Alltel subsidiaries price tender for 6.65%, 7.6%, 8% notes

By Jennifer Chiou

New York, Nov. 13 - Alltel Corp. said its wholly owned subsidiaries Alltel Communications, Inc. and Alltel Ohio LP set pricing in their tender offer for Alltel Communications' 6.65% senior notes due 2008 and 7.6% senior notes due 2009 and Alltel Ohio's 8% notes due 2010.

For each $1,000 principal amount, Alltel Communications will pay $1,004.25 for the 6.65% notes and $1,050.62 for the 7.6% notes while Alltel Ohio will pay $1,102.20 for the 8% notes.

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 include a $30.00 consent payment for each $1,000 principal amount for those who tendered by the consent deadline of 5 p.m. ET on Oct. 26.

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

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

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

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

The issuers previously said they will enter 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 are linked to the merger.

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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