Verizon takes steps to spin-off its yellow pages business

Vonage Holdings IPO is troubled

NTL to buy Virgin Mobile

Verizon sells foreign businesses to Carlos Slim for $3.7B

AT&T to acquire BellSouth for $67B in stock

Sprint Nextel closes acquisition of Alamosa

Nextel Partners purchase price settled 

Consortium buys TDC A/S (largest Danish telecom)

Sprint Nextel to buy Alamosa wireless affiliate for $3.4B

Alltel to buy Midwest Wireless for $1B

SBC closes acquisition of AT&T

FCC approves SBC - AT&T / Verizon - MCI

Level 3 buys WilTel from Leucadia

Paetec (CLEC) pulls IPO  

Sprint-Nextel close their merger of equals

Sprint closes acquisition of its US Unwired affiliate

American Tower - SpectraSite merger closes

Sprint/Nextel affiliates attack merger of equals

American Tower files Form S-4 for SpectraSite acquisition

BellSouth to sell stake in Cellcom

Vonage gets $200 million in venture financing

MCI accepts an increased bid from Verizon;
Rejects higher Qwest bid for fourth time

Yahoo! News Feed

Telephony (Online magazine)

AT&T to acquire BellSouth for $67B in stock

• Largest M&A deal since AOL-Time Warner 2000

• One of the largest-ever US M&A deals
• Follows SBC's acquiring AT&T and assuming its name

• Combines owners of Cingular wireless joint venture

• AT&T plans to create a fully integrated wireless and wireline Internet Protocol network
• Expect deal synergies with NPV of $18B
• Including from cutting 10,000 jobs (3%)

• FCC Chairman's statement 3.06.06
• Shareholder meetings scheduled for July 21

Deal terms

Advisors

Announced 3.06.06

Proxy solicitation

Agreements

Employees

Interim communications

VOIP telephone company goes public

• $531mm IPO values company at $2.6B

• How Vonage VOIP works
• Industry overview
• Principal stockholders

• Final prospectus
• Shares fall 13% in first day trading

• News items:

• Directed share program for customers becomes an issue

Underwriters - Advisors

SEC filings

Select filed agreements

Announced 4.04.06

• Press release
• Form 8-K
• Offer summary
• Slide presentation
• City Code notice
• Virgin Mobile profile

Verizon sells Caribbean and Latin American interests

• To companies controlled by Carlos Slim

• Telmex and Amrica Mvil

• In three transactions valued at $3.7B

• Dominican Republic (100% interest)
• Puerto Rico (52% interest)
• Venezuela (28.5% interest)

• In 2005 Slim sold his 13.4% MCI stake to Verizon in a side deal that helped Verizon beat competing Qwest offer
• Verizon says it will use proceeds to buy back shares
  and reduce its debt

Announced 4.03.06

• Verizon press release
• Telmex - America Movil press release
• Schedule 13D amendment

Agreements

• Stock purchase agreement

Sprint Nextel to buy Nextel affiliate

• Purchase required by terms of Nextel Partners charter

• Following Oct 2005 NXTP shareholder vote
• Following Aug 2005 Sprint - Nextel merger

• Required appraisal

• Morgan Stanley valued NXTP at $9.6B, $29.75 per share
• Lazard valued NXTP at $8.8B, $27.25 per share

• Set as average, given that appraisals were within 10%

• $28.50 per share
• NXTP stock chart

Announced 12.20.05

• Press release
• Form 8-K
• Settlement agreement

US$12 billion buyout of largest Danish telecom

• Largest ever European LBO

• Fully committed financing from five major banks
• Includes tender offer for US ADRs

• Buyout consortium

• Apax Partners
• Blackstone Group
• KKR
• Permira Advisers
• Providence Equity Partners

Announced 11.30.05

• Press release
• Slide presentation
• Announcement
• Form 6-K

Schedule TO filings

Schedule 14D-9 filings

Sprint Nextel buys largest Sprint wireless affiliate

• $18.75 per share

• $3.4 billion total; $4.3 billion including debt

• Acquisition settles litigation over exclusivity covenants

• Which were complicated by Sprint's merger with Nextel and Alamosa's acquisition of AirGate

• Shareholder lawsuit filed 12.02.05

Advisors

Announced 11.21.05

Closed 2.01.06

Proxy solicitation

Agreements

Interim communications

Continues consolidation in wireless industry

Announced 11.18.05

• Press release
• Form 8-K

Advisors

• Alltel: Stephens / Merrill Lynch / Kutak Rock
• Midwest:  Bear Stearns / Greene Holcomb / Leonard Street

Level 3 buys fiber-optic network company

• Sold by Leucadia National

Announced 10.31.05

• Press release
• Level 3 Form 8-K
• Leucadia Form 8-K

Closed 1.11.06

• Press release

Agreements

• Purchase agreement
• Registration rights agreement

Advisors

• Leucadia: Weil Gotshal
• Level 3: JP Morgan / Evercore / Willkie Farr

SEC filings

• Form S-3 12.27.05

Sprint to buy wireless affiliate for $1.3 billion

• Two-step cash tender offer at $6.25 per share
• Assumption of $266 million in debt
• Background

Settles challenge to $71 billion Sprint-Nextel merger

• US Unwired had brought suit in Louisiana 6.21.05
• Over effect that Sprint-Nextel merger would have on
  US Unwired's exclusive sales territory
• Sought to enjoin Sprint-Nextel deal until resolution of suit:

• Complaint 6.21.05
• Motion for preliminary injunction 6.21.05
• Brief 6.21.05

• US Unwired had already brought suit against Sprint
  over its business dealings
• Settlement agreement
• Sale of FCC licenses
• Spectrum lease agreement

Advisors

Announced 7.11.05

Closed 8.12.05

Agreements

Tender Offer

Combines two telecom tower leasing companies

• $3.1 billion deal
• Creates industry leader in telecom tower leasing
• With over 22,600 communications sites
• Background
• American Tower stock chart

Deal terms

Advisors

Announced 5.04.05

Closed 8.08.05

Agreements

Proxy solicitation

Employee matters

SEC_CODE_REF_0090001192884

BellSouth sells 34.75% stake in Cellcom

• Israel-based cellular company
• Buyer already had 25% stake
• Form 8-K
• Share purchase agreement

$16 billion acquisition

• Combines AT&Ts national and global IP-based networks with SBCs local exchange, broadband and wireless assets
• Stock merger with a special cash dividend

• Avoids need for SBC shareholder vote per NYSE Rule 312
• As shares issued are less than 20% of SBC's outstanding

• Background through 5.20.05
• SBC assumes AT&T name

Deal terms

Advisors

Announced 1.30.05

Closed 11.18.05

Agreements

Proxy solicitation

Employment Matters

Interim Communications

$71 billion merger of equals: "Sprint Nextel"

• Sprint's local telecom business will be spun-off
• To focus on wireless and Internet backbone services
• Background through 5.23.05

• Sprint/Nextel affiliates challenge merger:

• US Unwired brings suit in Louisiana 6.23.05
• Nextel Partners to exercise "put" right
  Calls special shareholder meeting 6.23.05
• iPCS sues Sprint over Nextel merger
• Form 8-K 7.15.05
• Complaint
• Forbearance agreement 7.28.05
• Alamosa sues Sprint over Nextel merger
  Press release 8.08.05
  Complaint

• Sprint agrees to buy US Unwired to settle litigation
• Sprint - Nextel shareholders approve merger
• FCC approves merger
• Sprint-Nextel expect to close 8.12.05
• Deal closes 8.12.05
• Sprint Nextel wants appraisal of Nextel Partners

Deal terms

Advisors

Announced 12.15.04

Closed 8.12.05

Agreements

Proxy solicitation