Verizon Wireless To Acquire Alltel; Will Expand Nation’s Most Reliable Wireless Network

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BASKING RIDGE, N.J., and LITTLE ROCK, Ark. has entered into an agreement with Corporation and Atlantis Holdings LLC, an affiliate of private investment firm TPG Capital and GS Capital Partners, to acquire Corporation in a cash merger. is a joint venture of Verizon Communications (NYSE: VZ) and Vodafone (NYSE and LSE: VOD).

Under the terms of the agreement, will acquire the equity of for approximately $5.9 billion. Based on ’s projected net debt at closing of $22.2 billion, the aggregate value of the transaction is $28.1 billion.

The parties are targeting completion of the merger by the end of the year, subject to obtaining regulatory approvals.

Once this transaction closes, customers of both companies will have access to an expanded range of products and services, including a premier lineup of basic and advanced devices and an expanded IN Network calling community. customers also will benefit from advanced services including over-the-air downloadable music from a three-million-song library, and a network that is nationwide, for a uniform coast-to-coast experience. They also will be able to take advantage of industry-leading consumer policies, including Test Drive and Worry Free Guarantee®.

“This move will create an enhanced platform of network coverage, spectrum and customer care to better serve the growing needs of both and customers for reliable basic and advanced broadband wireless services,” said Lowell McAdam, president and chief executive officer.

serves more than 13 million customers in markets in 34 states. This includes 57 primarily rural markets that does not serve. The transaction puts the markets and customers on a path to advanced 4th generation services as deploys LTE technology throughout its network over the next several years. ’s customers also will reap the benefits of ’ Open Development initiative, which welcomes third-party devices and services to use the network.

Verizon Communications, the owner of the majority stake in , expects that the transaction will be immediately accretive, excluding transaction and integration costs. “This is a perfect fit, with ’s high-value post-paid customer base, its solid financials, our common network technology, and significant, readily attainable synergies,” said Ivan Seidenberg, Verizon chief executive officer and chairman of the Verizon board. “’ acquisition of clearly provides opportunities for enhanced value for Verizon shareholders.”

President and Chief Executive Officer Scott Ford will continue in his current position as head of until the merger is completed.

“Both and have long track records of delivering a high-quality customer experience in the marketplace,” Ford said. “The combination of our two companies will continue and improve upon that heritage as, together, we can more quickly deliver an expanded range of innovative products and services to our customers.”

expects to realize synergies with a net present value, after integration costs, of more than $9 billion driven by reduced capital and operating expense savings. Synergies are expected to generate incremental cost savings of $1 billion in the second year after closing.

and both use a common network technology, which provides advantages of a seamless transition for customers, ease in integrating the two companies’ networks, and scale efficiencies in operating the larger integrated network.

Morgan Stanley acted as financial advisor to on this transaction and is providing bridge financing. Debevoise & Plimpton LLP acted as legal advisor to .

Citibank, Goldman Sachs and RBS advised the sellers on the transaction. Wachtell, Lipton, Rosen & Katz acted as legal advisor to , and Cleary Gottlieb Steen & Hamilton LLP and Ropes & Gray LLP acted as legal advisors to the sellers.

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