FOR IMMEDIATE RELEASE

June 5, 2008

VERIZON WIRELESS TO ACQUIRE ALLTEL; WILL EXPAND NATION’S MOST RELIABLE WIRELESS NETWORK

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

Under the terms of the agreement, Verizon Wireless will acquire the equity of Alltel for approximately $5.9 billion. Based on Alltel’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. Alltel 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 Alltel and Verizon Wireless customers for reliable basic and advanced broadband wireless services,” said Lowell McAdam, Verizon Wireless president and chief executive officer.

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

Verizon Communications, the owner of the majority stake in Verizon Wireless, expects that the transaction will be immediately accretive, excluding transaction and integration costs. “This is a perfect fit, with Alltel’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. “Verizon Wireless’ acquisition of Alltel clearly provides opportunities for enhanced value for Verizon shareholders.”

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

“Both Alltel and Verizon Wireless 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.”

Verizon Wireless 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.

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

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

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

About Verizon Wireless

Verizon Wireless operates the nation’s most reliable wireless voice and data network, serving 67.2 million customers. Headquartered in Basking Ridge, N.J., with 69,000 employees nationwide, Verizon Wireless is a joint venture of Verizon Communications (NYSE: VZ) and Vodafone (NYSE and LSE: VOD). For more information, go to: www.verizonwireless.com. To preview and request broadcast-quality video footage and high-resolution stills of Verizon Wireless operations, log on to the Verizon Wireless Multimedia Library at www.verizonwireless.com/multimedia.

About Alltel

Alltel delivers voice and advanced data services nationwide to more than 13 million customers. Headquartered in Little Rock, Arkansas. Alltel is a Forbes 500 company with annual revenues of nearly $9 billion.

About TPG Capital

TPG Capital is the global buyout group of TPG, a leading private investment firm founded in 1992 with more than $50 billion of assets under management and offices in San Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth, Menlo Park, Washington, D.C., Melbourne, Moscow, Mumbai, Paris, Luxembourg, Beijing, 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 media and communications, financial services, travel and entertainment, technology, industrials, retail, consumer and healthcare. Please visit www.tpg.com.

About GS Capital Partners

Since 1986, Goldman Sachs has raised fourteen private equity and mezzanine investment funds aggregating $69 billion of capital and leverage 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.

NOTE: This news release contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: materially adverse changes in economic and industry conditions and labor matters, including workforce levels and labor negotiations, and any resulting financial and/or operational impact, in the markets served by us or by companies in which we have substantial investments; material changes in available technology, including disruption of our suppliers' provisioning of critical products or services; the impact of natural or man-made disasters or litigation and any resulting financial impact not covered by insurance; technology substitution; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations; the final results of federal and state regulatory proceedings concerning our provision of retail and wholesale services and judicial review of those results; the effects of competition in our markets; the timing, scope and financial impacts of our deployment of fiber-to-the-premises broadband technology; the ability of Verizon Wireless to continue to obtain sufficient spectrum resources; changes in our accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; and the ability to complete acquisitions and dispositions.

Not the first time this rumor has popped up, but Reuters is reporting that Verizon is in talks to pick up nationwide runt Alltel in a $27 billion deal that would make Verizon Wireless the biggest carrier on the block, with over 80 million subscribers, topping AT&T (67 million + 13 million). The deal's feasible—both use CDMA, and in a saturated wireless market where growth is mostly coming from theft and smaller carriers anyway, buying 'em outright might just be easier. (CNBC's reporting it too, check it for some more biz analysis.) And here's the WSJ take.[Reuters]

The suit, which targets AT&T, Sprint, Verizon, Alltel, U.S. Cellular, Cellular South and Virgin Mobile (T-Mobile was targeted in a similar suit last week), seeks "recovery for actual and compensatory damages sustained by plaintiffs and others similarly situated. At this time, plaintiffs are specifically seeking recovery against the defendants for unauthorized charges, wrongful collections and unjust enrichment." Its peg is based on charges that people receive from unsolicited texts even if they don't want to have a text message plan at all, but it could have ramifications that reach beyond that. Or not. Something tells me that the carriers won't be giving up their beloved ripoff text plans without a serious fight. [RCR Wireless News via Engadget]

Alltel adds one million gross wireless customers in the first quarter

LITTLE ROCK, Ark. - Alltel achieved record customer growth in the first quarter, adding more than 1 million gross customers for the second consecutive quarter. Net customer additions also hit a new high with a 63 percent increase year-over-year.

"We are pleased with our results across the board, and I am extremely proud of our team for staying focused in our first full quarter under new ownership," said President and Chief Executive Officer Scott Ford. "We are off to a strong start for the year, with consolidated EBITDA up 18 percent year-over-year."

Alltel completed its merger with an affiliate of TPG Capital and GS Capital Partners in November 2007 and ceased trading on the New York Stock Exchange.

Among the highlights for the first quarter:

• Revenues were $2.3 billion, an 11 percent increase from the same period a year ago. The company reported a net loss of $125 million, due primarily to significant increases in interest costs and depreciation and amortization expense following the completion of the merger.

• Alltel added just over 1 million gross customers through internal growth, a 26 percent increase from a year ago. Post-pay net additions were 163,000, up 50 percent year over- year, and pre-pay net adds were 183,000. Reseller net adds, which Alltel is including this quarter in order to be consistent with industry practice, were 39,000. Total net adds were 385,000, an all-time high.

• Post-pay churn was 1.34 percent, essentially flat year-over-year, and total churn was 1.83 percent, up 6 basis points year-over-year.

• Average revenue per wireless customer (ARPU) was $53.64, up 2 percent from last year. Data revenue per customer reached a new high of $7.50, a 60 percent increase year-over-year.

• Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization) was $847 million, an 18 percent increase from the same period a year ago.

A table describing consolidated EBITDA and reconciling net income to consolidated EBITDA is included in the schedules accompanying this release.

Alltel operates America's largest wireless network, which delivers voice and advanced data services nationwide to more than 13 million customers. Headquartered in Little Rock, Ark., Alltel is a Forbes 500 company with annual revenues of nearly $9 billion.

Alltel claims the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events and results.

Alltel Wireless launches the exclusive Glimmer by LG Touch screen phone combines music and media with form and function LITTLE ROCK, Ark. and SAN DIEGO - Alltel Wireless, America's largest network, providing coverage across the nation, and LG Electronics MobileComm U.S.A., Inc. (LG Mobile Phones) today announced that the highly anticipated GlimmerTM by LG will be exclusively available in Alltel retail stores and online at shopalltel.com beginning tomorrow, March 13. With a slide-out keypad and touch-screen interface, the LG Glimmer incorporates traditional phone functions with the latest multimedia features. The LG Glimmer is loaded with a 2 MP camera with video capabilities, an MP3 player with customizable equalizer, an expandable memory slot and is GPS capable. This slick phone is rich with several of Alltel's Axcess applications including Alltel Navigation, Axcess Search, CityID and Axcess TV. In addition, users can listen to their favorite music while utilizing other multimedia features on the phone, such as taking photos, recording video or sending text messages. The Glimmer also features 3D graphics support and 128MB of internal memory. "With touch-screen phones revolutionizing wireless, the LG Glimmer from Alltel has an innovative new touch interface while offering the convenience of a slide-out physical keypad," states Brian Ullem, vice president of device strategy for Alltel Wireless. "Its large display and multimedia capabilities allow our customers to access and manage their video and music with a simple touch." "Consumers will appreciate the durable metal body of this elegant, user-friendly mobile phone," said Ehtisham Rabbani, vice president of product strategy & marketing at LG Mobile Phones. "With its slim form factor and large sliding touch screen the Glimmer by LG is another example of forward-thinking technology and design." Alltel Wireless is offering the Glimmer by LG for $249.99 after a $100 mail-in-rebate. This discounted price is available to new customers who sign-up for a two-year service agreement and to existing eligible customers on qualifying rate plans. All Alltel customers who purchase the LG Glimmer and are on a qualifying rate plan are able to receive "My Circle," Alltel's exclusive calling feature allowing customers to receive unlimited calling to any five, 10 or 20 numbers, any network. In addition, Alltel was the first to offer Anytime Plan Changes, giving customers the flexibility to change their calling plans at any time, without extending their current contract. The LG Glimmer also supports Alltel's new service, Axcess Voice2TXT. The service, which is available on any Alltel Wireless SMS text message capable phone, quickly converts incoming voicemails to text messages in the customer's inbox and also allows customers to store and forward converted voicemails as regular text messages. For more information on this innovative feature, please visit www.alltel.com/voice2txt.

In the poll, Consumer Reports asked which cellphone service providers have the least static, dropped calls, circuits full and lack of service across 20 major metropolitan areas in the US. As it did last year, Verizon came out on top again, with an average approval rating of around 70%. Coming in a close second and winning out in some markets was T-Mobile. Far behind was AT&T, and then coming in dead last was Sprint.

To give you the high concept, Consumer Reports says:

Verizon Wireless is "among the better carriers this year and in our earlier surveys."

T-Mobile was described as "another solid performer that often offers more for your money."

Alltel Wireless is "One of the better providers in the three metro areas for which we had adequate survey data."

AT&T fell behind, called "Home of iPhone, but trails the better carriers in almost all respects."

Sprint was last place, receiving the dubious honor of being in the "bottom ranks of carriers we rate." [Consumer Reports]

If you want this, you'll have to fork over another $1.99 a month, which is quite small compared with the $27.5 billion Alltel itself just sold itself to a private group for. But if you're not on Alltel, apparently some other phones like the Samsung Upstage also have this feature. And Treos have an optional download for it too. – Jason Chen

Product Page [Alltel]

Image courtesy blinman

As fans of the hallowed Frog Design (or, if you prefer the k.d. lang version, "frog design") we were stoked to hear that Alltel used them to design the user interface for the music store. Frog had previously designed a "cell top" interface for an Alltel-powered Samsung u520. Now it seems it's extending that aesthetic to the desktop, as you can see above.

Design cred aside, the Jump Music software is cool because it provides a storefront to eMusic, the DRM-free music store that reminds us every so often that it is second only to iTunes in downloaded songs. (And you get 35 free tracks for joining, as opposed to eMusic's customary 25 free tracks.)

The software will manage your existing MP3s, and allow you to sort and transfer tracks to phones including the LG AX8600, MOTOKRZR K1m, MOTORAZR V3m, The Wafer by Samsung and the aforementioned u520. It doesn't look comprehensive enough to be some kind of full replacement for iTunes (or, for that matter, Windows Media Player or any other manager you prefer). And yes, I know that every carrier and most handset makers have some sort of PC client software, generally designed to keep you from easily putting anything you want on the phone.

But somehow this feels different—like there's an independent spirit alive in this particular marketing scheme. Am I wrong or right? Well, Alltel says it has 12 million members. If one of you is reading this, please download the software, futz around with it, and report back. Worse thing that happens is that you get stuck with 35 free MP3s and a quick uninstall. – Wilson Rothman

Alltel Wireless launches Jump Music

Free, easy-to-use software helps customers transform wireless phones into mobile music players

LITTLE ROCK, Ark.—Alltel Wireless, America's largest network, today launched Jump Music, a free and easy-to-use software that enables customers to transfer compatible music files from personal computers to their wireless phones.

The PC-based Jump Music application gives Alltel Wireless customers greater control over their mobile music experience, empowering them to find, manage and easily transfer music files with the simple click of a button.

"For those who have been waiting for an easy way for customers to put music on their phones—Jump Music is it," said Wade McGill, senior vice president of wireless products for Alltel. "Jump Music makes it incredibly simple for our customers to take their music with them anywhere they go, and it demonstrates our commitment to providing customers choice and control over their wireless experience."

Jump Music, developed by strategic-creative consultancy frog design, is available for download at www.alltel.com/jumpmusic. The site features a user-friendly interface and enables customers to easily navigate to eMusic—one of the world's largest online music stores—where they can purchase additional music from eMusic's vast catalog of more than 2.5 million tracks in the DRM-free MP3 format. New Jump Music users will also enjoy a special introductory offer of 35 free eMusic tracks.

Jump Music is initially compatible with five Alltel phones: the LG AX8600, MOTOKRZR K1m and MOTORAZR V3m, and the Samsung u520 as well as The Wafer by Samsung.

Jump Music Accessory Kits, featuring a 256 MB memory card, USB cable and a stereo headset, are available at Alltel Wireless retail stores or online at www.shopalltel.com for just $49.99.

Alltel Wireless offers exclusive features including "My Circle," allowing customers to choose who they call for free—any 10 numbers, any network; Anytime Plan Changes, giving customers the flexibility to change their rate plan any time, without extending their contract; and Celltop, a patent-pending technology that offers customers an easier way to access, manage and organize a wide range of information already available on their phones.

Alltel (NYSE: AT) is owner and operator of the nation's largest wireless network and has 12 million customers. For more information about Alltel, please visit www.alltel.com.

Download link [Alltel]

Elsewhere, it has a 1.3-megapixel camera, weighs 2.7 oz., and will cost you $49 after a $50 mail-in rebate. It qualifies for Alltel's My Circle as well, which is their all you can call for free plan. A nice, anorexic addition to the Alltel lineup without any of the associated health problems. – Jason Chen

Alltel

The Alltell versions are the same as the one on Verizon, featuring the same lousy electrostatic keys on the outside. On the whole, we're not big fans of keys like these because they just don't work very well, but they do look nice. But you know what they say, Alltell customers, beggers (we're talking about you) can't be choosers. – Jason Chen

Alltel launches glossy colorful LG AX8600 [Phonearena via Mobile Mag]

Some interesting tidbits: Cingular lets you upgrade a phone halfway through your plan if you're paying more than $75 a month, T-Mobile reps give away free accessories, and it's never a good idea to get a 2-year contract. Remember, use this information for good, not evil. Working as a sales rep is just as bad as your office job, except they have to deal with more people. – Jason Chen

Confessions [Consumerist]

Verizon to Become Largest National Carrier by Swallowing Alltel [MobileMag]

The response time is pretty decent for a cellphone, and the graphics are actually quite good. As you can see in the video, each cell takes up half the screen until you maximize it. The widgets there are good for a launch product—sports scores, weather, stock, call list—but should get much better as people develop new ones for it. Since it's open source, you can bet they'll be coming soon. So far our verdict is a positive one. – Jason Chen

Product Page [MyCellTop]

Celltop

Every morning as I approach my workspace on 14th Street, I'm assaulted by two very different sensory experiences. The first is the whiff of stale urine outside a certain construction site, where nightly Mad Dog throwdowns seem to occur. The second is the hollering of a tout who spends eight straight hours piping, "Free Sprint phones! Free T-Mobile phones!" She's out there rain or shine, handing out flyers for a nearby cellphone depot. So piercing is her scream that I've started hearing it in my dreams.

But don't get me wrong, I admire the lady bigtime—not just for her Teutonic work ethic, but for advancing the cause, however slightly, of handset enticements. You see, wireless providers seem to think there's only two ways of getting your business: coverage (hence those now-stale "Can you hear me now?" Verizon ads) and plans (hence that really annoying T-Mobile ad with the two long-haired stoners, their dads, and a loudspeaker that blares "Overage! Overage!"). But neither of these is really the way to a cheapskate's heart—and, by extension, his wallet. We're the sorts who prefer a dollar today to a buck fifty two years down the line, and so what we look for is this, and this alone: what sort of free cell do I get for signing up? After the jump, a rundown of what America's wireless providers are giving away at present, as a means to deciding which company really, truly loves us low-enders.

Verizon Wireless The fact that Verizon thinks they can hook you with coverage promises really shows in their lineup of freebies. The chunky CDM-180, manufactured by Audiovox, is the most expensive handset they're willing to part with; it's marked down from $69.99 if you'll do a two-year contract. It's a relatively ancient product, actually, having been launched at the 2005 CES—a fact that Verizon conveniently fails to mention on its hype sheet. It's also strange that they flog the CDM-180's wide screen as perfect for "playing games and browsing the web." Um, Verizon? If I'm signing up for the cheapest possible phone, that probably means I'm not likely to fork over for a data plan, too. Better bet: the PN-210, from our "friends" at Pantech. It's drab and featureless, for sure, but at least it's lightweight.

Cingular "Raising the bar"? Boy, do ad slogans ever lie. The sole free flip phone in Cingular's lineup (again requiring a two-year contract—the rule of thumb from here on in) is the LG C2000. I can tell you from experience that this year-old phone has a ghastly camera, as well as middling talk time. If you must have Bluetooth, then you can opt for the Motorola L2, which lacks a lid. Strangely, I've also read that the L2 was priced in the $175 range when it debuted last August. I wonder if its quick descent into low-end land tells you something about it's quality.

Sprint Lord knows I'm no fan of Sprint, which I ditched many moons ago after growing weary of asking myself, "How the hell can I be roaming in my kitchen?" I'm definitely not the only person who's down on the house the Cleyson Leroy Brown built; I heard the emcee at the Apollo Theater's Amateur Night make a similar joke a few months back, and the audience went absolutely buck nuts in agreement. So how do you repair your image? Why, by offering a pretty decent assortment of freebies. The nicest stuff here is by Samsung, particularly the A640. What's incredible about the A640 deal is that it's such a new handset, having only been released this past July. The fact that they're handing this out to new recruits isn't exactly a sign that you should start buying Sprint stock, but a company's misery is often a miser's gain, eh?

T-Mobile The way I feel about T-Mobile is the same way I feel about TBS and TNT—solid, but not apt to wow (though I do enjoy those Family Guy reruns on TBS, I'll admit). T-Mobile's lineup of entry-level handsets is about what you'd expect from such a company, with the best attraction being the year-old Motorola V360. It's a serviceable phone, I guess, and I definitely appreciate them not saddling with you a 65,000-color screen like some tightfisted providers. But my ultimate reaction is along the lines of "meh". (On the other hand, note that the ad on the Mobiledia review promos a deal that'll net you a profit of $50 in exchange for your two-year agreement—how come the wireless providers themselves never advertise such deals on their sites?)

Alltel I have no idea what to think about this Johnny-come-lately, at least judging by their handset deals. No true freebies here, but they do have two so-so models available for nominal fees: the Kyocera Candid KX16 for 99 cents, and the LG AX4270 at two-for-a-dollar. The LG offer seems especially tasty at first glance, though the handset's spec sheet is decrepit—a listed talk time of 168 minutes probably means you'll get an eighth of that within a few months, if you're lucky. But what I'm really conflicted about is whether the nominal-fee scheme is ingenious marketing, or some sort of total dick move. I'm actually looking into writing an upcoming column on the psychology of various promotional tactics, so stay tuned.

The Bottom Line I never thought I'd say this, but...Sprint wins! Sprint wins! They're definitely layin' it all on the line, in terms of putting passable cellphones in the hands of new cheapskate subscribers. But, as noted above, the abysmal service the company offers should soon end the honeymoon. Which makes me wonder—is there some sort of axiom we can take away from this? Does the appeal of a wireless providers' entry-level handsets increase in direct proportion to how awful their service is? If that turns out to be the case, let's totally call it the Low End Theory Rule #2; Low End Theory Rule #1, of course, is never buy a $100 Powerbook from an eBay seller who lists his e-mail address as hdrhghgfhgh@yahoo.com.cn.

Brendan I. Koerner is a contributing editor at Wired and a columnist for both The New York Times and Slate. His Low End Theory column appears every Thursday on Gizmodo.

Read more Low End Theory

Now you guys get The MOTOKRZR, Motorola's followup to the RAZR, which will be available in your Alltel stores starting October 5. Now you can't say we never do anything for you guys. – Jason Chen

Press Release [Alltel]

FasTap Video Diary [Phonescoop]

XM Satellite Radio Teams Up With Alltel [Orbitcast]

Other than the FasTap keypad, this phone is pretty average: VGA camera, OLED display, Bluetooth, etc. The LG AX-490 will be available this Thursday through Alltel. – Travis Hudson

Alltel to Launch First FasTap Phone in U.S. [PhoneScoop]

Available for $59 after $110 rebate. – Jason Chen

Press Release [Business Wire]

The LG AX355 is a CDMA/AMPS phone with internal color screen and an exterior gray screen. It includes a 1.3 megapixel camera with flash, Bluetooth, Touch2Talk and even supports CDMA 1xRTT Data service. Not too bad of a phone, and not too bad of a price. $70 with a two-year contract. I have since moved on from Alltel, but every once in a while with the help of news like this it helps me recall the great memories once had. – Travis Hudson

Product Page [Via Phone Arena]