Alltel subsidiary Western Wireless tenders for 9¼% notes

By Jennifer Chiou

New York, Aug. 1 - Western Wireless LLC has begun a cash tender offer to purchase any and all of its outstanding 9¼% senior notes due 2013 in addition to a consent solicitation to amend the indenture.

The notes were originally issued by predecessor Western Wireless Corp., which Alltel, a Little Rock, Ark.-based wireless and wireline provider, acquired.

The consent solicitation expires at 5 p.m. ET on Aug. 11, unless extended.

The company will pay 65% of the present value of scheduled payments up to the notes' first call date, discounted using the yield on the 3¾% Treasury note due May 15, 2008 plus 50 basis points and 35% of $1,092.50, the equity clawback price. The total includes a $45.00 per $1,000 principal amount consent payment. Pricing will be set at 2 p.m. ET on Aug. 12.

Alltel will have the right to make a capital contribution to the company, which could be used to redeem up to 35% of the original face amount of the notes at the equity clawback price. Any notes outstanding after the tender will be subject to the equity clawback.

Western Wireless is seeking consents to eliminate substantially all of the restrictive covenants and certain of the events of default contained in the note indenture. The company needs approval from holders of a majority of the notes.

Those who tender their notes after the consent deadline and prior to the expiration date of midnight ET on Aug. 26 will not receive the $45.00 consent payment.

A valid tender is considered a consent.

Barclays Capital (866 307-8991 or call collect 212 412-4072) and JPMorgan (866 834-4666 or call collect 212 834-4388) are dealer managers. Georgeson Shareholder Communications, Inc. is the information agent (866 357-4027).

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