Sullivan & Cromwell; Jenner & Block; Cleary Advise on AT&T Acquisition
In an all-cash deal worth $780 million, AT&T Inc. said it will buy Atlantic Tele-Network Inc.'s domestic retail wireless business, which is operated under the brand name Alltel by subsidiary Allied Wireless Communications Corporation. AT&T will gain 585,000 subscribers and wireless properties, including licenses, network assets and retail stores.
Allied serves rural areas across Georgia, Idaho, Illinois, Ohio, North Carolina and South Carolina. The Little Rock, Ark.-based company generated $350 million in revenue for the first nine months of 2012.
"Alltel's customers will benefit from access to a nationwide 4G network, a larger device selection, additional retail locations and a broader range of product offerings," Allied CEO Michael Prior said in statement.
With the acquisition, AT&T will broaden its geographic reach and improve its wireless coverage in rural areas. It also will get a wireless spectrum to enhance its existing network, the Dallas-based communications giant said in a statement.
Meanwhile, Allied said it will use the after-tax proceeds from the sale to acquire new properties, reduce outstanding debt, invest in existing lines of business and deliver returns to shareholders through dividends.
The deal is subject to approval by the U.S. Justice Department and Federal Communications Commission. The firms said they expect to close the deal in the second half of this year.
Sullivan & Cromwell advised AT&T on the purchase, while Atlantic Tele-Network turned to Cleary Gottlieb Steen & Hamilton and Jenner & Block.
Sullivan & Cromwell mergers and acquisitions partners Eric Krautheimer in Los Angeles and Krishna Veeraraghavan in New York led the AT&T team. Other New York lawyers were tax partner Andrew Mason; executive compensation and benefits partner Matthew Friestedt; tax special counsel David Passey; and executive compensation and benefits special counsel Henrik Patel. M&A associates Nicholas Snow in Los Angeles and Vanessa Pon in Palo Alto, Calif., assisted.
AT&T's general counsel is D. Wayne Watts.
Atlantic Tele-Network's Cleary Gottlieb team in New York was comprised of partner William Groll and associates Joseph Lanzkron and Robert Manzanares, corporate; partner Arthur Kohn and associates Helen Skinner and Liliane Diaba, employee benefits; partner James Duncan and associate Daniel Pilarski, tax; and partner Leonard Jacoby and associate Megan Prunella, intellectual property. Assisting from Washington, D.C., were David Gelfand and associates Elaine Ewing and Ryan Davis, antitrust; along with counsel W. Richard Bidstrup, environmental.
From Jenner & Block, communications partners Samuel Feder and John Flynn worked on the deal, along with litigation associates Micah Cogen and David Didion. They are all in Washington.