Alltel Subsidiary, Western Wireless LLC, Announces the Determination of the Consideration for its 9.250 percent Senior Notes due
August 12 2005 - 3:54PM
Business Wire
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not withdrawn on or prior to the Consent Date (as defined below),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. 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: -0- *T (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"). *T
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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