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VERIZON WIRELESS completes purchase of ALLTEL; Creates Nationís largest wireless carrier


BASKING RIDGE, N.J. - Verizon Wireless, a joint venture of Verizon Communications (NYSE: VZ) and Vodafone (NYSE LSE: VOD), announced today it has completed its purchase of Alltel Corporation from Atlantis Holdings LLC. Consistent with the terms of the transaction announced on June 5, 2008, Verizon Wireless paid approximately $5.9 billion for the equity of Alltel. Immediately prior to the closing, the Alltel debt associated with the transaction, net of cash, was approximately $22.2 billion.

The acquisition expands Verizon Wirelessí network coverage to approximately 290 million people, nearly the entire United States population, and increases the companyís customers by 12.9 million, after conforming adjustments and before required divestitures, making it the largest wireless carrier in the country with more than 83.7 million total customers, based on third quarter 2008 reported results from both companies. Approximately 2.1 million of those total customers are in markets that will be divested by Verizon Wireless in the coming months, as required by the Department of Justice (DOJ) and the Federal Communications Commission (FCC) as a condition of the merger approval.

Market Integration
In markets that will be retained and combined with Verizon Wirelessí operations, the company will continue to use the Alltel brand for the next several months, as it works to integrate networks, convert billing systems and upgrade high-speed wireless broadband service. Verizon Wireless will maintain Alltelís existing GSM networks in retained Alltel markets to continue serving the roaming needs of GSM carriersí customers.

Alltel customers in markets to be retained will receive a letter during the next few weeks informing them about the purchase and the wide array of new and advanced services that will be available to them when they transition to Verizon Wireless, including the latest wireless data services delivered on the nationís largest 3G high-speed wireless broadband network. In addition, when Alltel systems are upgraded in the near future, Alltel customers will have access to the largest mobile-to-mobile calling community in the country, allowing them to use their mobile-to-mobile minutes for calls with Verizon Wireless customers without using their plan minutes.

Alltel customers do not need to take any action at this time. Customersí current service plans, prices and features, including My Circle, will remain the same throughout the transition. Verizon Wireless will notify customers, by mail, about any changes that may impact their service in the future. Since Verizon Wireless and Alltel use the same technology platform, the vast majority of customers will be able to use their current handset after the transition to Verizon Wireless. Additional information for customers is available at

Verizon Wireless will re-brand Alltel operations in the retained markets in phases, beginning in the second quarter and continuing through the third quarter of 2009, as billing conversions are completed throughout the country. During the transition period, Alltel-branded stores will remain open to serve customers.

Alltel employees below executive level will continue in their present jobs as Verizon Wireless assesses staffing needs required to best serve customers and achieve synergies.

Divestiture Markets

As a condition of the regulatory approvals by the DOJ and the FCC that were required to complete the Alltel purchase, Verizon Wireless will divest overlapping properties in 105 markets across 24 states. Alltel operations will be divested in most of these markets. Verizon Wireless will divest its own pre-merger operations in four markets, as well as the Rural Cellular Corporation (RCC) operations in southern Minnesota and western Kansas, operating under the Unicel brand, which Verizon Wireless acquired last August.

Verizon Wireless has placed licenses and assets for the markets to be divested in a management trust. The trust will continue to operate the markets under their current brands until they are sold to one or more buyers. As a result, these markets will not be integrated into Verizon Wireless operations.

Financial Information
Verizon Wireless expects to realize synergies with a net present value, after integration costs, of more than $9 billion, driven by aggregate capital and operating expense savings.

Verizon Wireless used a combination of cash generated from operations, Alltel cash, proceeds from capital markets transactions, and borrowings from lenders under credit facilities, including the borrowing, immediately prior to the acquisition, of $12.35 billion under a new 364-day credit facility, to purchase the equity of Alltel and to acquire and repay Alltelís debt. Following the completion of a series of financing transactions later today, Alltel and its subsidiaries will have reduced the debt that is owed to third parties to approximately $2.7 billion, which is expected to decline further to approximately $2.5 billion within the next 30 days.

Verizon Wireless announced its agreement, subject to regulatory approval, to acquire Alltel in June 2008. The DOJ approved the transaction in October and the FCC approved it in early November.


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