Alltel Communications, Inc. and Alltel Ohio Limited Partnership Receive Requisite Consents In Tender Offers and Consent Solicitations for Outstanding Debt Securities.LITTLE ROCK, Ark. -- Alltel Corporation ("Alltel") (NYSE NYSE See: New York Stock Exchange : AT) today announced that its wholly-owned subsidiaries, Alltel Communications, Inc. ("ACI ACI American Concrete Institute ACI Arch Coal Inc ACI Airports Council International (formerly Airport Associations Coordinating Council) ACI Automobile Club d'Italia ACI American Competitiveness Initiative ") and Alltel Ohio Limited Partnership ("Alltel Ohio" and, together with ACI, the "Issuers") had received, as of 5:00 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 October 26, 2007 (the "Consent Payment Deadline"), tenders and consents from holders of approximately $26,061,000 (or approximately 66.86 percent of the aggregate principal amount) of ACI's 6.65 percent Senior Notes due 2008, $49,202,000 (or approximately 92.88 percent of the aggregate principal amount) of ACI's 7.60 percent Senior Notes due 2009 and $280,038,000 (or approximately 94.18 percent of the aggregate principal amount) of Alltel Ohio's 8.00 percent Notes due 2010, all pursuant to their previously announced cash tender offers and consent solicitations Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with for the securities. As a result of the receipt of the requisite consents for each series of securities, each Issuer expects to enter promptly into a supplemental indenture incorporating the proposed amendments, which eliminate or make less restrictive certain restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. and conditions to defeasance defeasance n. an antiquated word for a document which terminates the effect of an existing writing such as a deed, bond, or contract if some event occurs. DEFEASANCE, contracts, conveyancing. , as well as certain events of default with respect to certain series of securities, and related provisions in the relevant indentures governing the securities. Each supplemental indenture will become operative upon acceptance and payment by the relevant Issuer of the tendered securities. The Consent Payment Deadline with respect to the tender offers and consent solicitations has now passed and withdrawal rights have terminated. Holders of securities who have not already tendered their securities may do so at any time at or prior to 8:00 a.m., New York City time, on November 13, 2007, unless extended or earlier terminated by the relevant Issuer (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. "), but such holders will only be eligible to receive the applicable tender offer price, which is an amount equal to the applicable total consideration less the consent payment, for their securities. In each case, holders whose securities are accepted for payment in the tender offers will receive accrued and unpaid interest in respect of such purchased securities to, but not including, the applicable settlement date. As previously announced, the price determination date will be 2:00 p.m., New York City time, on November 7, 2007, or if a tender offer is extended, the second business day before the applicable Expiration Date. Securities that are purchased in each tender offer will be paid for promptly after the applicable Expiration Date. The tender offers and consent solicitations are subject to the satisfaction or waiver of certain conditions, including closing of the proposed merger between Alltel and an affiliate of private investment funds Noun 1. investment funds - money that is invested with an expectation of profit investment assets - anything of material value or usefulness that is owned by a person or company TPG TPG Texas Pacific Group TPG Tapping TPG Transports Publics Genevois (Geneva, Switzerland public transportation) TPG Test Pattern Generator TPG TNT Post Group TPG Trésorier Payeur Général Partners V, L.P. and GS Capital Partners VI, Fund, L.P. Further details about the terms and conditions of the tender offers and consent solicitations are set forth in the Issuers' Offer to Purchase and Consent Solicitation Statement dated October 15, 2007 (the "Offer to Purchase"), and the related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and Consent. Citi and Goldman, Sachs & Co. are acting as dealer managers for the tender offers and as solicitation agents for the consent solicitations. For additional information regarding the terms of the tender offers and consent solicitations, please contact: Citi at (800) 558-3745 (toll-free) or Goldman, Sachs & Co at (877) 686-5059 (toll free). Requests for documents may be directed to Global Bondholder Services, which is acting 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. and information agent for the tender offers and consent solicitations, at (866) 540-1500 (toll-free). This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The tender offers and consent solicitations are being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and Consent, which set forth the complete terms of the tender offers and consent solicitations. Alltel is owner and operator of the nation's largest wireless network and has more than 12 million wireless customers. Alltel, NYSE: AT www.alltel.com |
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