Alltel closes tender for 6.65%, 7.6%, 8% notes

By Jennifer Chiou

New York, Nov. 16 - Alltel Corp. said its wholly owned subsidiaries Alltel Communications, Inc. and Alltel Ohio LP wrapped their tender offer for three series of notes.

The tender offer ended at 8 a.m. ET on Nov. 16, prolonged from Nov. 13.

Alltel Communications received tenders from holders of $26.19 million, or 67.18%, of the principal amount of its 6.65% senior notes due 2008 and $49.27 million, or 93.01%, 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.

On Oct. 29, the companies said that they had received consents from holders of a majority of all note series.

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

The consent deadline was 5 p.m. ET on Oct. 26.

The issuers said that they entered into supplemental indentures.

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 were linked to the merger.

The companies said that they determined 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 included a $30.00 consent payment for each $1,000 principal amount for those who tendered by the consent deadline.

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

Pricing was set at 2 p.m. ET on Nov. 13, extended from Nov. 7.

The offer was 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) were the dealer managers. Global Bondholder Services Corp. (866 540-1500) was the depositary and information agent.

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

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