Alltel Completes Sale to TPG Capital, GS Capital Partners

**blast_investor** Fri Nov 16, 2007 1:12 pm

Alltel Completes Sale to TPG Capital, GS Capital Partners
Alltel has marketcap of $24.6 billion, its ticker is AT, and today is its last trading day.

Some positive news on merger and buyout field:

http://www.tradingmarkets.com/.site/news/Stock%20News/835174/

Alltel Completes Sale to TPG Capital, GS Capital Partners
Friday, November 16, 2007; Posted: 12:19 PM

LITTLE ROCK, Ark., Nov 16, 2007 (BUSINESS WIRE) -- AT | charts | news | PowerRating -- Alltel today announced that it has completed the closing of its merger with an affiliate of TPG Capital and GS Capital Partners (GSCP). Holders of Alltel common stock will receive $71.50 per share in cash under the terms of the merger agreement, which was adopted by Alltel shareholders at a special meeting on August 29, 2007.

As a result of the transaction, Alltel's stock will cease trading on the New York Stock Exchange at close of market today.

**lzhang** Fri Nov 16, 2007 1:30 pm

GSCP is also a buyer of MYE. Hopefully MYE will be closed in less than 4 weeks from now. The MYE deal is much smaller and easier to handle.

GS is the least hit on Wall Street.

Next week is thanksgiving holiday, so maybe we still have to wait at least 2 weeks from now.

So less than 4 weeks for 17% return.

**Rake** Tue Nov 20, 2007 8:07 pm

LZhang,
Does the date 12/15 appear in any of the SEC filing for the MYE deal? I saw the date in news, but didn't find in legal document. If the date is not specified in the deal, I guess there is a possibility for GSCP to delay the closing.

Any comments?

**lzhang** Tue Nov 20, 2007 8:23 pm

Basically 12/15/2007 is the latest date (the end of `marketing period') GSCP has to close the deal, either by debt note offerings, or by bridging loan facilities.

GS/GSCP is not that weak not to close the deal.

In the latest SEC filing Q3 ER:

http://www.sec.gov/Archives/edgar/data/69488/000006948807000066/pr11082007.htm

In the merger proxy statement:

http://www.sec.gov/Archives/edgar/data/69488/000095015207004914/l25849aprem14a.htm

The Merger will become effective at the time we, Buyer and Merger Sub file the certificate of merger with the Secretary of State of the State of Ohio (or at a later time, if agreed upon by the parties and specified in the certificate of merger). In order to consummate the Merger, we must obtain shareholder approval and the other closing conditions described under “Conditions to the Merger,” beginning on page 54 must be satisfied or waived; except that the Buyer Parties will not be required to effect the closing until the earlier to occur of a date during the “marketing period” (as defined under “The Merger Agreement — Marketing Period,” beginning on page 55) specified by Buyer on not less than three business days’ notice to us and the final day of the marketing period. The marketing period under the Merger Agreement commences after we have obtained shareholder approval and the required regulatory approvals, satisfied the other closing conditions under the Merger Agreement and provided Buyer with certain current financial information. The Merger Agreement provides that the marketing period will last 30 consecutive days, but may be extended or terminated under certain circumstances. The Buyer may, in its sole discretion, close the Merger prior to the expiration of the marketing period if all of the closing conditions under the Merger Agreement are otherwise satisfied or waived. The Merger Agreement does not contain a financing condition. However, in order to allow Buyer the opportunity to offer to sell high yield notes to finance a portion of the transaction, Buyer is entitled to delay the closing of the merger until the end of the marketing period to complete the high yield notes offering on terms acceptable to it. If, however, Buyer is unable to complete the high yield notes offering on terms acceptable to it, then Buyer must consummate the transaction at the end of the marketing period by drawing on a bridge facility that is part of its financing commitment.

Marketing Period

The Merger will become effective at the time we and the Buyer Parties file the Certificate of Merger with the Secretary of State of the State of Ohio (or at a later time, if agreed upon by the parties and specified in the Certificate of Merger). Unless otherwise agreed by the parties to the Merger Agreement, the parties are required to close the Merger on the third business day after the satisfaction or waiver of the conditions described under “Conditions to the Merger,” beginning on page 55, except that Buyer has the right to extend the closing date in order to allow it to seek improved financing terms during the marketing period.

The Agreement does not contain a financing condition for Buyer. However, in order to allow Buyer the opportunity to offer to sell high yield notes to finance a portion of the transaction, Buyer is entitled to delay the closing of the Merger until it has had 30 consecutive days after the later of regulatory approval and shareholder approval of the transaction and during which (i) Buyer has the financial information required under the Merger Agreement to obtain debt financing and (ii) all conditions to Buyer’s obligation to consummate the Merger are satisfied. If Buyer is unable to complete the high yield notes offering on terms acceptable to it, then Buyer must consummate the transaction at the end of the marketing period by drawing on a bridge facility that is part of its financing commitment. The end date of the marketing period is October 5, 2007. However, the October 5, 2007 deadline may be extended in certain circumstances if, prior to October 5, 2007, Buyer has not had 30 consecutive days after the later of regulatory approval and shareholder approval of the transaction had been obtained and during which (i) Buyer had the financial information required under the Merger Agreement to obtain its debt financing and (ii) all conditions to Buyer’s obligation to consummate the Merger were satisfied. In such event, the October 5, 2007 deadline will be extended until such 30 day period has occurred, but in no event later than December 15, 2007.

**Rake** Tue Nov 20, 2007 8:27 pm

Thanks. The terms are clear. I hope the deal get closed on time.