Item  1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 23, 2006, SAVVIS, Inc., a Delaware corporation (“SAVVIS”), and certain of its subsidiaries entered into a Purchase Agreement to sell substantially all of the assets related to SAVVIS’ content delivery network services (the “CDN Assets”) to Level 3 Communications, Inc., a Delaware corporation (“Level 3”).

Under the terms of the Purchase Agreement, Level 3 will pay $135 million in cash and assume certain liabilities for the CDN Assets. Upon closing, the transaction is anticipated to result in net proceeds to SAVVIS of approximately $125-130 million after fees, expenses and taxes. The purchase price is subject to certain customary post closing working capital adjustments. The sale is subject to certain customary closing conditions, including, among others, the receipt of regulatory approvals and certain third party consents. The Purchase Agreement contains representations, warranties and covenants of SAVVIS and Level 3, including tax and intellectual property representations and warranties of SAVVIS. The parties have agreed to indemnify each other for breaches of their representations, warranties and covenants.

In addition, on December 21, 2006, SAVVIS Communications Corporation, a Missouri corporation and a wholly-owned subsidiary of SAVVIS (the “Company”), entered into a fifteen-year triple-net lease agreement with Digital Piscataway, LLC (“Landlord”) for data center space (the “Lease”). The Company has two five-year options to renew the Lease. Base annual rent for the fifteen-year term of the Lease is initially approximately $3.2 million and will increase by 3.0% per year, representing a capital lease obligation of approximately $30.0 million to be recorded in 2007. The Company will be required to pay all of the costs associated with the operation of the facilities, including costs such as insurance, taxes, utilities and maintenance. The Lease imposes certain obligations on the Company and grants certain rights to the Landlord in the event of a default by the Company on the Lease. The Lease contains other customary representations, warranties, obligations, conditions, indemnification provisions and termination provisions associated with leases of this nature.

The foregoing description of the Purchase Agreement and the Lease do not purport to be complete and are qualified in their entirety by reference to such documents, copies of which are filed as Exhibit 2.1 and Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 8.01. OTHER EVENTS.

SAVVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements present the pro forma financial position and results of operations of SAVVIS, Inc. and Subsidiaries (the “Company”) based upon historical financial information after giving effect to the sale of substantially all of the assets related to the Company’s Content Delivery Network services (“CDN”) to Level 3 Communications, Inc. (“Level 3”), pursuant to the Purchase Agreement dated December 23, 2006 between the Company and Level 3. Management believes it is highly probable the transaction will close in the first quarter of 2007 and therefore has included the unaudited pro forma condensed consolidated financial statements herein.

The unaudited pro forma condensed consolidated financial statements presented herein have been prepared in accordance with Article 11 of Regulation S-X and are based upon the Company’s audited consolidated financial statements for the year ended December 31, 2005 and the unaudited consolidated financial statements for the nine months ended September 30, 2006 and certain assumptions, as set forth in the notes to unaudited pro forma financial statements, that the Company believes are reasonable. The unaudited pro forma condensed consolidated balance sheet is presented as if the sale had been completed on September 30, 2006 and the unaudited pro forma condensed consolidated statements of operations are presented as if the sale had been completed on January 1, 2005. The pro forma adjustments presented herein are based on estimates and certain information that is currently available and may change as additional information becomes available. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results of operations or the financial position that would have resulted had the sale of CDN been completed at the beginning of or as of the periods presented, nor is it indicative of the results of operations in future periods or the future financial position of the Company.

SAVVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2006

(dollars in thousands)

 

     SAVVIS
Historical
    Disposition
and Pro
Forma
Adjustments
          SAVVIS
Pro Forma
 
ASSETS         

Current Assets:

        

Cash and cash equivalents

   $ 78,149     $ 135,000     (b )   $ 213,149  

Trade accounts receivable, net

     44,156       (2,536 )   (a )     41,620  

Prepaid expenses and other current assets

     24,258       (107 )   (a )     24,151  
                          

Total Current Assets

     146,563       132,357         278,920  

Property and equipment, net

     277,296       (2,727 )   (a )     274,569  

Intangible assets, net

     5,030       (1,845 )   (a )     3,185  

Other non-current assets

     13,540       —           13,540  
                          

Total Assets

   $ 442,429     $ 127,785       $ 570,214  
                          
LIABILITIES AND STOCKHOLDERS’ DEFICIT         

Current Liabilities:

        

Payables and other trade accruals

   $ 45,430     $ (992 )   (a )   $ 44,438  

Current portion of capital and financing method lease obligations

     2,597       —           2,597  

Other accrued liabilities

     82,382       (692 )   (a )     90,083  
       8,393     (c )  
                          

Total Current Liabilities

     130,409       6,709         137,118  

Long-term debt

     255,846       —           255,846  

Capital and financing method lease obligations, net of current portion

     113,152       —           113,152  

Other accrued liabilities

     84,697       (276 )   (a )     84,421  
                          

Total Liabilities

     584,104       6,433         590,537  
                          

Stockholders’ Deficit:

        

Common stock

     512       —           512  

Additional paid-in capital

     687,895       —           687,895  

Accumulated deficit

     (827,651 )     121,352     (d )     (706,299 )

Accumulated other comprehensive loss

     (2,431 )     —           (2,431 )
                          

Total Stockholders’ Deficit

     (141,675 )     121,352         (20,323 )
                          

Total Liabilities and Stockholders’ Deficit

   $ 442,429     $ 127,785       $ 570,214  
                          

SAVVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(dollars in thousands, except share amounts)

 

     SAVVIS
Historical
    Disposition
and Pro
Forma
Adjustments
         

SAVVIS

Pro Forma

 

Revenue

   $ 563,300     $ (14,383 )   (e )   $ 548,917  

Operating Expenses:

        

Cost of revenue

     346,555       (9,155 )   (e )     337,400  

Sales, general, and administrative expenses

     142,551       (2,329 )   (e )     140,222  

Depreciation, amortization, and accretion

     60,370       (915 )   (e )     59,455  
                          

Total Operating Expenses

     549,476       (12,399 )       537,077  
                          

Income from Operations

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