FORM 8-K OF ALLTEL CORPORATION DATED MAY 24, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (date of earliest event reported):
May 20, 2007
Alltel
Corporation
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
1-4996
34-0868285
(Commission
File Number) (IRS Employer Identification No.)
One
Allied Drive, Little Rock, Arkansas 72202
(Address
of Principal Executive Offices, Including Zip Code)
(501)
905-8000
(Registrant's
Telephone Number, Including Area Code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01. Entry Into a Material Definitive Agreement.
On
May
20, 2007, Alltel Corporation, a Delaware corporation (the “Company”), entered
into an Agreement and Plan of Merger (the “Agreement”) with Atlantis Holdings
LLC, a Delaware limited liability company (“Parent”) and Atlantis Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger
Sub”).
Under
the
terms of the Agreement, Merger Sub will be merged with and into the Company
(the
“Merger”), with the Company surviving the Merger as a wholly owned subsidiary of
Parent. Merger Sub and Parent are affiliates of private investment funds (the
“Sponsors”) TPG Partners V, L.P. and GS Capital Partners VI Fund, L.P. Pursuant
to the Agreement, at the effective time of the Merger, each outstanding share
of
common stock of the Company, other than any shares held by any wholly owned
subsidiary of the Company, shares owned by Parent or Merger Sub or held by
the
Company and shares owned by stockholders who are entitled to and who properly
exercise appraisal rights under Delaware law, will be cancelled and converted
into the right to receive $71.50 in cash, without interest (the “Common Stock
Merger Consideration”). Similarly, pursuant to the Agreement, at the effective
time of the Merger, each outstanding share of $2.06 No Par Cumulative
Convertible Preferred Stock, Series C, of the Company and each outstanding
share
of $2.25 No Par Cumulative Convertible Preferred Stock, Series D, of the Company
outstanding immediately prior to the Effective Time, other than any shares
held
by any wholly owned subsidiary of the Company, shares owned by Parent or Merger
Sub or held by the Company and shares owned by stockholders who are entitled
to
and who properly exercise appraisal rights under Delaware law, will be cancelled
and converted into the right to receive, respectively, $523.22 and $481.37,
in
cash, without interest. In addition, immediately prior to the effective time
of
the Merger, all shares of Company restricted stock, unless otherwise agreed
by
the holder and Parent, will vest and will be converted into the right to receive
the Common Stock Merger Consideration. All options to acquire shares of Company
common stock will vest immediately prior to the effective time of the Merger
and
holders of such options will, unless otherwise agreed by the holder and Parent,
be entitled to receive an amount in cash equal to the excess, if any, of the
Common Stock Merger Consideration over the exercise price per share of Company
common stock subject to the option for each share subject to the option.
The
Board
of Directors of the Company unanimously approved the Agreement.
Consummation
of the Merger is subject to customary closing conditions, including approval
of
the Agreement by the Company’s shareholders and regulatory
approval.
The
Company has made various representations and warranties in the Agreement and
agreed to various covenants, including covenants regarding operation of the
business of the Company and its subsidiaries prior to the closing and covenants
prohibiting the Company from soliciting, or providing information or entering
into discussions concerning, proposals relating to alternative business
combination transactions, except in limited circumstances relating to
unsolicited proposals that constitute or are reasonably expected to lead to
a
Superior Proposal (as defined in the Agreement).
Parent
has obtained equity commitments from the Sponsors, and debt financing
commitments from Citigroup Global Markets Inc., Barclays Bank PLC, Barclays
Capital Inc., Goldman Sachs Credit Partners L.P., The Royal Bank of Scotland
plc
and RBS Securities Corporation for the transactions contemplated by the
Agreement, to finance the transaction, including to pay the aggregate merger
consideration and all related fees and
expenses.
The
foregoing summary of the Agreement and the transactions contemplated thereby
do
not purport to be complete and are subject to, and qualified in their entirety
by, the full text of the Agreement attached as Exhibit 2.1, which is
incorporated herein by reference.
The
Agreement has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual
information about the Company, Parent, or their respective subsidiaries and
affiliates. The Agreement contains representations and warranties by the
Company, on the one hand, and by Parent and Merger Sub, on the other hand,
made
solely for the benefit of the other. The assertions embodied in those
representations and warranties are qualified by information in confidential
disclosure schedules that the parties have exchanged in connection with signing
the Agreement.
The
disclosure schedules contain information that modifies, qualifies and creates
exceptions to the representations and warranties set forth in the Agreement.
Moreover, certain representations and warranties in the Agreement were made
as
of a specified date, may be subject to a contractual standard of materiality
different from what might be viewed as material to shareholders, or may have
been used for the purpose of allocating risk between the Company, on the one
hand, and Parent and Merger Sub, on the other hand. Accordingly, the
representations and warranties in the Agreement are not necessarily
characterizations of the actual state of facts about the Company, Parent or
Merger Sub at the time they were made or otherwise and should only be read
in
conjunction with the other information that the Company makes publicly available
in reports, statements and other documents filed with the Securities and
Exchange Commission.
IMPORTANT
ADDITIONAL INFORMATION AND WHERE TO FIND IT:
In
connection with the proposed Merger, the Company will file a proxy statement
with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES
TO THE MERGER.. Investors and security holders may obtain a free copy of
the
proxy statement (when available) and other relevant documents filed with
the SEC
from the SEC’s website at http://www.sec.gov. The Company’s security holders and
other interested parties will also be able to obtain, without charge, a copy
of
the proxy statement and other relevant documents (when available) by directing
a
request by mail or telephone to Director-Investor Relations, Alltel Corporation,
One Allied Drive, Little Rock, AR 72202, telephone 1-877-446-3628 or from
the
Company’s website, www.alltel.com.
The
Company and its directors and certain of its officers may be deemed to be
participants in the solicitation of proxies from the Company’s shareholders with
respect to the Merger. Information about the Company’s directors and executive
officers and their ownership of the Company’s common stock is set forth in the
proxy statement for the Company’s 2007 Annual Meeting of Shareholders, which was
filed with the SEC on April 16, 2007. Shareholders and investors may obtain
additional information regarding the interests of the Company and its directors
and executive officers in the Merger, which may be different than those of
the
Company’s shareholders generally, by reading the proxy statement and other
relevant documents regarding the Merger, which will be filed with the
SEC.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
See
the
Index of Exhibits attached to this Form 8-K, which is incorporated herein by
reference.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
ALLTEL
CORPORATION
|
|
|
|
|
|
By:
/s/ Sharilyn S. Gasaway
|
|
|
Sharilyn
S.
Gasaway |
|
|
Executive
Vice President
- Chief Financial Officer |
|
|
|
Date:
May
24, 2007
INDEX
OF EXHIBITS
Number
|
Exhibit
|
|
|
2.1
|
Agreement
and Plan of Merger, dated as of May 20, 2007, by and among Atlantis
Holdings LLC,
Atlantis
Merger Sub, Inc. and Alltel Corporation.
*
|
*
Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
The
Company agrees to furnish supplementally a copy of any omitted schedule or
exhibit to the Securities and Exchange Commission upon request .