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June 5, 2008 2:22 PM

Wachtell, Debevoise, Cleary Gottlieb, and Ropes & Gray Advising on Verizon Wireless-Alltel Merger

Posted by Brian Baxter

Verizon Wireless announced today that it would acquire Alltel Corporation for $28.1 billion. The deal will help Basking Ridge, N.J.-based Verizon Wireless become the largest mobile phone network in the U.S. Verizon Wireless will pay about $5.9 billion in cash and take on $22.2 billion in debt to acquire Little Rock-based Alltel.

Verizon's bid is roughly $600 million more than what TPG Capital and GS Capital Partners, a private equity unit of The Goldman Sachs Group, paid last year to take Alltel private in a $27.5 billion LBO. Wachtell, Lipton, Rosen & Katz represented Alltel on that deal and was called upon again to represent the company in its sale to Verizon Wireless.

Star dealmaker Edward Herlihy, the cochair of Wachtell's executive committee, led a 14-lawyer Wachtell team for Alltel. M&A partners Steven Rosenblum, Stephanie Seligman, and Lawrence Makow, antitrust partner Ilene Gotts, employee benefits partner Jeremy Goldstein, restructuring and finance partner Eric Rosof, tax partners T. Eiko Stange and Joshua Holmes, and associates DongJu Song, Andrew Woolf, Stephen Francis, Joshua Feltman, and Jason Oh comprised Wachtell's transaction team.

Verizon Wireless was represented by a team from Debevoise & Plimpton, led by Jeffrey Rosen, the cochair of Debevoise's M&A group. In April 2007 The American Lawyer named Rosen a Dealmaker of the Year for his work on the largest private land sale in U.S. history, International Paper Company's $6.6 billion sale of 5.7 million acres of timberland to an investor group. Assisting Rosen were David Brittenham, the chair of Debevoise's leveraged finance group, and Lawrence Cagney, the chair of the firm's employee benefits practice. Tax partner Peter Furci, M&A partner William Regner, and associates Claire Choi, Michael Diz, David Lutz, Julianna Mather, William Mulvey, Christine O'Reilly, Eva Subotnik, Ashkan Tehrani, and David Wicklund rounded out the Debevoise deal team.

Cleary Gottlieb Steen & Hamilton and Ropes & Gray represented Atlantis Holdings LLC, the private equity affiliate of TPG and GS Capital that acquired Alltel last year, on the sale to Verizon Wireless. Both firms have done work for TPG and Goldman Sachs in the past--Cleary represented TPG on the Alltel LBO--and were tapped again on the latest transaction.

M&A partners Paul Shim, Benet O'Reilly, and Duane McLaughlin, investment funds partner Michael Gerstenzang, finance partner Margaret "Meme" Peponis, tax partner Jason Factor, employee benefits partner Arthur Kohn, and associates Gregory Pomerantz, Mario Mendolaro, Neil Markel, and Xiang "Pearl" Yuan advised the private equity group for Cleary. The American Lawyer named Shim a Dealmaker of the Year in April 2004 for his work on Bank of America's $47 billion acquisition of FleetBoston.

Ropes & Gray partners Byung Choi, Sunil Savkar, Christopher Leich, Craig Marcus, and associate Elisabeth de Fontenay advised the private equity group on finance matters. Like Cleary, the firm has a longstanding relationship with both companies, particularly TPG, having represented the Fort Worth-based firm earlier this year on its $1.3 billion acquisition of Canadian pharmaceutical company Axcan.

The Alltel acquisition, which is expected to close before the end of the year, would enable Verizon Wireless to overtake AT&T Mobility as the largest U.S. wireless carrier.

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