The Association of U S West Retirees



Working On the Qwest-CenturyTel Mega-Deal; Plus, Will the GC Stick Around?


Amy Miller

Law.Com ~ Corporate Counsel

April 26, 2010


The legal department for Qwest Communications International Inc. may have hired two of the biggest firms in the country to handle the company's acquisition by CenturyTel Inc. But general counsel Rich Baer didn't turn over all the work to outside counsel at Skadden, Arps, Slate, Meagher & Flom and Wilmer Cutler Pickering Hale & Dorr.

In-house lawyers at Qwest also played key roles in putting together the $10.6 billion all-stock deal, which combines two of the nation's largest regional landline carriers in one of biggest telecommunications deals in years.

Baer led the negotiations for Qwest, and worked closely with CenturyTel general counsel Stacey Goff. When things heated up toward the end of the negotiations, the two were in touch 20 to 30 times a day.

The negotiations were hard fought, Baer said, but always professional. Lawyers at CenturyTel could not be reached for comment. Goff "is just really just a high integrity person," Baer said. "It's terrific to have a person like that on the other side of the negotiations."

In total, about 10 to 15 lawyers at Qwest were involved in various aspects of the deal over the last two weeks. Lead lawyers Jim Zerefos, deputy general counsel for strategic transactions, and associate general counsel Helen McClure worked with outside counsel to handle all the necessary due diligence. Meanwhile, deputy general counsel Andy Crain is working on all the regulatory issues associated with the deal.

"From our side, in-house lawyers were integral to getting the deal done," Baer said. "As far as the future goes, we're just going to try to handle the integration of the companies as fairly and humanely as possible and focus on being more efficient going forward."

And the question on everyone's mind is what role Baer and other in-house lawyers at Qwest will play after the companies merge. That's not certain yet. Baer said those decisions have not been finalized.

Amy Miller can be contacted at