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Big Deals: Valor Communications Group



Alltel Corporation is going all wireless. The telecommunications company announced on December 9 that it would spin off its rural landline business, which will merge with Valor Communications Group, Inc., in a deal worth $9.1 billion. Alltel shareholders will hold 85 percent of the equity in the expanded Valor, and will receive 1.05 Valor shares for each Alltel share. Alltel will focus on its wireless business after the spin-off.

The deal was the last major transaction of 2005 for both companies. Valor went public in February, and Alltel closed its acquisition of Western Wireless Corporation in August. Alltel also announced on November 18 that it would pay $1 billion for Midwest Wireless Holdings.

The companies hope to close the deal in the middle of 2006, pending approval from Valor shareholders. New York buyout firms Welsh, Carson, Anderson & Stowe, which owns a 28 percent stake in Valor, and Vestar Capital Partners, which has a 13 percent stake, have agreed to vote their shares for the deal. Government regulators also have to sign off on the transaction.

For acquirer Alltel Corporation (Little Rock)

In-house: General counsel Francis "Skip" Frantz and vice president corporate governance and compliance Holly Larkin. Frantz will be the chairman of the board of directors of the landline company.

Skadden, Arps, Slate, Meagher & Flom: M&A: Robert Pincus and associates Faiz Ahmad, Steven Daniels, and Stephen Sypherd. Corporate finance: Stacy Kanter and counsel Michael Zeidel. Tax: J. Phillip Adams and counsel Pamela Lawrence Endreny. (The M&A lawyers are in Wilmington; everyone else is in New York.) Skadden has represented Alltel on major transactions for several years and worked on the Western Wireless deal. The firm also represented the company on its $5.8 billion acquisition of 360 Communications Co. in 1998, and in its 2001 bid for CenturyTel Inc., an offer that resulted in Alltel's acquisition of CenturyTel Inc.'s wireless unit for $1.7 billion.

Kutak Rock: John Fletcher and associate Daniel Heard. (Both are in Little Rock.) The firm represented Alltel on the Midwest Wireless deal and on a 2002 acquisition of CenturyTel Inc.'s wireless unit for $1.7 billion. At press time Fletcher was slated to become the new general counsel of the new Alltel/Valor landline unit in mid-February.

Thompson Hine: Employee benefits and executive compensation: Timothy Brown, J. Shane Starkey, and of counsel Brian Gaj. Labor: William Moul. (Brown and Starkey are in Cincinnati, Gaj is in Cleveland, and Moul is in Columbus.) Skip Frantz was a partner at Thompson, Hine before joining Alltel in 1990 as general counsel. Thompson has been doing the compensation, benefits, and labor work for the company since then.

For target Valor Communications Group, Inc. (Irving, Texas)

In-house: Chief legal officer William Ojile and associate general counsel and director of law Cynthia Ayers.

Kirkland & Ellis: Corporate: Joshua Korff, Michael Movsovich, Christopher Neumann, and associates Andy Goldman, Christine Padlan, and Sorin Siddiqui. Tax: Greer Phillips and associates Katherine Dubin and Sara Zablotney. Real estate: Jennifer Morgan and associate Mukang Cho. Employee benefits: Alexandra Mihalas and associate Matthew Antinossi. Environmental: Brian Land. Labor: Timothy Stephenson. Intellectual property: associate Kevin Rothman. (All are in New York except for Mihalas and Antinossi, who are in Chicago, and Land and Stephenson, who are in Washington, D.C.) Korff led the Kirkland team that represented Valor on its IPO.

Richards, Layton & Finger: William Haubert. (He is in Wilmington.) Haubert was tapped for Delaware law advice by Kirkland, which has worked with him on other deals.