Alltel Corp. today announced that it has signed a definitive merger agreement to be acquired by TPG Capital and GS Capital Partners ("GSCP"), in a transaction valued at approximately $27.5 billion.
Under the terms of the merger agreement, TPG Capital and GSCP will acquire all of the outstanding common stock of Alltel for $71.50 per share in cash. The purchase price per share represents a 23% premium over Alltel's closing share price prior to media reports of a potential transaction published on December 29, 2006. Alltel intends to pay its regular quarterly common share dividend until closing.
Alltel's Board of Directors has unanimously approved the merger agreement after a comprehensive review of the company's strategic options, and has recommended the approval of the transaction by Alltel's shareholders. Completion of the transaction, which is currently expected to occur by the fourth quarter of 2007 or by the first quarter of 2008, is contingent upon customary closing conditions, including approval by Alltel's shareholders and certain regulatory approvals. Shareholders will be asked to vote on the proposed transaction at a special meeting that will be held on a date to be announced. Scott Ford, Alltel's chief executive officer, will remain in his current role.
"This transaction delivers substantial and certain value to our shareholders while providing the company with long-term partners who share our commitment to our customers, employees and the communities we serve," said Mr. Ford. "TPG and GSCP are long-term investors who are willing to make the investments necessary to continue to grow our wireless business in all of our markets. This transaction also ensures our customers can continue to rely on Alltel to deliver high-quality service and leading edge products and services."
"Alltel is a great company with a terrific management team," said Jim Coulter, founding partner, TPG. "We look forward to working with them to continue to grow one of the nation's premier wireless providers."
"Alltel has a long history of growth through strategic acquisitions, combined with a strong focus on customer service," said Richard Friedman, head of the Merchant Banking Division at Goldman Sachs. "We are excited about this opportunity to partner with an exceptional management team to continue to support their strategies for growth."
Merrill Lynch & Co., Stephens Inc. and JP Morgan Securities Inc. acted as Alltel's financial advisors, and Wachtell, Lipton, Rosen & Katz acted as legal advisor. Citigroup and Goldman Sachs acted as financial advisors to TPG and GSCP; Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to TPG; Weil Gotshal & Manges LLP acted as legal advisor to GSCP, and Akin Gump Strauss Hauer & Feld LLP acted as regulatory counsel to the buyers. Acquisition financing will be provided by Goldman Sachs, Citigroup, Barclays and RBS.
Alltel is owner and operator of the nation's largest wireless network and has 12 million wireless customers.
About TPG Capital
TPG Capital is the global buyout group of TPG, a leading private investment firm founded in 1992, with more than $30 billion of assets under management and offices in San Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth, Melbourne, Menlo Park, Moscow, Mumbai, Shanghai, Singapore and Tokyo. TPG Capital has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures and restructurings. TPG Capital's investments span a variety of industries including communications, technology, healthcare, retail/consumer, travel, media, industrials and financial services. Please visit www.tpg.com.
About GS Capital Partners
Since 1986, Goldman Sachs has raised thirteen private equity and mezzanine investment funds aggregating $56 billion of capital commitments. GS Capital Partners is the private equity vehicle through which The Goldman Sachs Group, Inc., conducts its privately negotiated corporate equity investment activities. GS Capital Partners is currently investing its GS Capital Partners VI fund. GS Capital Partners is a global private equity group with a focus on large, sophisticated business opportunities in which value can be created through leveraging the resources of Goldman Sachs.