Alltel subsidiaries get needed consents for 6.65%, 7.6%, 8% notes

By Susanna Moon

Chicago, Oct. 29 - Alltel Corp. said its wholly owned subsidiaries Alltel Communications, Inc. and Alltel Ohio LP received tenders and consents from holders of a majority of three series of notes.

Alltel Communications received consents from holders of $26.06 million, or 66.86%, of the principal amount of its 6.65% senior notes due 2008 and $49.2 million, or 92.88%, of the principal amount of its 7.6% senior notes due 2009. Alltel Ohio received consents from $280.04 million, or 94.18%, of the principal amount of its 8% notes due 2010.

The consent deadline was 5 p.m. ET on Oct. 26. The tender offer ends at 8 a.m. ET on Nov. 13.

The issuers will "promptly" enter into a supplemental indenture, according to a press release.

The companies sought consents to amend the note indentures to eliminate or make less restrictive certain restrictive covenants and conditions to defeasance, as well as certain events of default.

On Aug. 29, Alltel shareholders voted to approve the company's purchase by TPG Capital and GS Capital Partners at a special meeting. The tender offer and solicitation are linked to the merger.

The companies said that they will determine the payouts using the 4 3/8% Treasury due Dec. 31, 2007 and a fixed spread of 25 basis points for the 6.65% notes, the 4½% Treasury due March 31, 2009 and 20 bps for the 7.6% notes and the 4 1/8% Treasury due Aug. 15, 2010 and 50 bps for the 8% notes.

The payouts will include a $30 consent payment for each $1,000 principal amount for those who tendered by the consent deadline.

The companies will also pay accrued interest to but excluding the settlement date.

Pricing will be set at 2 p.m. ET on Nov. 7.

The offer is conditioned on the closing of the merger and receipt of valid tenders from holders of a majority of the notes.

Citi (800 558-3745) and Goldman, Sachs & Co. (877 686-5059) are the dealer managers. Global Bondholder Services Corp. (866 540-1500) is the depositary and information agent.

Based in Little Rock, Ark., Alltel owns and operates the nation's largest wireless network.

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