sioned The Deuteronomy Networks wholesale ISP. Level 3's plan was announced in early 1998 and turned into a separate public corporation within months. Shortly after that, its IPO "suc- cessfully issued the largest junk bond offering of the 1990s" [4], raising $2 bil- lion in April 1998. Level 3 pieced together a network using, among other things, rights-of-way obtained from Union Pacific Railroad (which in 1995 had acquired Southern Pacific) [5] and capacity obtained from Frontier, which of course owned part of Qwest's capacity. It also built local networks in 27 cities in the United States. In 1998, Level 3 purchased XCOM Technologies, a Cambridge, Mass.-based CLEC, for $154 million. This was a huge sum for a start-up CLEC with only 10,000 lines in service, but XCOM was the pioneer of "switchless" modem operations. It had created a gateway between its Ascend TNT remote access servers and the Signaling System 7 network, enabling calls to go directly to the TNTs without going through a separate central office switch, thereby reducing the cost of providing "offload" service to ISPs. XCOM was planning to roll out similar services elsewhere; Level 3 had the financial wherewithal to do so. Investing heavily in Lucent (which had bought Ascend) remote access servers and gateways in the United States and equivalent Nortel gear in Europe, Level 3 became a large wholesale Internet access service provider. Of course this too became a crowded market and declined in profitability once the ILECs got the FCC and many states to go along with reducing the reciprocal compensation payments owed to CLECs for terminating ISP-bound calls. But "managed modem revenues" ended up, by 2004, as its most lucrative operation, represent- ing a larger percentage of revenues than long-haul transport or IP services. Level 3 became a survivor, but not because it was profitable; rather, it had taken in enough cash during the boom to survive for a time and continued to attract new financing, albeit at much reduced share prices. Among the later inves