounted Cash Flow Analysis

        Using the forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis for Global Crossing. Goldman Sachs calculated indications of net present value of free cash flows for Global Crossing for the years 2011 to 2015 using a discount rate of 10.50%, reflecting estimates of Global Crossing's weighted-average cost of capital. Goldman Sachs then calculated implied prices per Global Crossing common share on a fully diluted basis using illustrative terminal values based on illustrative perpetuity growth rates ranging between 2.00% and 3.00%. These illustrative terminal values were then discounted using an illustrative discount rate of 10.50%. This analysis resulted in a range of illustrative per share value indications of $24.30 to $28.32.

        In addition, using the forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis for Level 3. Goldman Sachs calculated indications of net present value of free cash flows for Level 3 for the years 2011 to 2015 using a discount rate of 10.00%, reflecting estimates of Level 3's weighted average cost of capital. Goldman Sachs then calculated implied prices per share of Level 3 common stock on a fully diluted basis using an illustrative terminal values based on illustrative perpetuity growth rates ranging between 2.00% and 3.00%. These illustrative terminal values were then discounted using illustrative discount rate of 10.00%. This analysis resulted in a range of illustrative per share value indications of $1.47 to $1.96.

        These illustrative per share value indications based on a discounted cash flow analysis resulted in a range of implied exchange ratios of 14.47x to 16.48x.


    Present Value of Future Share Price Analysis

        Goldman Sachs performed an illustrative analysis of the implied present value of the future price per Global Crossing common share and share of Level 3 common stock using the forecasts, which is designed to provide an indication of the present value of a theoretical future value of a company's equity.

        Goldman Sachs first calculated the implied future values per share as of year-end 2012 by applying EV / adjusted EBITDA multiples to the estimated 2013 adjusted EBITDA, subtracting total indebtedness and adding cash and cash equivalents expected as of year-end 2012 to determine the implied equity value for each of Global Crossing and Level 3, and then divided the implied equity value by the fully diluted share count to determine the implied future values per share. These implied future values per share were then discounted back to April 8, 2011 using a discount rate of 14.0%, reflecting an estimate of Global Crossing's and Level 3's costs of equity.

        Using EV / adjusted estimated 2013 EBITDA multiples of 4.9x-5.9x, this analysis resulted in a range of illustrative per share values for Global Crossing of $17.44 to $23.22. Using EV / adjusted estimated EBITDA multiples of 8.4x-10.4x, this analysis resulted in a range of illustrative per share values for Level 3 of $1.50 to $2.26.

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        These illustrative per share value indications based on a present value of future share price analysis resulted in a range of implied exchange ratios of 10.27x to 11.60x.


    Illustrative Future Share Price Analysis

        Using the forecasts and synergies, Goldman Sachs performed an illustrative future share price analysis of common stock of Global Crossing and, assuming a transaction at the contemplated 16.0x exchange ratio, the combined business. This analysis is designed to provide an indication of the future value of a company's equity as a function of such company's assumed EV to adjusted EBITDA multiple. For this analysis, Goldman Sachs used certain financial information from the forecasts for each of the fiscal years 2011 to 2014. Goldman Sachs calculated the implied values per share of common stock of Global Crossing and the combined business for each of the fiscal years 2011 to 2014 by applying (i) EV to an adjusted EBITDA multiple of 5.4x for Global Crossing and 8.1x for the combined business (using estimated EBITDA synergies of between $300 million and $350 million) and (ii) adjusted EBITDA less cap ex multiple of 13.2x for Global Crossing and 17.0x for the combined business (using EBITDA and cap ex synergies of between $336 million and $386 million). The following are the results of this analysis:

Fiscal Year   Illustrative Future Share Price
(EV/Adjusted EBITDA)
  Illustrative Future Share Price
(EV/Adjusted EBITDA less cap ex)
2011 - 2014   Global Crossing
$19.03 - $42.87
  Combined Business
$30.60 - $68.73
  Global Crossing
$19.65 - $63.66
  Combined Business
$38.74 - $100.45


    Selected Transactions Analysis

        Goldman Sachs analyzed certain information relating to the following selected transactions in the telecommunications industry:

    SBC Communications, Inc.'s acquisition of AT&T, announced on January 31, 2005;

    Verizon Communications Inc.'s acquisition of MCI, Inc., announced on February 14, 2005;

    Level 3's acquisition of WilTel Communications Group, announced on October 30, 2005; and

    Level 3's acquisition of Broadwing Corporation, announced on October 17, 2006;

        While none of the businesses or companies that participated in these selected transactions are directly comparable to Global Crossing or Level 3's current businesses and operations, the businesses and companies that participated in the selected transactions are businesses and companies with operations that, for the purposes of analysis, may be considered similar to certain of Global Crossing or Level 3's current results, market size, product profile and end market exposure.

        For each of the selected transactions, Goldman Sachs calculated and compared, based on publicly available information, the EV of the transaction as a multiple of the one-year forward adjusted EBITDA excluding synergies and including synergies. The following table presents the results of this analysis:

Multiple
  Selected Transactions Range

1-year forward adjusted EBITDA (excluding synergies)

  3.8x - 44.4x

1-year forward adjusted EBITDA (including synergies)

  2.5x - 5.4x

Median 1-year forward adjusted EBITDA (excluding / including synergies)

  7.1x / 2.9x

        Assuming the 16.0x transaction exchange ratio and using the forecasts, the transaction would result in a 1-year forward adjusted EBITDA multiple of 7.1x (excluding synergies) and a 1-year forward adjusted EBITDA multiple of 3.9x (including synergies).

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    Premiums Paid Analysis

        Goldman Sachs analyzed certain publicly available information relating to all-stock mergers, from January 1, 2002 through April 8, 2011, valued at over $1 billion and involving U.S. public companies as both merger parties (excluding certain transactions with negative premia and transactions with unique, idiosyncratic fact patterns). Goldman Sachs calculated the implied price per share represented by the exchange ratio, based on the last closing price per share of the acquiror's common stock before announcement of the transaction, in relation to the closing trading price of the target company's common stock four weeks earlier. Based on these calculations, the median premium for these transactions was 25.4% and the average premium was 27.5%. Based on the 16.0x exchange ratio, the closing price per share of Level 3 common stock on April 8, 2011 and the closing price per Global Crossing common share of $14.83 on the date four weeks prior to April 8, 2010, the transaction implied a premium of 55.4%.

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Global Crossing or Level 3 or the amalgamation.

        Goldman Sachs prepared these analyses for purposes of Goldman Sachs' providing its opinion to the board of directors of Global Crossing that, as of April 10, 2011 and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the amalgamation agreement was fair from a financial point of view to the holders (other than Level 3 and its affiliates) of Global Crossing's common shares. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Global Crossing, Level 3, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

        The exchange ratio was determined through arm's-length negotiations between Global Crossing and Level 3 and was approved by the board of directors of Global Crossing. Goldman Sachs provided advice to Global Crossing during these negotiations. Goldman Sachs did not, however, recommend any specific exchange ratio to Global Crossing or its board of directors or recommend that any specific exchange ratio constituted the only appropriate exchange ratio for the transaction.

        As described above, Goldman Sachs' opinion to the board of directors of Global Crossing was one of many factors taken into consideration by the board of directors of Global Crossing in making its determination to approve the amalgamation agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

        Goldman Sachs and its affiliates are engaged in investment banking and financial advisory services, commercial banking, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Goldman Sachs and its affiliates may at any time make or hold

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long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of Global Crossing, Level 3 and any of their respective affiliates and third parties, including STT Crossing, Temasek Holdings (Private) Limited (which we refer to as Temasek) and any of their respective affiliates or portfolio companies, or any currency or commodity that may be involved in the transaction contemplated by the amalgamation agreement for their own account and for the accounts of their customers. Goldman Sachs acted as financial advisor to Global Crossing in connection with, and participated in certain of the negotiations leading to, the amalgamation agreement. Goldman Sachs has provided certain investment banking and other financial services to Global Crossing and its affiliates from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as joint book-running manager with respect to a public offering of 12.00% Notes due 2015 (aggregate principal amount $750 million) by Global Crossing in September 2009; joint book-running manager with respect to Global Crossing's open market repurchase of 9.875% Notes due 2017 (aggregate amount of $225 million) in September 2009; and joint book-running manager with respect to a public offering of Global Crossing's 9.00% Notes due 2019 (aggregate principal amount $150 million) in October 2010. Goldman Sachs has also provided certain investment banking and other financial services to Temasek and its affiliates and its portfolio companies from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as joint book running manager with respect to a public offering of 4.30% Investment Grade Notes (aggregate amount of $1.0 billion) by Temasek in October 2009; joint book-running manager with respect to a public offering of 5.375% Investment Grade Notes (aggregate amount of $500 million) by Temasek in November 2009; and joint book-running manager with respect to a public offering of 4.20% Investment Grade Notes (aggregate amount of $1.0 billion) by Temasek in August 2010. Goldman Sachs may also in the future provide investment banking services to the Global Crossing, Level 3 and their respective affiliates and Temasek, STT Crossing and their respective affiliates and portfolio companies for which its Investment Banking Division may receive compensation. Affiliates of Goldman, Sachs & Co. also may have co-invested with Temasek, STT Crossing and their respective affiliates and portfolio companies and may have invested in limited partnership units of affiliates of Temasek and STT Crossing from time to time and may do so in the future.

        The board of directors of Global Crossing selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the amalgamation. Pursuant to a letter agreement dated March 29, 2011, Global Crossing engaged Goldman Sachs to act as its financial advisor in connection with the contemplated transaction. Pursuant to the terms of this engagement letter, Global Crossing has agreed to pay Goldman Sachs a transaction fee of 0.065% of the aggregate consideration, which, as of the date of the amalgamation agreement was approximately $22 million, $20 million of which is contingent upon consummation of the transaction and $2 million of which became payable upon announcement of the amalgamation, and, in addition, Global Crossing may elect to pay Goldman Sachs an incentive fee of 0.1% of the aggregate consideration paid in the transaction at its sole discretion. Global Crossing has agreed to reimburse Goldman Sachs for its expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of its engagement.

Certain Global Crossing Prospective Financial Information

        Global Crossing does not as a matter of course make public long-term forecasts as to future performance or other prospective financial information beyond the current fiscal year, and Global Crossing is especially wary of making forecasts or projections for extended periods due to the unpredictability of the underlying assumptions and estimates. However, as part of the due diligence review of Global Crossing in connection with the amalgamation, Global Crossing's management prepared and provided to Level 3, as well as to Goldman Sachs and Rothschild in connection with their

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respective evaluation of the fairness of the amalgamation consideration, non-public, internal financial forecasts regarding Global Crossing's projected future operations for the 2011 through 2015 fiscal years. Global Crossing has included below a summary of these forecasts for the purpose of providing stockholders and investors access to certain non-public information that was furnished to third parties and such information may not be appropriate for other purposes. These forecasts were also considered by the Global Crossing board of directors for purposes of evaluating the amalgamation. The Global Crossing board of directors also considered non-public, financial forecasts prepared by Level 3 regarding Level 3's anticipated future operations for the 2011 through 2015 fiscal years for purposes of evaluating Level 3 and the amalgamation. See "The Amalgamation—Certain Level 3 Prospective Financial Information" beginning on page 98 for more information about the forecasts prepared by Level 3.

        The Global Crossing internal financial forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, generally accepted accounting principles in the United States. Ernst & Young LLP has not examined, compiled or performed any procedures with respect to the accompanying prospective financial information and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP reports incorporated by reference in this joint proxy statement/prospectus relate to Global Crossing's historical financial information. They do not extend to the prospective financial information and should not be read to do so. The summary of these internal financial forecasts included below is not being included to influence your decision whether to vote for the amalgamation and the transactions contemplated in connection with the amalgamation, but because these internal financial forecasts were provided by Global Crossing to Level 3 and Goldman Sachs and Rothschild.

        While presented with numeric specificity, these internal financial forecasts were based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, economic, market and financial conditions and additional matters specific to Global Crossing's businesses) that are inherently subjective and uncertain and are beyond the control of Global Crossing's management. Important factors that may affect actual results and cause these internal financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to Global Crossing's business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the "Risk Factors" section of Global Crossing's Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. These internal financial forecasts also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in these internal financial forecasts. Accordingly, there can be no assurance that the forecasted results summarized below will be realized.

        The inclusion of a summary of these internal financial forecasts in this joint proxy statement/prospectus should not be regarded as an indication that any of Global Crossing, Level 3 or their respective affiliates, advisors or representatives considered these internal financial forecasts to be predictive of actual future events, and these internal financial forecasts should not be relied upon as such nor should the information contained in these internal financial forecasts be considered appropriate for other purposes. None of Global Crossing, Level 3 or their respective affiliates, advisors, officers, directors or representatives can give you any assurance that actual results will not differ materially from these internal financial forecasts, and none of them undertakes any obligation to update or otherwise revise or reconcile these internal financial forecasts to reflect circumstances existing after the date these internal financial forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying these forecasts are shown

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to be in error. Since the forecasts cover multiple years, such information by its nature becomes less meaningful and predictive with each successive year. Global Crossing does not intend to make publicly available any update or other revision to these internal financial forecasts. None of Global Crossing or its affiliates, advisors, officers, directors or representatives has made or makes any representation to any shareholder or other person regarding Global Crossing's ultimate performance compared to the information contained in these internal financial forecasts or that the forecasted results will be achieved. Global Crossing has made no representation to Level 3, in the amalgamation agreement or otherwise, concerning these internal financial forecasts. The below forecasts do not give effect to the amalgamation. Global Crossing urges all stockholders to review Global Crossing's most recent SEC filings for a description of Global Crossing's reported financial results.

 
  Fiscal Year  
($ in millions)
  2011E   2012E   2013E   2014E   2015E  

Revenue

  $ 2,765   $ 2,935   $ 3,149   $ 3,395   $ 3,670  
 

% growth

    6.0 %   6.1 %   7.3 %   7.8 %   8.1 %

Adjusted EBITDA(1)

  $ 440   $ 521   $ 626   $ 743   $ 872  
 

% growth

    4.7 %   18.5 %   20.2 %   18.6 %   17.5 %
 

% margin

    15.9 %   17.8 %   19.9 %   21.9 %   23.8 %

(1)
Adjusted EBITDA is pre non-cash stock based compensation

Adjustments

    The Level 3 Management Case for Global Crossing

        Level 3's management made adjustments to the financial forecasts provided by Global Crossing. The Level 3 management case for Global Crossing was created by Level 3's management to reflect more conservative future performance by Global Crossing. Both the financial forecasts provided by Global Crossing and this adjusted forecast were presented by Level 3's management to its board of directors and to Rothschild.

 
  Fiscal Year  
($ in millions)
  2011E   2012E   2013E   2014E   2015E  

Revenue

  $ 2,717   $ 2,856   $ 3,027   $ 3,219   $ 3,417  
 

% growth

    4.1 %   5.1 %   6.0 %   6.3 %   6.2 %

Adjusted EBITDA(1)

  $ 438   $ 478   $ 560   $ 648   $ 736  
 

% growth

    4.3 %   9.1 %   17.2 %   15.7 %   13.6 %
 

% margin

    16.1 %   16.7 %   18.5 %   20.1 %   21.5 %

(1)
Adjusted EBITDA is pre non-cash stock based compensation


Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation

        In considering the recommendation of the Global Crossing board of directors that you vote to approve and adopt the amalgamation agreement and the amalgamation, you should be aware that aside from their interests as Global Crossing shareholders, Global Crossing's directors, non-employee members of the Executive Committee and executive officers have interests in the amalgamation that are different from, or in addition to, those of other Global Crossing shareholders generally. The members of Global Crossing's board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the amalgamation agreement and the amalgamation, and in recommending to the Global Crossing shareholders that the amalgamation agreement and the amalgamation be adopted. See the section entitled "The Amalgamation—Background of the

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Amalgamation" beginning on page 57, and the section entitled "The Amalgamation—Global Crossing's Reasons for the Amalgamation; Recommendation of Global Crossing's Board of Directors" beginning on page 66. Global Crossing's shareholders should take these interests into account in deciding whether to vote "FOR" the approval and adoption of the amalgamation agreement and the amalgamation.

        As described in more detail below, the interests of Global Crossing's directors, non-employee members of the Executive Committee and executive officers in the amalgamation that are different from, or in addition to, those of other Global Crossing shareholders may include:

    the accelerated vesting of Global Crossing restricted stock unit awards, in the case of all three groups, and performance-based restricted stock unit awards, in the case of executive officers, immediately upon consummation of the amalgamation;

    in the case of executive officers, the earning of prorated 2011 annual bonuses upon consummation of the amalgamation;

    in the case of executive officers, the receipt of certain severance payments and benefits upon certain terminations of employment following consummation of the amalgamation; and

    in the case of Mr. Legere, the receipt of a gross-up payment to make him whole for any excise taxes imposed as a result of Section 280G of the Code on any compensation received by him.

        These interests are described in more detail below, and certain of them are quantified in the tables that follow the narrative below. In addition, pursuant to the terms of the amalgamation agreement, Global Crossing directors, non-employee members of the Executive Committee and executive officers will be entitled to certain ongoing indemnification and coverage under directors' and officers' liability insurance policies from the amalgamated company. Such indemnification is further described in the section entitled "The Amalgamation Agreement—Indemnification and Insurance" beginning on page 121.

    Equity Awards

        Global Crossing directors, non-employee members of the Executive Committee and executive officers will receive the amalgamation consideration for each vested Global Crossing common share that they own as of the date of consummation of the amalgamation in the same manner as other shareholders. In addition, each of their stock options (all of which are vested) will be converted into options with respect to Level 3 common stock, as described under "The Amalgamation Agreement—Treatment of Global Crossing Share Options and Other Stock Awards" beginning on page 122.

        Global Crossing's executive officers also hold restricted stock unit awards that vest based solely on the passage of time and restricted stock unit awards that vest based on the satisfaction of performance conditions. Global Crossing's directors and non-employee members of the Executive Committee hold time-based restricted stock unit awards. In addition, the amalgamation agreement allows directors and non-employee members of the Executive Committee to receive their regularly scheduled grants of equity awards until the consummation of the amalgamation. The grants for each such director and non-employee member of the Executive Committee consist of (i) a retainer grant each July and January of unrestricted common shares valued at $12,500, and (ii) an annual grant of time-based restricted stock unit awards valued at $80,000 made on the date of Global Crossing's annual general meeting of shareholders.


    Restricted Stock Unit Awards

        As described under "The Amalgamation Agreement—Treatment of Global Crossing Share Options and Other Stock Awards," each time-based restricted stock unit award that remains outstanding as of immediately prior to the effective time of the amalgamation, including those held by Global Crossing directors, non-employee Executive Committee members and executive officers, will fully vest as of

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immediately prior to the effective time of the amalgamation. Each such award will settle shortly following the effective time of the amalgamation in the form of a number of shares of Level 3 common stock equal to the number of Global Crossing common shares otherwise issuable upon settlement of such restricted stock unit award multiplied by the exchange ratio (with fractional shares being rounded down).


    Performance-Based Restricted Stock Unit Awards

        As described under "The Amalgamation Agreement—Treatment of Global Crossing Share Options and Other Stock Awards," each performance-based restricted stock unit award that remains outstanding as of immediately prior to the effective time of the amalgamation, including those held by Global Crossing's executive officers, will vest as of immediately prior to the effective time of the amalgamation to the extent provided in the applicable award agreement.

        The performance-based restricted stock unit awards vest based on a total shareholder return (which we refer to as TSR) measure that compares Global Crossing's ranking in three-year total shareholder return to the three-year total shareholder returns of companies in the NASDAQ Telecommunications Index Companies and the S&P Small Cap Companies peer groups. If there were no change in control, total shareholder return would be calculated for Global Crossing and for each company in each peer group by comparing the average share price in the last month of the three-year performance period (factoring in dividends) to the average share price in the month immediately prior to the start of the performance period. The table below describes how Global Crossing's percentile ranking among its peers translates into a payout percentage of the original target shares awarded. The ranking and payout percentage are calculated separately for each peer group, and the two results are averaged to determine the actual percentage earned.

Global Crossing's Three-Year TSR
Percentile Ranking Among Peers
  Percent of Original
Target Award Paid
 

Below 30th

    0 %

30th to <40th

    60 %

40th to <50th

    80 %

50th to <60th

    100 %

60th to <70th

    120 %*

70th to <80th

    160 %*

80th or above

    200 %*

*
Any payout over 100% is subject to Global Crossing's Compensation Committee discretion except in the event of accelerated vesting due to a change in control.

        In the event of a change in control, which will occur upon consummation of the amalgamation, the performance-based restricted stock unit award agreements provide that the performance period will be deemed to end on the date of the change in control, and the total shareholder return performance measure will be calculated using the average of the closing prices for each company in each peer group during the 30-consecutive day period ending on the date of the change in control as the ending share price for each such company and the per-share consideration received by Global Crossing shareholders generally in the change in control as the ending price for Global Crossing common shares. For these purposes, the shares of Level 3 common stock to be received by Global Crossing shareholders in the amalgamation will be valued as of the closing date.

        Each performance-based restricted stock unit award will settle shortly following the effective time of the amalgamation in the form of a number of shares of Level 3 common stock equal to the number of Global Crossing common shares otherwise issuable upon settlement of such restricted stock unit award, as described above, multiplied by the exchange ratio (with fractional shares being rounded

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down). Any performance-based restricted stock unit awards that do not vest and settle as described above will be cancelled as of immediately prior to the effective time of the amalgamation for no consideration.

    2011 Bonus Program

        In connection with the execution of the amalgamation agreement, the Global Crossing 2011 Bonus Program, in which executive officers as well as other employees participate, was amended to provide that if consummation of the amalgamation occurs before the 2011 bonus would otherwise be paid, the performance period will terminate on the date of such consummation and the Global Crossing board of directors will determine the payout amounts at that time. Such determination will be made in accordance with the terms of the program as in effect prior to the amendment, adjusted in the sole discretion of the Global Crossing board of directors to account for the shortened performance period by taking into account, among other things, expected full-year Global Crossing performance relative to the program's full-year OIBDA and cash-flow targets, based on actual Global Crossing performance through the date of consummation of the amalgamation. Any payout above 100% of target (prorated to account for the shortened performance period) will require the consent of Level 3. Any bonus payout determined by the Global Crossing board of directors will be paid in cash or shares of Level 3 common stock, as determined by Level 3's board of directors in its sole discretion, no later than March 15, 2012. Any employee who is awarded a bonus payout by Global Crossing's board of directors will be entitled to receive that payout if he or she is terminated in connection with a reduction in force before the payment date, subject to execution of a standard release of employment-related claims against Global Crossing and its affiliates.

    Severance Payments

        In the event of an involuntary termination of employment by Global Crossing without "cause" (as defined in the applicable agreement or plan) or a voluntary termination by the executive officer for "good reason" (defined below), whether before or after a change in control, the executive officers (other than Hector R. Alonso, whom we refer to as Mr. Alonso) are contractually entitled to certain severance payments and benefits. The severance benefits, which are payable under the Global Crossing Limited Key Management Protection Plan (which we refer to as the KMPP) and, in the case of Mr. Legere, his employment agreement, consist of (i) a lump-sum cash severance payment equal to three, in the case of Mr. Legere, or one or two, in the case of the other executive officers, times the sum of base salary and annual target bonus for the year of termination, (ii) a lump-sum amount representing a prorated portion of the annual target bonus for the year of termination (iii) continued health and welfare benefits for three years, in the case of Mr. Legere, or one or two years, in the case of the other executive officers, following termination, and (iv) payment for outplacement services in an amount up to 30% of base salary. Mr. Legere is also entitled to be reimbursed, on a net, after-tax basis, for any excise taxes imposed on his payments in connection with Section 280G of the Code. In connection with the amalgamation, Global Crossing and Level 3 agreed to extend the term of the KMPP, which would have otherwise expired on December 31, 2011, through December 31, 2012, so that it would apply to any qualifying termination prior to such date. Mr. Legere's employment agreement expires on August 15, 2012.

        For purposes of Mr. Legere's employment agreement, "good reason" is defined as (i) a material diminution in the nature or scope of his authority, powers, functions, duties, positions or responsibilities or the assignment of duties, responsibilities or reporting relationships that are inconsistent with and adverse to his then positions or responsibilities, (ii) a material uncured breach by Global Crossing of his employment agreement or (iii) a failure by a successor of Global Crossing to assume Global Crossing's obligations under the employment agreement. For purposes of the KMPP, "good reason" is defined as (i) any material reduction in the executive's base salary, other than any reduction made pursuant to and consistent with a broad-based reduction applicable to all similarly situated executives,

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or (ii) any material diminution in the executive's duties or responsibilities. In both cases, certain procedural requirements must be met in order for the executives to resign for good reason.

        Mr. Alonso is entitled to a severance payment pursuant to Argentine law in the event of termination of employment for certain reasons (whether before or after a change in control).

        Severance benefits payable under the KMPP are subject to the execution by the executive officer of a release of claims in favor of Global Crossing. The calculation of severance under Argentine law is complex and involves numerous assumptions.

    Retirement Benefits

        David R. Carey and Robert A. Klug have fully vested benefits in Global Crossing's Non-Qualified Savings Plan, a non-qualified defined contribution retirement plan, and Mr. Enright has fully vested benefits in Global Crossing's frozen pension plan. These benefits are payable upon a termination of employment at any time, including in connection with the amalgamation, and will not be enhanced in connection with the amalgamation, so they are not quantified in the tables below. The benefits payable under the pension plan vary depending on age and years of service completed as of the termination date.

Quantification of Payments and Benefits

        The following tables show the amounts of payments and benefits that each Global Crossing director, non-employee member of the Executive Committee and executive officer would receive in connection with the amalgamation, assuming the consummation of the amalgamation occurred on May 31, 2011, and, in the case of the executive officers, the employment of the executive officer was terminated by the surviving company without cause or by the executive officer for good reason on such date. The first table below, entitled "Named Executive Officers", along with its footnotes, shows the compensation payable to Global Crossing's chief executive officer, chief financial officer and the three other most highly compensated executive officers, as determined for purposes of its most recent annual proxy statement, and is subject to an advisory vote of Global Crossing's shareholders, as described under "The Amalgamation—Interests of Global Crossing Directors, Non-Employee Members of the Executive Committee and Executive Officers in the Amalgamation—Advisory Vote on Golden Parachutes." The second table below, entitled "Other Executive Officers, Non-employee Members of the Executive Committee and Directors," along with its footnotes, shows the compensation payable to the other executive officers, as well as Global Crossing directors and non-employee members of the Executive Committee, and is not subject to such an advisory vote. Although the rules of the SEC do not require the second table, it has been included so that quantification of the payments and benefits that could be received by all our directors, non-employee members of the Executive Committee and executive officers is presented in a uniform manner.

Named Executive Officers*

Name
  Cash
($)(1)
  Equity
($)(2)
  Pension/
NQDC
($)
  Perquisites/
benefits
($)(3)
  Tax
reimburse-
ments
($)(4)
  Other
($)(5)
  Total
($)
 

John J. Legere

  $ 7,055,068   $ 41,320,662         $ 39,704   $ 13,543,183   $ 330,000   $ 62,288,617  

John Kritzmacher

  $ 1,962,897   $ 10,816,838         $ 26,470         $ 165,000   $ 12,971,205  

David R. Carey

  $ 1,516,784   $ 7,610,868         $ 21,262         $ 127,500   $ 9,276,414  

Daniel J. Enright

  $ 1,427,562   $ 7,594,319         $ 26,470         $ 120,000   $ 9,168,350  

John B. McShane

  $ 1,528,129   $ 7,610,868         $ 26,470         $ 128,610   $ 9,294,076  

*
Subject to advisory vote on golden parachutes.

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(1)
As described above, the cash payments consist of (a) a prorated 2011 annual bonus, which is a "single-trigger" payment payable as a result of consummation of the amalgamation, whether or not employment is terminated, and (b) a lump-sum payment equal to a multiple of base salary and target bonus for the year of termination, payable upon a qualifying termination of employment, whether prior to or following the consummation of the amalgamation. The prorated 2011 annual bonus is assumed to be paid at target for purposes of this table.


The two amounts are broken down as follows:

 
  Prorated
Bonus
  Severance
Payment
 

John J. Legere

  $ 455,068   $ 6,600,000  

John Kritzmacher

  $ 147,897   $ 1,815,000  

David R. Carey

  $ 114,284   $ 1,402,500  

Daniel J. Enright

  $ 107,562   $ 1,320,000  

John B. McShane

  $ 113,419   $ 1,414,710  
(2)
As described above, the equity amounts consist of the accelerated vesting of restricted stock units and performance-based restricted stock units (assuming the maximum 200% payout in the case of performance-based restricted stock units based on Global Crossing's most recent estimate of its relative TSR performance), which is "single-trigger" in that it will occur immediately upon consummation of the amalgamation, whether or not employment is terminated. The following table shows the amounts in this column attributable to the two types of restricted stock units:

 
  Global
Crossing
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Restricted
Stock Units
($)
  Performance-
based
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Performance-
based
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Performance-
based
Restricted
Stock Units
($)
 

John J. Legere

    537,031     8,592,496   $ 14,521,318     991,100     15,857,600   $ 26,799,344  

John Kritzmacher

    142,331     2,277,296   $ 3,848,630     257,700     4,123,200   $ 6,968,208  

David R. Carey

    100,767     1,612,272   $ 2,724,740     180,700     2,891,200   $ 4,886,128  

Daniel J. Enright

    100,155     1,602,480   $ 2,708,191     180,700     2,891,200   $ 4,886,128  

John B. McShane

    100,767     1,612,272   $ 2,724,740     180,700     2,891,200   $ 4,886,128  

Since the restricted stock units will settle in the form of shares of Level 3 common stock shortly following consummation of the amalgamation, the table shows the values of the Level 3 shares, based on the average closing market price of such shares over the first five business days following public announcement of the amalgamation, or $1.69. Depending on when consummation of the amalgamation occurs, certain restricted stock units shown as unvested in the table may become vested in accordance with their terms without regard to the amalgamation.

(3)
The amounts in this column represent the value of continued health and welfare benefits, payable upon a qualifying termination of employment, whether prior to or following the consummation of the amalgamation.

(4)
The amount in this column represents an estimate of the gross-up payment that Mr. Legere is entitled to with respect to any taxes imposed on his payments as a result of Section 280G of the Code. Estimates are subject to change based upon the dates of completion of the amalgamation and termination, share price at the date of completion of the amalgamation, interest rates then in effect, and certain other assumptions used in the calculation.

(5)
The amounts in this column represent the value of outplacement services, payable upon a qualifying termination of employment, whether prior to or following the consummation of the amalgamation.

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Other Executive Officers, Non-Employee Members of the Executive Committee and Directors*

Name
  Cash
($)(1)
  Equity
($)(2)
  Pension/
NQDC
($)
  Perquisites/
benefits
($)(3)
  Tax
reimburse-
ments
($)
  Other
($)(4)
  Total
($)
 

Directors

                                           

Lodewijk Christian van Wachem

        $ 195,472                           $ 195,472  

Peter Seah Lim Huat

        $ 195,472                           $ 195,472  

E.C. Aldridge, Jr. 

        $ 195,472                           $ 195,472  

Archie Clemins

        $ 195,472                           $ 195,472  

Donald L. Cromer

        $ 195,472                           $ 195,472  

Richard R. Erkeneff

        $ 195,472                           $ 195,472  

Lee Theng Kiat

        $ 195,472                           $ 195,472  

Charles Macaluso

        $ 195,472                           $ 195,472  

Michael Rescoe

        $ 195,472                           $ 195,472  

Robert J. Sachs

        $ 195,472                           $ 195,472  

Non-Employee Members of the Executive Committee

                                           

Steven T. Clontz

        $ 195,472                           $ 195,472  

Jeremiah D. Lambert

        $ 195,472                           $ 195,472  

Executive Officers

                                           

Hector R. Alonso

  $ 695,802   $ 6,889,035                     $ 30,308   $ 7,615,145  

Omar A. Altaji

  $ 1,331,014   $ 6,892,388         $ 26,470         $ 120,000   $ 8,369,871  

Neil Barua

  $ 1,224,533   $ 6,874,460         $ 22,798         $ 110,400   $ 8,232,191  

Anthony D. Christie

  $ 1,331,014   $ 6,892,388         $ 24,502         $ 120,000   $ 8,367,903  

Edward Higase

  $ 1,197,912   $ 4,968,600         $ 22,798         $ 108,000   $ 6,297,310  

Robert A. Klug

  $ 449,945   $ 1,748,596         $ 13,235         $ 82,500   $ 2,294,276  

John R. Mulhearn, Jr. 

  $ 1,064,811   $ 6,847,528         $ 3,190         $ 96,000   $ 8,011,529  

Laurinda Y. Pang

  $ 925,849   $ 3,806,313         $ 24,718         $ 90,000   $ 4,846,880  

*
Not subject to advisory vote on golden parachutes.

(1)
As described above, the cash payments for the executive officers consist of (a) a prorated 2011 annual bonus, which is a "single-trigger" payment payable as a result of consummation of the amalgamation, whether or not employment is terminated, and (b) in the case of the executive officers other than Mr. Alonso, a lump-sum payment equal to a multiple of base salary and target bonus for the year of termination, payable upon a qualifying termination of employment, whether prior to or following the consummation of the amalgamation. The cash payment shown for Mr. Alonso represents the estimated severance payment he is entitled to under Argentine law upon termination of employment for certain reasons (whether prior to or following the consummation of the amalgamation). The prorated 2011 annual bonus is assumed to be paid at target for purposes of this table.

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    The two amounts are broken down as follows:

 
  Prorated Bonus   Severance Payment  

Hector R. Alonso

  $ 89,648   $ 606,154  

Omar A. Altaji

  $ 91,014   $ 1,240,000  

Neil Barua

  $ 83,733   $ 1,140,800  

Anthony D. Christie

  $ 91,014   $ 1,240,000  

Edward Higase

  $ 81,912   $ 1,116,000  

Robert A. Klug

  $ 51,195   $ 398,750  

John R. Mulhearn, Jr. 

  $ 72,811   $ 992,000  

Laurinda Y. Pang

  $ 55,849   $ 870,000  
(2)
As described above, the equity amounts consist of the accelerated vesting of restricted stock units and, in the case of executive officers, performance-based restricted stock units (assuming the maximum 200% payout in the case of performance-based restricted stock units based on Global Crossing's most recent estimate of its relative TSR performance), which is "single-trigger" in that it will occur immediately upon consummation of the amalgamation, whether or not employment is terminated. The following table shows the amounts in this column attributable to the two types of restricted stock units:

 
  Global
Crossing
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Restricted
Stock Units
($)
  Performance-
based
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Performance-
based
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Performance-
based
Restricted
Stock Units
($)
 

Directors

                                     

Lodewijk Christian van Wachem

    7,229     115,664   $ 195,472                    

Peter Seah Lim Huat*

    7,229     115,664   $ 195,472                    

E.C. Aldridge, Jr. 

    7,229     115,664   $ 195,472                    

Archie Clemins

    7,229     115,664   $ 195,472                    

Donald L. Cromer

    7,229     115,664   $ 195,472                    

Richard R. Erkeneff

    7,229     115,664   $ 195,472                    

Lee Theng Kiat*

    7,229     115,664   $ 195,472                    

Charles Macaluso

    7,229     115,664   $ 195,472                    

Michael Rescoe

    7,229     115,664   $ 195,472                    

Robert J. Sachs

    7,229     115,664   $ 195,472                    

Non-Employee Members of the Executive Committee

                                     

Steven T. Clontz*

    7,229     115,664   $ 195,472                    

Jeremiah D. Lambert

    7,229     115,664   $ 195,472                    

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  Global
Crossing
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Restricted
Stock Units
($)
  Performance-
based
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Performance-
based
Restricted
Stock Units
(#)
  Level 3
Shares to be
Issued in
Settlement of
Global
Crossing
Performance-
based
Restricted
Stock Units
($)
 

Executive Officers

                                     

Hector R. Alonso

    90,372     1,445,952   $ 2,443,659     164,400     2,630,400   $ 4,445,376  

Omar A. Altaji

    90,496     1,447,936   $ 2,447,012     164,400     2,630,400   $ 4,445,376  

Neil Barua

    89,833     1,437,328   $ 2,429,084     164,400     2,630,400   $ 4,445,376  

Anthony D. Christie

    90,496     1,447,936   $ 2,447,012     164,400     2,630,400   $ 4,445,376  

Edward Higase

    61,250     980,000   $ 1,656,200     122,500     1,960,000   $ 3,312,400  

Robert A. Klug

    24,667     394,672   $ 666,996     40,000     640,000   $ 1,081,600  

John R. Mulhearn, Jr. 

    88,837     1,421,392   $ 2,402,152     164,400     2,630,400   $ 4,445,376  

Laurinda Y. Pang

    50,316     805,056   $ 1,360,545     90,450     1,447,200   $ 2,445,768  

*
In addition, each of Messrs. Lee, Seah and Clontz currently holds certain outstanding options granted by STT Communications Ltd pursuant to the STT Communications Ltd Share Option Plan 2004 (which we refer to as the STTC GC Stock Option Plan) to purchase Global Crossing common stock held by STT Crossing. As indicated in the stockholder agreement, STT Crossing or its affiliates may grant options to purchase Level 3 common stock in connection with the modification or termination of the STTC GC Stock Option Plan, or may establish or adopt a new compensation plan covering Level 3 common stock, as a result of the amalgamation. In view of the above, each of Messrs. Lee, Seah and Clontz may hold outstanding options granted by STT Crossing or its affiliates in the Level 3 common stock that will be held by STT Crossing following the closing of the amalgamation.

Since the restricted stock units will settle in the form of shares of Level 3 common stock shortly following consummation of the amalgamation, the table shows the values of the Level 3 shares, based on the average closing market price of such shares over the first five business days following public announcement of the amalgamation, or $1.69. Depending on when consummation of the amalgamation occurs, certain restricted stock units shown as unvested in the table may become vested in accordance with their terms without regard to the amalgamation. In addition, the table does not include any time-based restricted stock unit awards that may be granted following the date of this joint proxy statement pursuant to regularly scheduled grants of equity awards to directors

(3)
The amounts in this column represent the value of continued health and welfare benefits, payable upon a qualifying termination of employment, whether prior to or following the consummation of the amalgamation.

(4)
The amounts in this column represent the value of outplacement services, payable upon a qualifying termination of employment, whether prior to or following the consummation of the amalgamation.

Advisory Vote on Golden Parachutes

        In accordance with Section 14A of the Exchange Act, Global Crossing is providing its shareholders with the opportunity to cast an advisory vote on the compensation that may be payable to its named

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executive officers in connection with the amalgamation. As required by those rules, Global Crossing is asking its shareholders to vote on the adoption of the following resolution:

    "RESOLVED, that the compensation that may be paid or become payable to Global Crossing's named executive officers in connection with the amalgamation, as disclosed in the table entitled "Named Executive Officers" on page 83, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED."

        The vote on executive compensation payable in connection with the amalgamation is a vote separate and apart from the vote to approve the amalgamation. Accordingly, you may vote to approve the executive compensation and vote not to approve the amalgamation and vice versa. Because the vote is advisory in nature only, it will not be binding on either Global Crossing or Level 3. Accordingly, because Global Crossing is contractually obligated to pay the compensation, such compensation will be payable, subject only to the conditions applicable thereto, if the amalgamation is approved and regardless of the outcome of the advisory vote.

        The affirmative vote of the majority of the votes cast at the Global Crossing special meeting at which a quorum is present, with the holders of Global Crossing common shares and Global Crossing convertible preferred stock voting together as a single class, will be required to approve the advisory resolution on executive compensation payable in connection with the amalgamation. Abstentions and broker non-votes will be counted towards a quorum. However, if you are a shareholder of record, and you fail to vote by proxy or by ballot at the special meeting, your shares will not be counted for purposes of determining a quorum. An abstention, failure to submit a proxy card or vote in person or a broker non-vote will not affect whether this matter has been approved, although they will have the practical effect of reducing the number of affirmative votes required to achieve the required majority by reducing the total number of shares from which the majority is calculated.

        The Board of Directors recommends a Vote "FOR" this proposal.


Level 3's Reasons for the Amalgamation; Recommendation of Level 3's Board of Directors

        In reaching its decision to approve the amalgamation agreement and recommend approval of the Level 3 stock issuance and the adoption of the Level 3 charter amendment, the Level 3 board of directors consulted with Level 3's management, as well as with Level 3's legal and financial advisors, and also considered a number of factors that it viewed as supporting its decisions, including, but not limited to, the following:

    the potential for revenue growth and synergies to generate additional free cash flow available for investment in high-return opportunities, including U.S. and international network expansions;

    the improvement of Level 3's credit profile and strengthening of its balance sheet;

    expanded geographic reach and a combination of intercity networks and metro networks throughout North America, Latin America and Europe connected by extensive global subsea networks, including the use of Global Crossing's long-term indefeasible rights of use on the PC1 and EAC cable systems, in particular with respect to telecom operators based in Asia;

    the financial analysis presented by Rothschild to the Level 3 board of directors and the opinion of Rothschild rendered to the Level 3 board of directors to the effect that, as of April 9, 2011, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Rothschild, the exchange ratio provided for in the amalgamation agreement was fair, from a financial point of view, to Level 3, as described below under "The Amalgamation—Opinion of Level 3's Financial Advisor";

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    its knowledge of Level 3's business, operations, financial condition, earnings and prospects and of Global Crossing's business, operations, financial condition, earnings and prospects, taking into account the results of Level 3's due diligence review of Global Crossing;

    the anticipated market capitalization, liquidity and capital structure of the combined business;

    the fact that the exchange ratio is fixed, which the Level 3 board of directors believed was consistent with market practice for amalgamations of this type and with the strategic purpose of the amalgamation; and

    the terms and conditions of the amalgamation agreement and the likelihood of completing the amalgamation on the anticipated schedule.

        Level 3's board of directors weighed the foregoing against a number of potentially negative factors, including:

    the risk that anticipated benefits of the amalgamation may not be realized as a result of difficulties integrating the two companies;

    the potential effect of the amalgamation on Level 3's overall business, including its relationships with customers, employees and regulators;

    the restrictions on the conduct of Level 3's business during the period between execution of the amalgamation agreement and the consummation of the amalgamation;

    the risk that, despite the combined efforts of Level 3 and Global Crossing prior to the consummation of the amalgamation, the combined business may lose key personnel;

    the risk that the terms of the amalgamation agreement, including provisions relating to the payment of a termination fee under specified circumstances, could have the effect of discouraging other parties that would otherwise be interested in a transaction with Level 3 from proposing such a transaction; and

    the risks of the type and nature described under the heading "Risk Factors" beginning on page 41 and the matters described under the heading "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 39.

        In view of the wide variety of factors considered in connection with its evaluation of the amalgamation and the complexity of these matters, Level 3's board of directors did not find it useful and did not attempt to assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the amalgamation agreement and the transactions contemplated by it, including the Level 3 stock issuance and the Level 3 charter amendment, and to recommend that Level 3 stockholders vote "FOR" the proposal to approve the Level 3 stock issuance and "FOR" the proposal to approve the adoption of the Level 3 charter amendment. In addition, individual members of Level 3's board of directors may have assigned different weights to different factors. Level 3's board of directors conducted an overall analysis of the factors described above, including through discussions with, and questioning of, Level 3's management and outside legal and financial advisors.

        Level 3's board of directors unanimously approved the amalgamation agreement and determined that the amalgamation agreement and the transactions contemplated thereby, including the Level 3 stock issuance and the Level 3 charter amendment, are in the best interests of Level 3 and its stockholders. Level 3's board of directors unanimously recommends that the Level 3 stockholders vote "FOR" the proposal to approve the Level 3 stock issuance, "FOR" the proposal to approve the adoption of the Level 3 charter amendment and "FOR" the proposal to adjourn the Level 3 special meeting, if necessary, to solicit additional proxies.

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Opinion of Level 3's Financial Advisor

    Opinion of Rothschild Inc.

        On April 3, 2011, Level 3 retained Rothschild to act as its financial advisor solely for the purpose of undertaking a study to enable Rothschild to render an opinion to the Level 3 board of directors, and if requested by the Level 3 board of directors, to render to the Level 3 board of directors, in its capacity as such, an opinion with respect to the fairness to Level 3, from a financial point of view, of the exchange ratio provided for in the amalgamation agreement. Level 3 selected Rothschild based on its reputation and experience and because Rothschild would not be involved in providing financing under the commitment letter. As part of its investment banking business, Rothschild regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings, private placements and other matters.

        On April 9, 2011, at the request of the Level 3 board of directors, Rothschild rendered an oral opinion to the Level 3 board of directors, in its capacity as such, which oral opinion was subsequently confirmed in a written opinion addressed to the Level 3 board of directors, dated such date, to the effect that as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Rothschild, the exchange ratio was fair, from a financial point of view, to Level 3.

        The full text of Rothschild's written opinion dated April 9, 2011, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached to this joint proxy statement/prospectus as Annex C. We encourage Level 3 shareholders to read this opinion carefully and in its entirety. Rothschild's opinion was provided for the benefit of the Level 3 board of directors, in its capacity as such, in connection with and for the purposes of its evaluation of the amalgamation. Rothschild's opinion did not constitute a recommendation to the board of directors as to whether to approve the amalgamation or a recommendation to any shareholders of Level 3 or Global Crossing as to how to vote or otherwise act with respect to the amalgamation or any other matter, should the amalgamation or any other matter come to a vote of such shareholders. In addition, Level 3 did not ask Rothschild to address, and Rothschild's opinion did not address, (i) the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Level 3 or (ii) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Global Crossing or Level 3, or any class of such persons, whether relative to the amalgamation consideration to be paid by Level 3 in the amalgamation or otherwise.

In arriving at its opinion, Rothschild, among other things:

    reviewed the amalgamation agreement and certain related documents;

    reviewed certain publicly available business and financial information, including certain research analyst reports and estimates, concerning Global Crossing and Level 3, respectively, and the respective industries in which they operate;

    compared the proposed financial terms of the amalgamation with the publicly available financial terms of certain transactions involving companies Rothschild deemed relevant and the consideration received in such transactions;

    compared the financial and operating performance of Global Crossing and Level 3, respectively, with publicly available information concerning certain other companies Rothschild deemed generally relevant, including data relating to public market trading levels and implied multiples for selected acquisition transactions;

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    reviewed the current and historical market prices of the Global Crossing common shares and Level 3 common stock, respectively, and compared them with those of certain publicly traded securities of such other companies that Rothschild deemed generally relevant;

    reviewed certain internal financial analyses and forecasts prepared by the management of Level 3 relating to its business and Global Crossing's business and reviewed certain strategic, financial and operational benefits anticipated by Level 3 from the consummation of the amalgamation;

    reviewed certain internal financial analyses and forecasts prepared by the management of Global Crossing relating to its business;

    reviewed the pro forma impact of the amalgamation on Level 3's earnings per share, consolidated capitalization and other financial ratios; and

    performed such other financial studies and analyses and considered such other information as Rothschild deemed appropriate for the purposes of its opinion.

        In addition, Rothschild held discussions with certain members of management of Level 3 with respect to the amalgamation, the past and current business operations of each of Level 3 and Global Crossing, the financial condition and future prospects and operations of each of Level 3 and Global Crossing, certain strategic, financial and operational benefits anticipated from the consummation of the amalgamation and certain other matters Rothschild believed necessary or appropriate to its inquiry.

        In arriving at its opinion, Rothschild relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished or made available to it by Level 3, its associates, affiliates and advisors, or otherwise reviewed by or for Rothschild, and Rothschild did not assume any responsibility or liability therefor. Rothschild did not conduct any valuation or appraisal of any assets or liabilities of Global Crossing or Level 3, nor were any such valuations or appraisals provided to Rothschild, and Rothschild did not express any opinion as to the value of such assets or liabilities. In addition, Rothschild did not assume any obligation to conduct any physical inspection of the properties or the facilities of Global Crossing or Level 3. In relying on financial analyses and forecasts provided to Rothschild or discussed with Rothschild by Level 3, including information relating to certain strategic, financial and operational benefits anticipated from the consummation of the amalgamation, Rothschild assumed that they had been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by Level 3's management as to the expected future results of operations and financial condition of Level 3. In relying on financial analyses and forecasts prepared by management of Global Crossing and made available to Rothschild by Level 3, Rothschild assumed that they had been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of Global Crossing's management as to the expected future results of operations and financial condition of Global Crossing. With respect to certain research analyst estimates reviewed by Rothschild, Rothschild assumed that such estimates had been reasonably prepared on bases that reasonably reflect the expected future results of operations and financial condition of Level 3 or Global Crossing, as applicable. Rothschild expressed no view as to the reasonableness of any such financial analyses and forecasts or any assumption on which they were based. Rothschild expressed no view as to the reasonableness of the strategic, financial and operational benefits anticipated by Level 3 management from the consummation of the amalgamation, nor did Rothschild express any view as to the reasonableness of the assumptions on which they were based; however, at Level 3's direction, Rothschild assumed for purposes of its opinion that such benefits were capable of being realized, and will be realized, in the manner and in the timeframe contemplated in Level 3 management's forecasts. Rothschild assumed that the amalgamation would be consummated as contemplated in the amalgamation agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the amalgamation will qualify as a reorganization within the

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meaning of Section 368(a) of the Code, as amended, as contemplated by the amalgamation agreement, that the parties will comply with all material terms of the amalgamation agreement and that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the amalgamation, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the amalgamation. For purposes of rendering its opinion, and at the direction of Level 3, Rothschild did not differentiate between the Global Crossing common shares and Global Crossing convertible preferred stock, and its opinion does not address in any manner any consideration payable pursuant to the amalgamation agreement or otherwise to holders of the Global Crossing convertible preferred stock in respect of accrued and unpaid dividends payable thereon. For purposes of rendering its opinion, Rothschild assumed that there did not occur any material change in the assets, financial condition, results of operations, business or prospects of Global Crossing or Level 3 since the respective dates of the most recent financial statements and other information, financial or otherwise, relating to Global Crossing and Level 3, respectively, made available to Rothschild. Rothschild did not express any opinion as to any tax or other consequences that may result from the transactions contemplated by the amalgamation agreement, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which Rothschild understood Level 3 had received such advice as it deemed necessary from qualified professionals.

        Rothschild's opinion was necessarily based on securities market, economic, monetary, financial and other general business and financial conditions as they existed and could be evaluated, and the information made available to Rothschild as of, the date thereof and the conditions, prospects, financial and otherwise, of Global Crossing and Level 3 and their respective subsidiaries as they were reflected in the information provided to Rothschild and as they were represented to Rothschild in discussions with management of Level 3. Rothschild expressed no opinion as to the price at which the Global Crossing common shares or the Level 3 common stock would trade at any future time. Rothschild's opinion was limited to the fairness, from a financial point of view, to Level 3, of the exchange ratio provided for in the amalgamation agreement, and Rothschild expressed no opinion as to any underlying decision which Level 3 may have made to engage in the amalgamation or any alternative transaction. In this regard, Rothschild was not requested to, and did not, solicit or consider any alternatives to the amalgamation, and did not express any opinion as to the relative merits of the amalgamation as compared to any alternative transaction. Rothschild was not asked to, nor did it, offer any opinion as to the terms, other than the exchange ratio to the extent expressly set forth in its opinion, of the amalgamation agreement or the form of the amalgamation.

        Described below is a brief summary of the material financial analyses performed by Rothschild. The summary of these analyses is not a comprehensive description of all analyses and factors considered by Rothschild. The preparation of a fairness opinion is a complex analytical process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. Rothschild believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

        Rothschild employed several analytical methodologies and no one method of analysis should be regarded as critical to the overall conclusion reached by Rothschild. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusion reached by Rothschild is based on all analyses and factors taken as a whole and also on application of Rothschild's experience and judgment, which conclusion may involve significant elements of subjective judgment and qualitative analysis. In its

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analyses, Rothschild considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Level 3, Global Crossing and Rothschild. No company, transaction or business used in those analyses as a comparison is identical to Level 3 or Global Crossing or the amalgamation, and an evaluation of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions analyzed.

        The estimates contained in Rothschild's analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by its analyses. In addition, analyses relating to the value of businesses or securities do not necessarily purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, Rothschild's analyses and estimates are inherently subject to substantial uncertainty.

        Rothschild's opinion and analyses were only one of many factors considered by the Level 3 board of directors in its evaluation of the amalgamation and should not be viewed as determinative of the views of the Level 3 board of directors or management with respect to the exchange ratio, the amalgamation or any related transactions.


    Analysis of Level 3 and Global Crossing

        The financial analyses summarized below include information presented in tabular format. In order to fully understand Rothschild's financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Rothschild's financial analyses. The order of analyses described below does not represent the relative importance or weight given to the analysis by Rothschild.

        For purposes of its analysis, based upon the closing price per share of Level 3 common stock on April 8, 2011 of $1.44 and the exchange ratio of 16.0 shares of Level 3 common stock per Global Crossing common share, Rothschild noted that the implied value of the consideration to be received in the amalgamation per Global Crossing common share as of that date was $23.04, which amount is referred to as the Implied Consideration Value.


    Historical Trading Prices and Equity Research Analysts' Stock Price Targets

        Rothschild reviewed, for informational purposes, the closing prices of shares of Level 3 common stock and Global Crossing common shares for the 12-month period ended on April 8, 2011. Rothschild derived the following historical exchange ratio reference range over that period, as compared to the exchange ratio provided for in the amalgamation agreement by dividing the low and high trading prices of Global Crossing's common shares by the low and high trading prices of Level 3's common stock during such period:

Implied Exchange Ratio Reference Range
From Historical Trading Price
  Amalgamation Agreement
Exchange Ratio
 

10.025x - 12.157x

    16.000x  

        Rothschild also reviewed for informational purposes, future public market trading price targets for shares of Level 3 common stock and Global Crossing common shares prepared and published by selected research analysts. Based on these share price targets, Rothschild calculated the following

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exchange ratio reference range, as compared to the exchange ratio provided for in the amalgamation agreement:

Implied Exchange Ratio Reference Range
From Research Analyst Price Target
  Amalgamation Agreement
Exchange Ratio
 

10.000x - 29.000x

    16.000x  

        The public market trading price targets published by equity research analysts do not reflect current market trading prices for shares of Level 3 common stock and Global Crossing common shares and these estimates are subject to uncertainties, including the future financial performance of Level 3 and Global Crossing, as well as future financial market conditions.


    Selected Public Companies Analysis

        Rothschild analyzed the market values and trading multiples of Level 3, Global Crossing and the following publicly traded alternative telecom carriers, which were selected based upon the experience and judgment of Rothschild and were deemed by Rothschild to be similar to Level 3 and Global Crossing from a business and financial perspective:

    AboveNet Communications, Inc.

    Cbeyond, Inc.

    Cogent Communications Group, Inc.

    PAETEC Holding Corp.

    tw telecom inc.

    XO Holdings, Inc.

        None of the companies listed above is either identical or directly comparable to Level 3 or Global Crossing. In evaluating the group, Rothschild made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Level 3 and Global Crossing, such as the impact of competition on the business of Level 3, Global Crossing or the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of Level 3, Global Crossing or the industry or in the financial markets in general. Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using comparable company data.

        For purposes of this analysis, for each of the selected companies, Rothschild used information obtained from SEC filings for historical information and publicly available research analyst estimates (and in the case of Level 3 and Global Crossing, financial forecasts provided to Rothschild by Level 3 and Global Crossing management, respectively). For each company, Rothschild reviewed EV, calculated as fully-diluted market value based on closing stock prices on April 8, 2011, plus debt, less cash and other adjustments, as a multiple of Estimated adjusted EBITDA (defined as EBITDA before non-cash stock consideration) for fiscal years 2011 and 2012. These ratios are referred to below as "EV/2011E adjusted EBITDA" and "EV/2012E adjusted EBITDA," respectively.

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        Rothschild noted that the EV/2011E adjusted EBITDA and EV/2012E adjusted EBITDA of Level 3 were 9.4x and 8.8x, respectively, and compared this to the same metrics for the other selected companies, which are summarized in the chart below:

 
  Publicly Traded Companies  
Benchmark
  High   Low   Average  

EV/2011E adjusted EBITDA

    8.5x     4.5x     6.5x  

EV/2012E adjusted EBITDA

    7.4x     4.0x     5.8x  

        Rothschild also noted that the EV/2011E adjusted EBITDA and EV/2012E adjusted EBITDA of Global Crossing were 5.4x and 4.9x, respectively, and compared this to the same metrics for the other selected companies, which are summarized in the chart below:

 
  Publicly Traded Companies  
Benchmark
  High   Low   Average  

EV/2011E adjusted EBITDA

    9.4x     4.5x     7.2x  

EV/2012E adjusted EBITDA

    8.8x     4.0x     6.5x  

        Rothschild's analyses and judgment of the foregoing adjusted EBITDA metrics for the selected companies indicated a range of implied multiples of calendar year 2011 estimated adjusted EBITDA of 5.0x to 7.0x and 7.5x to 9.5x for Global Crossing and Level 3, respectively. Rothschild then calculated an implied exchange ratio by applying the implied multiple range to calendar year 2011 estimated adjusted EBITDA estimates for Global Crossing and Level 3 as provided by Global Crossing and Level 3 management, respectively. Based on the implied per share equity reference ranges for Global Crossing and Level 3, Rothschild calculated the following exchange ratio reference ranges, as compared to the exchange ratio provided for in the amalgamation agreement:

Implied Exchange Ratio Reference Range
  Amalgamation Agreement
Exchange Ratio
 

14.100x - 19.628x

    16.000x  


    Selected Precedent Transactions Analysis

        Using publicly available information and research analyst estimates, Rothschild analyzed the transaction value multiples paid in selected transactions involving companies in the telecommunications industry.

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        Rothschild analyzed the transaction value multiples paid in the following twenty-six transactions announced since January 2006:

Target
  Acquiror   Date

One Communications Corp.

  EarthLink, Inc.   December 2010

ITC^DeltaCom, Inc.

  EarthLink, Inc,   October 2010

Cavalier Telephone Corporation

  PAETEC Holding Corp.   September 2010

Q-Comm Corporation

  Windstream Corp.   August 2010

FiberNet

  NTELOS Holding Corp.   July 2010

American Fiber Systems Holding Corporation

  Zayo Group, LLC   June 2010

JetBroadband Holdings, LLC

  Shenandoah Telecommunications Company   April 2010

Lexcom, Inc.

  Windstream Corporation   September 2009

NuVox, Inc.

  Windstream Corporation   August 2009

D&E Communications Inc.

  Windstream Corporation   May 2009

Covad Communications Group Inc.

  Platinum Equity Holdings   October 2007

McLeod USA Incorporated

  PAETEC Holding Corp.   September 2007

NEON Communications Group Inc.

  RCN Corp.   June 2007

Eschelon Telecom, Inc.

  Integra Telecom, Inc.   March 2007

PrairieWave Communications Inc.

  Knology, Inc.   January 2007

Broadwing Corp.

  Level 3 Communications, Inc.   October 2006

IMPSAT Fiber Networks, Inc.

  Global Crossing Limited   October 2006

Fibernet Group Plc

  Global Crossing Limited   August 2006

US LEC Corp.

  PAETEC Holding Corp.   August 2006

Xspedius Communications, LLC

  Time Warner Telecom Inc.   July 2006

Looking Glass Networks, Inc.

  Level 3 Communications, Inc.   June 2006

OnFiber Communications, Inc.

  Qwest Communications International Inc,   May 2006

Mpower Communications Corp.

  Telepacific Communications   May 2006

TelCove Inc.

  Level 3 Communications, Inc.   May 2006

Electric Lightwave LLC

  Integra Telecom Inc.   February 2006

Progress Telecom LLC

  Level 3 Communications, Inc.   January 2006

        For each of these transactions, Rothschild calculated the resulting enterprise value in the transaction as a multiple of last-twelve-months (which we refer to as LTM) EBITDA. This analysis indicated the following:

 
  Enterprise Value as a Multiple
of LTM EBITDA
 
 
  Average   High   Low  

All transactions

    9.4x     25.5x     4.1x  
 

2010 only

    7.7x     12.9x     4.7x  
 

2009 only

    5.7x     6.1x     5.2x  
 

2007 - 2008 only

    13.9x     19.2x     7.5x  

        Based on the multiples calculated above and Rothschild's analyses of the various selected transactions and on judgments made by it, Rothschild calculated a reference range of 6.0x to 8.0x LTM EBITDA, which Rothschild then applied to corresponding financial data of Global Crossing's business based on financial forecasts provided to Rothschild by Global Crossing management for the fiscal year ending 2010 in order to derive the following implied value per Global Crossing common share, as compared to the implied price per share provided for in the amalgamation agreement:

Implied Per Share Price Reference Range
  Implied Consideration Value  

$16.45 - $26.19

  $ 23.04  

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        None of the selected precedent transactions is either identical or directly comparable to the amalgamation. The analysis of selected precedent transactions necessarily involves complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition values of the companies concerned.


    Discounted Cash Flow Analysis

        Level 3:    Rothschild calculated the estimated present value of the stand-alone, unlevered, after-tax free cash flows that Level 3 is forecast to generate over fiscal years 2011 through 2015 under each of: the financial forecast prepared by the management of Level 3 relating to its business (which we refer to as the Level 3 management case); and the consensus forecasts by equity research analysts for Level 3 (which we refer to as the broker consensus case). In each case, in calculating the terminal value of Level 3, Rothschild assumed perpetual growth rates of 2.5% to 3.5% for the projected free cash flows for periods subsequent to 2015. The present value of the cash flows and terminal values in each case were calculated using a discount rate range of 9.0% to 11.0%, which was based on the estimated weighted average cost of capital for Level 3. In addition, in its analysis Rothschild considered the effect of an assumed 30% blended tax rate on free cash flows distributed to Level 3. As part of the total implied equity value calculated for Level 3, Rothschild calculated approximately $700 million present value of the estimated net operating loss carryforward balance as of December 31, 2010. This analysis indicated an implied per share equity reference range for Level 3 common stock.

        Global Crossing:    Rothschild calculated the estimated present value of the stand-alone, unlevered, after-tax free cash flows that Global Crossing is forecast to generate over fiscal years 2011 through 2015 under each of: the financial forecast prepared by the management of Level 3 relating to Global Crossing (which we refer to as the Level 3 management case); the financial forecast prepared by the management of Global Crossing relating to its business (which we refer to as the Global Crossing management case); and the consensus forecasts by equity research analysts for Global Crossing (which we refer to as the broker consensus case). In each case, in calculating the terminal value of Global Crossing, Rothschild assumed perpetual growth rates of 2.5% to 3.5% for the projected free cash flows for periods subsequent to 2015. The present value of the cash flows and terminal values in the Level 3 management case and broker consensus case were calculated using a discount rate range of 9.0% to 11.0%, which was based on the estimated weighted average cost of capital for Level 3. Rothschild added 1.0% to the above discount rate range in the Global Crossing management case based on its judgment of the Global Crossing management case projections. In addition, in its analysis Rothschild considered the effect of an assumed 30% blended tax rate on free cash flows distributed to Global Crossing. As part of the total implied equity value calculated for Level 3, Rothschild calculated approximately $200 million present value of the estimated net operating loss carryforward balance as of December 31, 2010. This analysis indicated an implied per share equity reference range for Global Crossing common shares.

        Based on the implied per share equity reference ranges for Global Crossing and Level 3, Rothschild calculated the following exchange ratio reference ranges, as compared to the exchange ratio provided for in the amalgamation agreement

Implied Exchange Ratio Reference Range    
Level 3
Management Case
  Global Crossing
Management Case
  Broker Consensus
Case
  Amalgamation
Agreement
Exchange Ratio
13.950x - 25.835x   18.856x - 39.810x   10.918x - 21.526x   16.000x


    Selected Premiums Paid Analysis

        Rothschild also reviewed, for informational purposes, the premiums paid in selected public transactions involving U.S.-based targets announced between March 31, 2006 and March 31, 2011 with

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transaction values between $1 billion and $5 billion. Rothschild reviewed the average premium paid in these selected transactions relative to the target company's closing stock prices 1 day, 1 week and 1 month prior to the public announcement of the transaction. This analysis indicated the following:

 
  All-cash
Transactions
  All-stock
Transactions
  All Transactions  

Mean 1 day premium

    29.7 %   18.0 %   28.4 %

Mean 1 week premium

    31.8 %   20.5 %   30.4 %

Mean 1 month premium

    38.1 %   29.7 %   37.0 %

        Based on the foregoing, Rothschild applied a premium reference range of 30%-40% to the closing price of $14.80 of Global Crossing common shares as of April 8, 2010 to derive a range of implied prices per Global Crossing common share, respectively, of approximately $19.24 to $20.72, as compared to the Implied Consideration Value of $23.04.


    Miscellaneous

        Under the terms of its engagement, Level 3 agreed to pay Rothschild a fee of $1 million in connection with the delivery of its opinion. Level 3 also has agreed to reimburse Rothschild for reasonable expenses incurred by Rothschild in performing its services, including fees and expenses of its legal counsel, and to indemnify Rothschild and related persons against liabilities, including liabilities under the federal securities laws, arising out of its engagement. As noted in its opinion, as of the date of the opinion, Rothschild or its affiliates were providing financial advisory services to Level 3 unrelated to the amalgamation. In addition, Rothschild and its affiliates may in the future provide financial services to Global Crossing, Level 3 and/or their respective affiliates in the ordinary course of its businesses from time to time and may receive fees for the rendering of such services.

Certain Level 3 Prospective Financial Information

        Level 3 does not as a matter of course make public long-term forecasts as to future performance or other prospective financial information beyond the current fiscal year, and Level 3 is especially wary of making forecasts or projections for extended periods due to the unpredictability of the underlying assumptions and estimates. However, as part of the due diligence review of Level 3 in connection with the amalgamation, Level 3's management prepared and provided to Global Crossing, as well as to Goldman Sachs and Rothschild, in connection with their respective evaluation of the fairness of the amalgamation consideration, non-public, internal financial forecasts regarding Level 3's projected future operations for the 2011 through 2015 fiscal years. Level 3 has included below a summary of these forecasts for the purpose of providing shareholders and investors access to certain non-public information that was furnished to third parties and such information may not be appropriate for other purposes. These forecasts were also considered by the Level 3 board of directors for purposes of evaluating the amalgamation. The Level 3 board of directors also considered non-public, financial forecasts prepared by Global Crossing regarding Global Crossing's anticipated future operations for the 2011 through 2015 fiscal years for purposes of evaluating Global Crossing and the amalgamation. See "The Amalgamation—Certain Global Crossing Prospective Financial Information" beginning on page 77 for more information about the forecasts prepared by Global Crossing.

        The Level 3 internal financial forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or generally accepted accounting principles in the United States. KPMG LLP has not examined, compiled or performed any procedures with respect to the accompanying prospective financial information and, accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The KPMG LLP reports incorporated by

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reference in this joint proxy statement/prospectus relate only to Level 3's historical financial information. They do not extend to the prospective financial information and should not be read to do so. The summary of these internal financial forecasts included below is not being included to influence your decision whether to vote for the amalgamation and the transactions contemplated in connection with the amalgamation, but because these internal financial forecasts were provided by Level 3 to Global Crossing and Goldman Sachs and Rothschild.

        While presented with numeric specificity, these internal financial forecasts were based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, economic, market and financial conditions and additional matters specific to Level 3's businesses) that are inherently subjective and uncertain and are beyond the control of Level 3's management. Important factors that may affect actual results and cause these internal financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to Level 3's business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the "Risk Factors" section of Level 3's Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. These internal financial forecasts also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in these internal financial forecasts. Accordingly, there can be no assurance that the forecasted results summarized below will be realized.

        The inclusion of a summary of these internal financial forecasts in this joint proxy statement/prospectus should not be regarded as an indication that any of Level 3, Global Crossing or their respective affiliates, advisors or representatives considered these internal financial forecasts to be predictive of actual future events, and these internal financial forecasts should not be relied upon as such nor should the information contained in these internal financial forecasts be considered appropriate for other purposes. None of Level 3, Global Crossing or their respective affiliates, advisors, officers, directors or representatives can give you any assurance that actual results will not differ materially from these internal financial forecasts, and none of them undertakes any obligation to update or otherwise revise or reconcile these internal financial forecasts to reflect circumstances existing after the date these internal financial forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying these forecasts are shown to be in error. Since the forecasts cover multiple years, such information by its nature becomes less meaningful and predictive with each successive year. Level 3 does not intend to make publicly available any update or other revision to these internal financial forecasts. None of Level 3 or its affiliates, advisors, officers, directors or representatives has made or makes any representation to any shareholder or other person regarding Level 3's ultimate performance compared to the information contained in these internal financial forecasts or that the forecasted results will be achieved. Level 3 has made no representation to Global Crossing, in the amalgamation agreement or otherwise, concerning these internal financial forecasts. The below forecasts do not give effect to the amalgamation. Level 3 urges

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all shareholders to review Level 3's most recent SEC filings for a description of Level 3's reported financial results.

 
  Fiscal Year  
($ in millions)
  2011E   2012E   2013E   2014E   2015E  

Revenue

  $ 3,746   $ 3,908   $ 4,083   $ 4,307   $ 4,581  
 

% growth

    2.6 %   4.3 %   4.5 %   5.5 %   6.4 %

Adjusted EBITDA(1)

  $ 928   $ 1,021   $ 1,147   $ 1,284   $ 1,447  
 

% growth

    8.8 %   10.0 %   12.3 %   11.9 %   12.7 %
 

% margin

    24.8 %   26.1 %   28.1 %   29.8 %   31.6 %

(1)
Adjusted EBITDA is pre non-cash stock based compensation


Board of Directors and Management Following the Amalgamation

        Effective as of the closing of the amalgamation, the board of directors of Level 3 will consist of the following 11 members: (i) Walter Scott, Jr. (Chairman), James Q. Crowe, Admiral James O. Ellis, Jr., Richard R. Jaros, Michael J. Mahoney, Charles C. Miller, III, John T. Reed and Dr. Albert C. Yates, each a director of Level 3 immediately prior to the amalgamation, and (ii) Archie Clemins, Peter Seah Lim Huat and Lee Theng Kiat, each designated by STT Crossing pursuant to the terms and conditions of the stockholder rights agreement. See the section entitled "Stockholder Agreement" beginning on page 135 for a more complete description of the stockholder agreement.

        Upon completion of the amalgamation, the following executive officers will continue to serve as executive officers of Level 3: James Q. Crowe, Chief Executive Officer; Jeff K. Storey, President and Chief Operating Officer; Charles C. Miller, III, Executive Vice President and Vice Chairman; Sunit S. Patel, Executive Vice President and Chief Financial Officer; Thomas C. Stortz, Executive Vice President, Chief Administrative Officer and Secretary; and Eric J. Mortensen, Senior Vice President and Controller.


Regulatory Clearances Required for the Amalgamation

        Global Crossing and Level 3 have each agreed to use commercially reasonable efforts to obtain all regulatory approvals required to complete the transactions contemplated by the amalgamation agreement. These approvals include approval from or notices to the DOJ, the FTC, the FCC, CFIUS and various other federal, state and foreign regulatory authorities and self-regulatory organizations. Global Crossing and Level 3 have completed, or will shortly complete, the filing of applications and notifications to obtain the required regulatory approvals.

        U.S. Antitrust Clearance.    Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which we refer to as the HSR Act) and the rules promulgated thereunder by the FTC, the amalgamation may not be consummated until notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the DOJ and specified waiting periods have expired or have been terminated. Global Crossing, STT Communications Ltd (on behalf of Temasek Holdings (Private) Limited) and Level 3 filed the requisite notification forms under the HSR Act with the Antitrust Division of the DOJ and the FTC on May 9, 2011. Level 3 and STT Communications Ltd (on behalf of Temasek Holdings (Private) Limited) voluntarily withdrew their filings effective June 8, 2011. Those same parties re-filed the requisite notification forms under the HSR Act with the Antitrust Division of the DOJ, and the FTC on June 10, 2011, and the HSR waiting period is now scheduled to expire at 11:59 p.m. Eastern Time on July 8, 2011, unless the waiting period is terminated earlier, or extended by a request for additional information before that time. Both before and after the expiration of the waiting period, the FTC and the DOJ retain the authority to challenge the amalgamation on antitrust grounds.

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        In addition, the amalgamation may be reviewed by the state attorneys general in the various states in which Global Crossing and Level 3 operate. While Global Crossing and Level 3 believe there are substantial arguments to the contrary, these authorities may claim that there is authority, under the applicable state and federal antitrust laws and regulations, to investigate and/or disapprove the amalgamation under the circumstances and based on the standards set forth in applicable state laws and regulations. There can be no assurance that one or more state attorneys general will not attempt to file an antitrust action to challenge the amalgamation. As of the date of this document, neither Level 3 nor Global Crossing has been notified by any state attorney general indicating any plan to review the amalgamation.

        Other Requisite U.S. Approvals, Notices and Consents.    Notifications and/or applications requesting approval must be submitted to various regulatory and self-regulatory organizations in connection with the amalgamation, including applications and notices to the DOJ, the FTC and the FCC. Global Crossing and Level 3 have filed or submitted applications and notices required to be submitted to obtain these approvals and provide these notices.

        CFIUS.    The amalgamation agreement provides for Global Crossing and Level 3 to file a joint voluntary notice under Section 721 of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 and subsequent amendments (which we refer to as the Exon-Florio Amendment). The Exon-Florio Amendment provides for national security reviews and, where appropriate, investigations by CFIUS when a foreign company acquires control of a U.S. company. CFIUS consists of representatives of various government agencies including, among others, the Departments of Treasury, State, Defense, Energy, Justice, Commerce and Homeland Security, the United States Trade Representative, and, as a non-voting member, the Director of National Intelligence. CFIUS is chaired by the Treasury Department. CFIUS conducts an initial 30-day review of transactions of which it is notified. For transactions involving entities controlled by a foreign government (as the term "control" is defined under the Exon-Florio regulations) and/or certain sensitive assets, CFIUS may conduct an additional investigation that must be completed within 45 days. In certain situations, a report may be sent to the President of the United States who then has 15 days to decide whether to block the transaction or to take other action. Global Crossing and Level 3 expect to complete a joint filing with CFIUS shortly to gain clearance of the amalgamation from CFIUS, pursuant to Section 721 of the Defense Production Act.

        CFIUS considers many factors in determining whether a proposed transaction threatens to impair national security, including domestic production needed for national defense requirements, the capability of domestic industries to meet national defense requirements, and the potential effects on U.S. international technological leadership in areas affecting national security.

        Foreign Approvals.    Notifications requesting approval may be submitted to foreign regulatory authorities in connection with the amalgamation and the change in ownership of particular businesses that are controlled by Global Crossing and Level 3 abroad, including the United Kingdom and Germany. Global Crossing and Level 3 have filed all applications and notices that Level 3 and Global Crossing deem necessary or appropriate to complete the amalgamation.

        Timing.    There can be no assurances that all of the regulatory approvals described above will be obtained and, if obtained, there can be no assurances as to the timing of any approvals, Level 3's and Global Crossing's ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals.

        Global Crossing and Level 3 believe that the amalgamation does not raise substantial antitrust or other significant regulatory concerns. Although Global Crossing and Level 3 believe that all required regulatory approvals can be obtained, Global Crossing and Level 3 cannot be certain when or if these approvals will be obtained, or whether these approvals can be obtained without the imposition of any

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condition or restriction that would have a material adverse effect on Global Crossing or Level 3. The parties' obligation to complete the amalgamation is conditioned on the receipt or waiver of all required regulatory approvals.

        It is presently contemplated that if any governmental approvals or actions are deemed by Level 3 or Global Crossing to be necessary or appropriate, such approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained. The parties are required to use their commercially reasonable efforts to file all the necessary documentation and obtain all consents of third parties that are necessary to complete the amalgamation and to comply with the terms and conditions of all consents, approvals and authorizations of any third party or governmental entity.


Exchange of Shares in the Amalgamation

        Prior to the effective time of the amalgamation, Level 3 will appoint an exchange agent to handle the exchange of Global Crossing common shares and shares of Global Crossing convertible preferred stock for shares of Level 3 common stock. At the effective time of the amalgamation, each issued and outstanding Global Crossing common share and each share of Global Crossing convertible preferred stock (other than those shares held by wholly owned subsidiaries of Global Crossing and those shares as to which appraisal rights have been exercised pursuant to Bermuda law) will be exchanged for 16 shares of Level 3 common stock, the associated rights under the rights agreement and, in the case of shares of Global Crossing convertible preferred stock, the accrued and unpaid dividends payable thereon, in each instance without the need for any action by the holders of Global Crossing common shares.

        As promptly as practicable after the effective time of the amalgamation, Level 3 will cause the exchange agent to send a letter of transmittal specifying, among other things, that delivery will be effected, and risk of loss and title to any certificates representing Global Crossing shares shall pass, upon proper delivery of such certificates to the exchange agent. The letter will also include instructions explaining the procedure for surrendering Global Crossing share certificates, if any, in exchange for shares of Level 3 common stock.

        Global Crossing shareholders will not receive any fractional shares of Level 3 common stock pursuant to the amalgamation. Instead of any fractional shares, each Global Crossing shareholder who would otherwise receive a fractional share will receive, in exchange for such fractional share, one share of Level 3 common stock, as provided in the amalgamation agreement.

        After the effective time of the amalgamation, Global Crossing common shares and shares of Global Crossing convertible preferred stock (other than such shares the holders of which have exercised their statutory rights of appraisal) will no longer be issued and outstanding, will be canceled and will cease to exist, and each certificate, if any, that previously represented Global Crossing common shares or shares of Global Crossing convertible preferred stock will represent only the right to receive the amalgamation consideration as described above. With respect to such shares of Level 3 common stock deliverable upon the surrender of Global Crossing share certificates, until holders of such Global Crossing share certificates have surrendered such stock certificates to the exchange agent for exchange, those holders will not receive dividends or distributions with respect to such shares of Level 3 common stock with a record date after the effective time of the amalgamation.

        Level 3 stockholders need not take any action with respect to their stock certificates.


Treatment of Global Crossing Share Options and Other Stock Awards

        Upon completion of the amalgamation, each then-outstanding and unexercised option to purchase Global Crossing common shares granted pursuant to any Global Crossing employee benefit plan or

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otherwise will be automatically exchanged for an option to purchase shares of Level 3 common stock. Each such resulting option to purchase shares of Level 3 common stock will be subject to, and will remain exercisable in accordance with, the same terms and conditions as the corresponding option to purchase Global Crossing common shares that it replaces, except that the exercise price will be divided by the exchange ratio and the number of shares of Level 3 common stock subject to such resulting option to purchase shares of Level 3 common stock will be equal to the number of Global Crossing common shares subject to such replaced option to purchase Global Crossing common shares immediately prior to the completion of the amalgamation, multiplied by the exchange ratio. Any fractional shares of Level 3 common stock resulting from such multiplication will be rounded down to the nearest whole share and the exercise price of such resulting option to purchase shares of Level 3 common stock will be rounded up to the nearest whole cent.

        Upon completion of the amalgamation, each restricted stock unit and performance-based restricted stock unit covering Global Crossing common shares then-issued and outstanding, under any Global Crossing employee benefit plan or otherwise will vest as of immediately prior to the completion of the amalgamation, except that the performance-based restricted stock units covering Global Crossing common shares will vest only to the extent provided in the applicable award agreements, and such vested restricted stock units and performance-based restricted stock units covering Global Crossing common shares will settle in accordance with the terms of the applicable award agreements; provided, that upon settlement each holder of a restricted stock unit or performance-based restricted stock unit covering Global Crossing common shares will receive, in lieu of Global Crossing common shares, a number of shares of Level 3 common stock equal to the number of Global Crossing common shares otherwise issuable upon settlement of such restricted stock unit or performance-based restricted stock unit covering Global Crossing common shares multiplied by the exchange ratio. Any fractional shares of Level 3 common stock resulting from such multiplication will be rounded down to the nearest whole share.


Dividend Policy

        Global Crossing did not pay any dividends in 2008, 2009 or 2010 with respect to its common shares and has no current intention of doing so. As of March 31, 2011, there were accrued and unpaid dividends of $26.33 million, for the period from December 9, 2003 through March 31, 2011, due to the holders of shares of Global Crossing convertible preferred stock. Payment of the preferred dividend was predicated on achievement of a certain earnings-related objective as demonstrated by audited financial statements, which objective was achieved during 2010. Payment of the preferred dividend is also predicated on (i) the existence of legally available funds to pay the dividend under Bermuda law and (ii) the Global Crossing board of directors' satisfaction that two tests related to Global Crossing's solvency are met at the time of the declaration and at the time of the payment of the dividend. After giving effect to a reallocation of share capital that was approved at Global Crossing's Annual General Meeting of Shareholders on June 14, 2011, Global Crossing has legally available funds to pay the $26.33 million accrued dividend. At a meeting following the shareholders meeting, Global Crossing's Board of Directors determined that the solvency tests were met and approved the payment of such dividend in the form of a senior unsecured promissory note of Global Crossing in the principal amount of $26.33 million. The note was negotiated on an arm's length basis and was reviewed and approved by Global Crossing's audit committee. The note has an interest rate of 9% per annum and is payable on its maturity date of December 14, 2011 or prior to the maturity date (i) if all conditions to the consummation of the amalgamation have been satisfied or waived, (ii) 45 days after any termination of the amalgamation agreement prior to its consummation or (iii) if a change of control with respect to Global Crossing or an event of default under the note occurs. Regular quarterly dividends on the Global Crossing convertible preferred stock in the amount of $900,000 in respect of periods after March 31, 2011 are expected to be paid in cash on the fifteenth day of each July, October, January and April, subject to satisfaction of the Bermuda solvency tests.

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        Level 3 did not pay any dividends in 2008, 2009 or 2010. Level 3's current dividend policy, in effect since April 1, 1998, is to retain future earnings for use in its business. As a result, Level 3's directors and management do not anticipate paying any cash dividends on shares of Level 3 common stock in the foreseeable future. In addition, Level 3 is effectively restricted under certain debt covenants from paying cash dividends on shares of Level 3 common stock.


Listing of Level 3 Common Stock

        It is a condition to the completion of the amalgamation that the shares of Level 3 common stock to be issued pursuant to the amalgamation, and to be reserved for issuance upon exercise of the options to purchase shares of Level 3 common stock to be issued in exchange for options to purchase Global Crossing common shares, be approved for quotation or listing, as the case may be, on the NASDAQ Global Select Market (or any successor inter-dealer quotation system or stock exchange thereto), subject to official notice of issuance.


Financing Related to the Amalgamation

        In order to consummate the amalgamation and to refinance certain existing indebtedness of Global Crossing, Level 3 has entered into a financing commitment letter, described below, pursuant to which the commitment parties have committed, subject to customary conditions, to underwrite the financing to allow Level 3 to consummate the amalgamation and to refinance certain existing indebtedness of Global Crossing in connection with the consummation of the amalgamation.

        Level 3 has entered into a commitment letter with the commitment parties, pursuant to which the commitment parties have committed, subject to customary conditions as further described below, to underwrite senior credit facilities in an aggregate amount of up to $1.75 billion, comprising a senior secured term loan facility of $650 million in the aggregate and a senior unsecured bridge loan facility of up to $1.1 billion, if up to $1.1 billion of senior notes or certain other securities are not issued by Level 3 Financing or Level 3 to finance the amalgamation on or prior to the closing of the amalgamation. The financing will be used, in addition to existing cash balances, to consummate the amalgamation and to refinance certain existing indebtedness of Global Crossing. A copy of the commitment letter was filed as an exhibit to the Current Report on Form 8-K filed by Level 3 on April 14, 2011, which is incorporated by reference herein. This summary of terms and conditions of the debt financing commitments is qualified in its entirety by reference to the full text of the commitment letter.

        The term of the term loan facility is six years. The unsecured bridge facility, if drawn, will mature initially on the first anniversary of the closing of the amalgamation, at which time the maturity of any outstanding loans thereunder will be extended automatically to the sixth anniversary of the closing of the amalgamation and may be exchanged by the lenders for notes due on such sixth anniversary.

        The financing commitments are subject to:

    the non-occurrence of a material adverse effect regarding Level 3 or, taken as a whole, Level 3, Global Crossing and their subsidiaries;

    prior to and during the syndication of the facilities, and subject to certain exceptions, there being no offering, placement or arrangement of any debt securities, convertible debt securities (including any other equity linked debt security), equity securities or bank financing by or on behalf of Level 3, Global Crossing or any of their respective subsidiaries;

    a 20 consecutive business day period following the commencement of the general syndication of the financing and prior to the completion of the amalgamation to syndicate the facilities;

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    the payment of applicable fees that are due and payable on or prior to the completion of the amalgamation;

    the repayment of certain indebtedness of Global Crossing and the termination of commitments thereunder; and

    other customary financing conditions more fully set forth in the commitment letter.

        In the amalgamation agreement, Level 3 has agreed to use commercially reasonable efforts to obtain financing on the terms and conditions described in the commitment letter (or on revised terms that are not materially adverse to Level 3 as compared to the terms and conditions described in the commitment letter and that do not contain any provisions which would reasonably be expected to prevent, materially delay or materially impede the consummation of the financing or the amalgamation, including any modified or additional conditions to the closing of such financing). Level 3 may amend, replace or otherwise modify, or waive any provision of the commitment letter (other than any modified or additional conditions to the closing of such financing or any reduction in the aggregate amount of the financing contemplated thereunder) that does not contain any provisions that would reasonably be expected to prevent, materially delay or materially impede the consummation of the financing or the amalgamation.

        In addition, under certain conditions, Level 3 may be required to pay a termination fee to Global Crossing if Level 3 fails to obtain proceeds pursuant to the commitment letter (or any alternative financing arrangement(s)) sufficient to consummate the amalgamation and to refinance certain existing indebtedness of Global Crossing, as described under "The Amalgamation Agreement—Termination Fees and Expenses; Liability for Breach" beginning on page 129.

        On June 9, 2011, Level 3 Escrow issued $600 million aggregate principal amount of its 8.125% Senior Notes. The 8.125% Senior Notes were priced to investors at 99.264% of their principal amount and will mature on July 1, 2019. The gross proceeds from the offering were deposited into a segregated escrow account, to remain in escrow until the date on which certain escrow conditions, including, but not limited to, the substantially concurrent consummation of the amalgamation and the assumption of the 8.125% Senior Notes by Level 3 Financing are satisfied. If the escrow conditions are not satisfied on or before April 10, 2012 (or any earlier date on which Level 3 determines that any of such escrow conditions cannot be satisfied), Level 3 Escrow will be required to redeem the 8.125% Senior Notes. Following the release of the escrowed funds in connection with the assumption of the 8.125% Senior Notes by Level 3 Financing, the net proceeds from the offering will be used to refinance certain existing indebtedness of Global Crossing, including fees and premiums, in connection with the closing of the amalgamation. The financing commitment under the unsecured portion of the bridge facility is reduced, dollar for dollar, by the amounts raised by Level 3 in its issuance of the 8.125% Senior Notes.


De-Listing and Deregistration of Global Crossing Shares

        Upon completion of the amalgamation, the Global Crossing common shares currently listed on the NASDAQ Global Select Market will cease to be listed on the NASDAQ Global Select Market and subsequently deregistered under the Exchange Act.


Appraisal Rights

        Under Bermuda law, in the event of an amalgamation of a Bermuda company with another entity, any shareholder of the Bermuda company is entitled to receive fair value for his shares (determined on a stand-alone basis). For these purposes, Global Crossing's board of directors considers the fair value for each Global Crossing common share to be $14.80 per share, which was the closing price at which such shares traded on the NASDAQ Global Select Market on April 8, 2011, the trading day immediately prior to the public announcement of the amalgamation.

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        Any Global Crossing shareholder who is not satisfied that he has been offered fair value for his Global Crossing common shares and whose shares are not voted in favor of the amalgamation agreement and the amalgamation may exercise his appraisal rights under the Companies Act to have the fair value of his shares appraised by the Court. Persons owning beneficial interests in Global Crossing common shares but who are not shareholders of record should note that only persons who are shareholders of record are entitled to make an application for appraisal. Any Global Crossing shareholder intending to exercise appraisal rights MUST file an application for appraisal of the fair value of his shares with the Court within ONE MONTH after the date of the giving of notice convening the Global Crossing special general meeting. There are no statutory rules or authorities prescribing the operation of the provisions of the Companies Act governing appraisal rights which are set forth in Section 106 of the Companies Act or the process of appraisal by the Court and there is uncertainty about the precise methodology that would be adopted by the Court in determining the fair value of shares in an appraisal application under the Companies Act.

        If a Global Crossing shareholder votes in favor of the amalgamation agreement and the amalgamation at the Global Crossing special meeting, such shareholder has no right to apply to the Court to appraise the fair value of his Global Crossing common shares, and instead, pursuant to the terms of the amalgamation agreement, and as discussed in "Terms of the Amalgamation; Amalgamation Consideration" below, each Global Crossing common share held by such shareholder will be converted into the right to receive the amalgamation consideration. Any shareholder who wishes to exercise appraisal rights must not vote in favor of the amalgamation and must apply to the Court within one month of the giving of notice convening the Global Crossing special general meeting. Voting against the amalgamation will not in itself satisfy the requirements for notice and exercise of a Global Crossing shareholder's right to apply for appraisal of the fair value of his shares.

        Pursuant to Bermuda law, within one month of the Court appraising the fair value of dissenting shareholders' Global Crossing common shares, Global Crossing shall pay to such dissenting shareholders an amount equal to the value of their Global Crossing common shares as appraised by the Court, unless the amalgamation is terminated pursuant to the terms of the amalgamation agreement.

        The payment to a Global Crossing shareholder of the fair value of his Global Crossing common shares as appraised by the Court could be less than, equal to, or more than the value of the amalgamation consideration that the Global Crossing shareholder would have received in the amalgamation if such shareholder had not exercised his appraisal rights.

        A Global Crossing shareholder who has exercised appraisal rights has no right of appeal from an appraisal made by the Court. The costs of any application to the Court under Section 106 of the Companies Act will be in the Court's discretion.

        The relevant portion of Section 106 of the Companies Act is as follows:

    (6)
    Any shareholder who did not vote in favor of the amalgamation and who is not satisfied that he has been offered fair value for his shares may within one month of the giving of the notice referred to in subsection (2) apply to the Court to appraise the fair value of his shares.

    (6A)
    Subject to subsection (6B), within one month of the Court appraising the fair value of any shares under subsection (6) the company shall be entitled either—

    (a)
    to pay to the dissenting shareholder an amount equal to the value of his shares as appraised by the Court; or

    (b)
    to terminate the amalgamation in accordance with subsection (7).

    (6B)
    Where the Court has appraised any shares under subsection (6) and the amalgamation has proceeded prior to the appraisal then, within one month of the Court appraising the value of the shares, if the amount paid to the dissenting shareholder for his shares is less than that

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      appraised by the Court the amalgamated company shall pay to such shareholder the difference between the amount paid to him and the value appraised by the Court.

    (6C)
    No appeal shall lie from an appraisal by the Court under this section.

    (6D)
    The costs of any application to the Court under this section shall be in the discretion of the Court.

    (7)
    An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating company, notwithstanding approval of the agreement by the shareholders of all or any of the amalgamating companies.

        Under Delaware law, holders of Level 3 common stock are not entitled to appraisal rights in connection with the amalgamation. See the section entitled "Appraisal Rights" beginning on page 175.

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THE AMALGAMATION AGREEMENT

        The following section summarizes material provisions of the amalgamation agreement, which is included in this joint proxy statement/prospectus as Annex A and is incorporated herein by reference in its entirety. The rights and obligations of Global Crossing and Level 3 are governed by the express terms and conditions of the amalgamation agreement and not by this summary or any other information contained in this joint proxy statement/prospectus. Global Crossing and Level 3 shareholders are urged to read the amalgamation agreement carefully and in its entirety as well as this joint proxy statement/prospectus before making any decisions regarding the amalgamation, including the approval and adoption of the amalgamation agreement and approval of the amalgamation or the approval of the Level 3 stock issuance and the adoption of the Level 3 charter amendment, as applicable. This summary is qualified in its entirety by reference to the amalgamation agreement.

        The amalgamation agreement is included in this joint proxy statement/prospectus to provide you with information regarding its terms and is not intended to provide any factual information about Global Crossing or Level 3. The amalgamation agreement contains representations and warranties that the parties made to each other as of the date of the amalgamation agreement or other specific dates, solely for purposes of the contract between the parties, and those representations and warranties should not be relied upon by any other person. The assertions embodied in those representations and warranties are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the amalgamation agreement. You should not rely upon the representations and warranties as accurate or complete or characterizations of the actual state of facts as of any specified date since the representations and warranties:

    may not be intended to establish matters of fact, but rather to allocate the risk between the parties in the event the statements therein prove to be inaccurate;

    have been modified in important part by certain underlying disclosures that were made between the parties in connection with the negotiation of the amalgamation agreement, which are not reflected in the amalgamation agreement itself or publicly filed; and

    such disclosures are subject to contractual standards of materiality different from what is generally applicable to you or other investors.

        Accordingly, the representations and warranties and other provisions of the amalgamation agreement should not be read alone, but instead should be read together with the information provided elsewhere in this joint proxy statement/prospectus and in the documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 178.


Terms of the Amalgamation; Amalgamation Consideration

        The amalgamation agreement provides that, on the terms and subject to the conditions set forth in the amalgamation agreement, at the effective time of the amalgamation, Amalgamation Sub and Global Crossing will amalgamate, with Amalgamation Sub and Global Crossing continuing as the amalgamated company, a wholly owned subsidiary of Level 3. At the effective time of the amalgamation,

    each Global Crossing common share issued and outstanding immediately prior thereto will be exchanged for 16 shares of Level 3 common stock (and the rights associated therewith under the rights agreement); and

    each share of Global Crossing convertible preferred stock issued and outstanding immediately prior thereto will be exchanged for 16 shares of Level 3 common stock (and the rights associated therewith under the rights agreement) plus an amount equal to the aggregate accrued and unpaid dividends thereon;

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        in each case excluding shares held by shareholders exercising their statutory rights of appraisal, Level 3, Global Crossing and their respective subsidiaries.

        Level 3 will not issue fractional shares of Level 3 common stock pursuant to the amalgamation agreement. Instead, each Global Crossing shareholder who otherwise would have been entitled to receive a fraction of a share of Level 3 common stock will receive, in lieu thereof, one share of Level 3 common stock for the fractional share interest to which such holder would otherwise be entitled, as provided in the amalgamation agreement.

        The exchange ratio will be appropriately and proportionately adjusted to reflect the effect of any stock split, subdivision, consolidation, combination, reclassification, dividend or distribution of shares or other change with respect to the shares of Level 3 common stock, or Global Crossing common shares or shares of Global Crossing convertible preferred stock, prior to the effective time of the amalgamation.


Completion of the Amalgamation

        Unless the parties agree otherwise, the closing of the amalgamation will take place on the date that is the later of (i) the third business day after the satisfaction or waiver (subject to applicable law) of the conditions to the closing of the amalgamation have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the closing of the amalgamation, but subject to the satisfaction or, where permitted, waiver of those conditions as of the closing of the amalgamation) and (ii) the final day of the marketing period or such earlier date as may be specified by Level 3 upon notice to Global Crossing. The amalgamation will be effective on the date shown on the certificate of amalgamation filed with the Registrar of Companies of Bermuda, in accordance with Bermudian law.


Representations and Warranties

        The amalgamation agreement contains representations and warranties made by each of Global Crossing and Level 3. Global Crossing has made representations and warranties regarding, among other things:

    corporate organization and power;

    qualification to do business;

    absence of conflict or violation;

    consents and approvals;

    authorization and validity of agreement;

    capitalization and related matters;

    subsidiaries and equity investments;

    SEC reports;

    absence of certain changes or events;

    tax matters;

    absence of undisclosed liabilities;

    property;

    intellectual property;

    licenses and permits;

    compliance with law;

    litigation;

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    contracts;

    employee benefit plans;

    insurance;

    affiliate transactions;

    vendors and customers;

    labor matters;

    environmental matters;

    no brokers;

    network operations;

    state takeover statutes;

    opinion of financial advisor;

    board approval;

    requisite shareholder vote;

    illegal or unauthorized payments, political contributions and exports; and

    absence of illegal or unauthorized payments or political contributions to foreign officials.

        Level 3 has made representations and warranties regarding, among other things:

    organization;

    qualification to do business;

    no conflicts or violation;

    consents and approvals;

    authorization and validity of agreement;

    capitalization and related matters;

    subsidiaries and equity investments;

    SEC filings;

    absence of certain changes or events;

    tax matters;

    absence of undisclosed liabilities;

    property;

    intellectual property;

    licenses and permits;

    compliance with law;

    litigation;

    contracts;

    employee benefit plans;

    insurance;

    affiliate transactions;

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    labor matters;

    environmental matters;

    no brokers;

    financing;

    network operations;

    state takeover statutes;

    board approval;

    requisite stockholder vote;

    illegal or unauthorized payments, political contributions and exports; and

    absence of illegal or unauthorized payments or political contributions to foreign officials.

        The amalgamation agreement also contains certain representations and warranties of Level 3 with respect to its direct wholly owned subsidiary, Amalgamation Sub, including corporate organization, lack of prior business activities, capitalization and authority with respect to the execution and delivery of the amalgamation agreement.

        Many of the representations and warranties in the amalgamation agreement are qualified by a "materiality" or "material adverse effect" standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a material adverse effect). For purposes of the amalgamation agreement, a "material adverse effect" means, with respect to a party, any eve