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Alltel details merger, spinoff in SEC filing.

Alltel Corp. of Little Rock detailed in a filing with the Securities & Exchange Commission its spinoff and merger of its landline business with Valor Communications of Irving, Texas.

In December Alltel announced the $9.1 billion wireline spinoff and merger with Valor.

And in April the company announced that the new company would be based in west Little Rock.

This recent filing details the expenses Alltel paid for the merger, conditions if the deal falls through, costs and debt Windstream will incur as part of the merger, Windstream's estimated share price, and other details.

The highlights of the filing:

* Following the completion of the spinoff and merger, Windstream is expected to have about $5.5 million in total debt.

* When the merger is completed, Alltel stockholders will own about 85 percent of Windstream stock, and Valor stockholders will own about 15 percent of the common stock, on a diluted basis.

* As a result of the spinoff and merger, Alltel will receive about $4.2 billion from combined cash proceeds and debt reduction through a special dividend.

* Windstream will issue an estimated 405 million shares of stock when it goes public. And Alltel stockholders are expected to make $13.29 per share on the record date for the spinoff.

* Already, holders of about 41 percent of Valor common stock have agreed to vote in favor of the merger. Valor stockholders can vote for the merger at the company's annual stockholders meeting on June 27 or by proxy.

* If Valor terminates the deal, it must pay Alltel $35 million.

* If Alltel fails to meet the conditions, it must pay Valor $20 million and possibly .as much as $35 million.

* Wachovia Securities and Bear Steams & Co. gave fairness options on the deal and earned $6 million and $1 million, respectively.

Earlier this month Windstream President and CEO Jeffery Gardner discussed his plans for the new company with Arkansas Business.
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Comment:Alltel details merger, spinoff in SEC filing.(COMMUNICATIONS)
Author:Taulbee, Chip
Publication:Arkansas Business
Geographic Code:1USA
Date:May 29, 2006
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