Alltel Subsidiary, Western Wireless LLC, Announces the Determination of the Consideration for its 9.250 percent Senior Notes due 2013.LITTLE ROCK, Ark. -- Western Wireless LLC announced today the determination of the consideration payable in its previously announced cash tender offer for any and all of its outstanding 9.250 percent Senior Notes due 2013 (the "Notes"), as well as the related consent solicitation under its Offer to Purchase and Consent Solicitation Statement dated Aug. 1, 2005 (the "Offer to Purchase"). The total consideration for the Notes (the "Total Consideration"), which will be payable in respect of the Notes that were validly tendered and not withdrawn on or prior to the Consent Date (as defined below), and that are accepted for payment, will be $1,140.75 per $1,000 principal amount of the Notes, which includes a $45.00 consent fee (the "Consent Fee"), payable only in respect of Notes that were tendered with consents on or prior to the Consent Date. In addition, holders will be paid accrued and unpaid interest on the tendered Notes up to, but not including, the applicable settlement date Settlement Date 1. The date by which an executed security trade must be settled. That is, the date by which a buyer must pay for the securities delivered by the seller.2. The payment date of benefits from a life insurance policy. Notes: The settlement date for stocks and bonds is usually three business days after the trade was executed. For government securities and options, the settlement date is usually the next business day..The Total Consideration for the Notes was determined as of 2 p.m. EDT today and is calculated based in part on the yield on the 3-3/4 percent U.S. Treasury Note due May 15, 2008 (the "Reference Security"). The Reference Security Yield and the Tender Offer Yield, each as defined in the Offer to Purchase, used to calculate the Total Consideration are 4.076 percent and 4.576 percent, respectively. The Total Consideration for each Note will be equal to the sum of:
(i) the product of 65 percent and $1,166.73, the present value of
scheduled payments up to the initial redemption date on the Note
based on a fixed spread pricing formula, which is calculated to
the First Call Date as defined in the Offer to Purchase,
utilizing a yield equal to the Reference Security Yield, plus 50
basis points, namely the Tender Offer Yield; plus
(ii) the product of 35 percent and $1,092.50, which is equal to the
price at which Western Wireless is permitted to redeem up to 35
percent of the Notes with the proceeds of an equity offering or
capital contribution (the "Equity Clawback Price").
The detailed methodology for calculating the Total Consideration for Notes is outlined in the Offer to Purchase relating to the tender offer and the consent solicitation. The consent solicitation expired at 5 p.m. EDT, on Aug. 11, 2005 (the "Consent Date"). The tender offer will expire at midnight EDT, on Aug. 26, 2005 (the "Expiration Date"), unless extended. Holders who tender their Notes must consent to the proposed amendments. Tendered Notes may not be withdrawn and consents may not be revoked after the Consent Date. The tender offer remains subject to several conditions but the condition regarding receipt on or prior to the Consent Date of consents in respect of at least a majority in principal amount of the Notes has been satisfied. Holders who validly tendered their Notes prior to the Consent Date are eligible to receive the Total Consideration. Holders who validly tender their Notes after the Consent Date, and on or prior to the Expiration Date will be eligible to receive the tender offer consideration, which consists of the Total Consideration less the Consent Fee of $45.00 per $1,000 principal amount. Notes validly tendered and not withdrawn prior to the Consent Date will have a settlement date of Aug. 15, 2005. Notes validly tendered after the Consent Date and on or prior to the Expiration Date will have a settlement date one business day following the expiration of the tender offer. Barclays Capital and JPMorgan are the Dealer Managers for the tender offer and the consent solicitation. Barclays Capital can be contacted at (866) 307-8991 (toll free) or by calling collect at (212) 412-4072. JPMorgan can be contacted at (866) 834-4666 (toll free) or by calling collect at (212) 834-4388. Georgeson Shareholder Communications, Inc. is the Information Agent for the tender offer and the consent solicitation and can be contacted at (866) 357-4027 (toll free). About Western Wireless LLC Western Wireless LLC, a wholly-owned subsidiary of Alltel Corporation, serves over 1.5 million subscribers in 19 western states under the Cellular One(R) and Western Wireless(R) brand names. Western Wireless LLC, through its subsidiary, Western Wireless International Corporation, currently serves over 1.9 million customers in six international markets, and owns a minority interest in a seventh market. This communication is for informational purposes only. It is not intended as an official confirmation of any transaction or as an offer or solicitation for the purchase or sale of any financial instrument, which may be made only pursuant to the terms of Offer to Purchase and Consent Solicitation Statement. Any comments or statements made herein do not necessarily reflect those of Barclays Capital, JPMorgan, Georgeson Shareholder Communications, Inc. or their respective subsidiaries and affiliates. Alltel, NYSE: AT www.alltel.com |
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