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.