Qwest Raises MCI Offer, Sets Final Deadline

MCI Inc. (MCIP) faces a Saturday deadline to decide whether to accept a freshly sweetened $9.75 billion takeover bid from Qwest Communications (Q) or stick with Verizon Communications Inc.'s (VZ) $7.5 billion deal to acquire the long-distance phone company.

Several major MCI shareholders agreed to help finance the latest Qwest bid, a move that intensified pressure on MCI's board of directors to switch merger partners.

But MCI declined to say Friday whether its board would act by 5 p.m. EDT on Saturday, the time at which Qwest says its offer will be withdrawn.

The new offer submitted Thursday by Qwest marked the third time the Denver-based local phone company has raised its bid for MCI.

Under the existing merger agreement, a declaration by MCI's board that Qwest's offer is "superior" would leave Verizon with a window of five business days to respond. Verizon's options include boosting its offer a second time, calling for an immediate vote by MCI shareholders, or walking away with a sizable breakup fee.

"The new $30 offer by Qwest is clearly superior, and MCI should do the right thing and declare it a superior offer," Elliott Associates LP, a hedge fund that holds about 3.5 percent of MCI stock, said in a statement. An Elliott spokesman declined to say if his company was one of the MCI investors backing the new Qwest bid.

Legg Mason Capital Management, which controls 1.7 percent of MCI's stock and 13.2 percent of Qwest's shares, confirmed it is providing some of the $800 million, but declined to disclose the amount. Legg Mason Chief Investment Officer Bill Miller declined comment through a spokesman.

Although all three companies declined public comment, analysts speculated that MCI and Verizon are likely discussing the next steps.

"It pushes the ball back into MCI's court," analyst Rick Black of Blaylock & Partners LP said of the Qwest bid. "They have to go back to Verizon."

Qwest's $30-per-share offer consists of $14 in Qwest stock and $16 in cash — an increase of $2.50 in the cash portion of the proposal.

The increase was backed by an $800 million commitment from investors holding about 13 percent of MCI's stock. Under the commitment, each shareholder would contribute cash in exchange for shares in the merged company if Qwest acquired MCI.

Qwest's previous cash-and-stock offer was worth $27.50 a share or $8.94 billion. The MCI board rejected that offer after Qwest refused to increase it to $30 a share and make other concessions.

The board then accepted a sweetened cash-and-stock offer from Verizon valued at $23.10 per share, up from $20.75 under the original agreement reached in mid-February.

Verizon revealed two weeks ago it is paying $1.1 billion to acquire a 13.4 percent stake in MCI from Mexican billionaire Carlos Slim Helu (search). The deal valued Slim's 43.4 million shares at nearly $26 each, and Verizon appeared to leave open the possibility it might increase its payout to other MCI shareholders as well.

Verizon and Qwest, two of the largest telephone companies in the nation, have been battling for nearly three months over MCI.

Based in Ashburn, Va., MCI has been hit hard by competition and its scandal-induced bankruptcy, but still possesses a valuable customer base and national fiber-optic network.

New York-based Verizon is the dominant phone company in the Northeast and a leading wireless provider, but lacks a national network.

Since the bidding began, MCI directors have rejected Qwest three times, concerned about its $17 billion debt and the long-term value of the stock MCI investors would receive as partial payment.

The MCI board also has questioned whether Qwest, the local phone company in 14 mostly western states, can meet its forecast of nearly $3 billion a year in cost savings from the proposed merger.

MCI stock rose 19 cents, or 0.7 percent, to $26.69 a share on the Nasdaq Stock Market (search). Qwest's stock dropped 6 cents, or 1.7 percent, to $3.55 a share on the New York Stock Exchange (search) while Verizon's stock fell 20 cents, or 0.6 percent, to $34.06 on the NYSE.