Alltel Announces Cash Tender Offers for Up to $1.0 Billion of its Outstanding Debt.LITTLE ROCK, Ark. -- Alltel (NYSE NYSE See: New York Stock Exchange : AT) today announced the commencement of cash tender offers for up to $1.0 billion aggregate principal amount of its outstanding notes listed below (the "Notes") as part of the company's plan to decrease its debt. The terms and conditions of the tender offers are described in the Offer to Purchase, dated July 31, 2006, and related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . The Offer to Purchase will be mailed to the holders of the Notes.
Principal
Title of Security Amount Acceptance
CUSIP No. Outstanding Priority Level
-------------------- --------------- ---------------
Alltel Corporation
4.656% Notes due 2007
020039DF7 $699,883,000 1
Alltel Communications, Inc.
6.65% Notes due 2008
885571AE9 $100,000,000 2
Alltel Communications, Inc.
7.60% Notes due 2009
885571AD1 $200,000,000 3
Alltel Ohio Limited
Partnership
8.00% Notes due 2010 $425,000,000 4
02003XAA8
U.S. Treasury
Title of Security Reference Early Tender
CUSIP No. Fixed Spread(1) Security Payment(2)
--------------------- --------------- --------------- -------------
Alltel Corporation
4.656% Notes due 2007
020039DF7 0 4.375% due $15
5/15/07
Alltel Communications, Inc.
6.65% Notes due 2008
885571AE9 40 5.125% due $20
6/30/08
Alltel Communications, Inc.
7.60% Notes due 2009
885571AD1 45 4.875% due $25
5/15/09
Alltel Ohio Limited
Partnership
8.00% Notes due 2010
02003XAA8 53 5.125% due $25
6/30/11
---------------------------
(1) Basis points
(2) Per $1,000 principal amount of Notes
The tender offers for each series of Notes will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. at 11:59 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on August 25, 2006, unless extended or earlier terminated. Holders must tender their Notes by 5:00 p.m., New York City time, on August 11, 2006, unless extended, to be eligible to receive the applicable total consideration. Holders who tender their Notes after such date and prior to the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. will be eligible to receive the applicable total consideration less the early tender payment. In addition, payments for Notes purchased will include accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. to but excluding the settlement date. The applicable total consideration will be determined as described in the Offer to Purchase based on the present value of future payments on the applicable Notes discounted to the settlement date at a rate equal to the sum of the yield to maturity, calculated by the dealer managers based on the bid price for the applicable reference security at 2:00 p.m., New York City time, on August 23, 2006, plus the applicable fixed spread, minus accrued interest to but excluding the settlement date. Alltel is offering to purchase up to $1.0 billion aggregate principal amount of Notes. The amount of each series of Notes that will be purchased will be determined in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the Acceptance Priority Level set forth above as described in the Offer to Purchase. For instance, all Notes with the first Acceptance Priority Level will be accepted before any Notes with the second Acceptance Priority Level and so forth through succeeding levels. If the aggregate principal amount of Notes tendered in any series exceeds the remaining amount available for such series, such Notes will be accepted on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. basis if such Notes are accepted for purchase. Withdrawal rights for all offers will expire at 5:00 p.m., New York City time, on August 11, 2006, unless extended or otherwise required by law. The settlement date is expected to be one business day following the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the offers. Alltel has retained J.P. Morgan Securities Inc. and Wachovia Securities Wachovia Securities, located in Richmond, Virginia (soon to be moved to St. Louis), is the third largest brokerage firm in the United States as of 2006 with $689 billion retail client assets under management. It is a subsidiary of Wachovia Corporation. to serve as exclusive dealer managers and Global Bondholder Bondholder A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority. bondholder An individual or institution that owns bonds in a corporation or other organization. Services Corporation to serve as the depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. agent and information agent for the tender offers. For additional information regarding the terms of the tender offers, please contact: J.P. Morgan Securities Inc. at (866) 834-4666 (toll free) or (212) 834-4077 (collect) or Wachovia Securities at (866) 309-6316 (toll free) or (704) 715-8341 (collect). Requests for documents and questions regarding the tendering of notes may be directed to Global Bondholder Services Corporation at (866) 873-5600 (toll free). Alltel's obligations to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and related Letter of Transmittal. This press release is not an offer to purchase or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of acceptance of the tender offers. Alltel may amend, extend or, subject to certain conditions, terminate the tender offers. Alltel is owner and operator of the nation's largest wireless network and has more than 10 million wireless customers. |
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