Alltel sets structure for $7.7 bond/bridge financing for merger

By Paul A. Harris

St. Louis, Nov. 1 - Alltel Communications and Alltel Communications Finance, Inc. disclosed the structure of $7.7 billion of Rule 144A and Regulation S bond and/or bridge debt financing in connection with the merger of Alltel and Atlantis Merger Sub, Inc. on Thursday.

In a press release, Alltel announced that the financing will include $5.2 billion of senior unsecured debt consisting of senior unsecured cash-pay notes and senior unsecured cash-pay bridge credit facilities.

The financing will also include up to $2.5 billion of senior unsecured payment-in-kind debt. All or a portion of the $2.5 billion may take the form of senior unsecured PIK option bridge credit facilities.

In addition the deal includes a $14 billion term loan, a $1.5 billion revolver and a $750 million delayed-draw term loan.

Citigroup, Goldman Sachs, Barclays and RBS Securities are leading the debt financing, according to market sources.

Proceeds will be used to help fund the merger of Alltel and Atlantis Merger Sub, Inc., which is expected to close during the fourth quarter of 2007.

Atlantis Merger Sub and its parent company, Atlantis Holdings LLC, are affiliates of TPG Partners V, LP and GS Capital Partners VI Fund, LP.

Alltel is a Little Rock, Ark., provider of wireless voice and data communications services.

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