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Aug. 17, 2000

Investor Group Agrees to Acquire Wireless Businesses From Affiliates Of Verizon Communications

Berwyn, PA — An investor group led by J.P. Morgan Capital Corporation, in partnership with Arlington Capital Partners, The Carlyle Group, First Union Capital Partners, Green Leaf Ridge Company, Odyssey Investment Partners, LLC, and an executive management team led by James Akerhielm, today announced that it has entered into definitive agreements to acquire the businesses containing the personal communication services licenses, operations and related assets of the Chicago and Cincinnati Major Trading Areas ("MTA's") from affiliates of Verizon Communications. The acquisition will be consummated through a newly created investment vehicle, BGV PCS Acquisition Company, L.L.C. ("BGV") and will establish BGV as one of the top independent wireless providers in the country.

In total, more than $900 million of equity has been committed to BGV. In addition to the aforementioned investors, Berkshire Partners, LLC, CIVC Partners, LLC, Columbia Capital Partners LLC, III, and Duff, Ackerman, Goodrich & Associates, L.P. have also made significant investments into the entity. This capital, along with committed debt facilities of $1.45 billion arranged by Deutsche Bank Securities, Inc., who also acted as BGV's financial advisor on the transaction, will be used to effect the acquisition, fund an accelerated network capital expenditure plan, and provide capital for future acquisitions of other wireless properties. Green Leaf Ridge Company, a Chicago-based African American private equity firm, acted as special advisor and arranger of the minority capital investment in BGV.

The Chicago and Cincinnati MTA's are ranked the 3rd and 18th most populous markets for wireless service in the United States, respectively, and combined include 20 Basic Trading Areas ("BTA's"). The acquired markets cover a population of more than 16 million and currently provide service to over 400,000 subscribers. Other key markets acquired in the acquisitions include Dayton-Springfield, Ohio, Fort Wayne, Ind., South Bend, Ind., Springfield, Ill., Peoria, Ill., and Rockford, Ill.

These properties were put up for sale to avoid potential cellular overlaps that could have resulted from the formation of Verizon Wireless, the domestic wireless company created through the combination of the former Bell Atlantic, GTE and Vodafone AirTouch U.S. wireless operations. In Chicago, Verizon Wireless continues to operate through the previous GTE Wireless network that operated as Ameritech Cellular. In Cincinnati, Verizon Wireless operates the former AirTouch Cellular system.

This purchase is the first for BGV, which was founded by the investor group, the former management team of Triton Cellular Partners, L.P., a cellular service provider whose operating assets were sold to Rural Cellular Corporation earlier in the year, and FirstCall Telephone Corporation ("FirstCall"), a minority owned and controlled telecommunications company.

James Akerhielm, BGV's president and chief executive officer and the former president and chief executive officer of Triton Cellular Partners, commented: "We are excited to acquire wireless businesses in some of the top markets in the country. In addition, we firmly believe that the talented, committed and experienced employees who are currently operating these markets significantly enhance our opportunity for ongoing success. Finally, the strong financial support we received from our investors will facilitate significant capital investment in our network and will support the addition of new employees as we expand on the current sales and customer care efforts."

Steven R. Bradley, Vice Chairman of BGV and President of FirstCall remarked: "The Bell Atlantic/GTE merger spawned the largest wireless divestiture in the history of telecommunications. It is only appropriate, especially for these major markets, that there is a new entrant competitor with substantial minority involvement. We look forward to bringing the best quality, value and service to our customers."

Matthew Niehaus of J.P. Morgan Capital Corporation, the firm's private equity arm, said: "We are delighted to have another opportunity to partner with Jim Akerhielm and his seasoned executive team in the creation of BGV- J.P. Morgan Capital's largest investment to date in the wireless space. We look forward to building a leading wireless service provider in these initial markets and selectively expanding BGV's geographic presence as opportunities arise." J.P. Morgan Capital, as well as First Union Capital, were investors in Triton Cellular Partners, L.P. up until its sale to Rural Cellular.

Raymond W. Smith, former Chairman and CEO of Bell Atlantic Corporation and a founding partner of Arlington Capital Partners, will be BGV's Chairman. Ray Smith ran Bell Atlantic when it dramatically grew its wireless holdings in the late 1980's and 1990's, which ultimately led to the creation of Verizon Wireless earlier this year in partnership with Vodafone AirTouch plc.

The deal is expected to close in the fall of 2000.

J.P. Morgan Capital Corporation

J.P. Morgan Capital Corporation, a subsidiary of J.P. Morgan & Co. Incorporated, is a leading global private equity investor with investments in more than 150 companies in 23 countries across a range of industries. J.P. Morgan Capital expects to invest approximately $1 billion in 2000. Additional information can be found at www.jpmorgancapital.com.

First Union Capital Partners

With over $3 billion under management, First Union Capital Partners (FUCP) is the private equity investment group funded solely by First Union Corporation, the sixth largest financial institution in the United States. In 1999, FUCP invested over $800 million in equity capital across a spectrum of industries ranging from communications and technology to healthcare and manufacturing. FUCP has consistently had an outstanding investment track record since its founding in 1988. More information on FUCP can be found at www.fucp.com.

Arlington Capital Partners

Arlington Capital Partners is a Washington, D.C. based private equity firm with $450 million in capital focused exclusively on investments in telecommunications, technology and information services companies. Arlington's principals, who possess a unique combination of both operating as well as transaction expertise, include Raymond Smith, former Chairman and CEO of Bell Atlantic Corporation, and Paul Stern, former Chairman and CEO of Nortel Networks. More information on Arlington can be found at www.arlingtoncap.com.

Odyssey Investment Partners

Odyssey Investment Partners is a New York, NY based private equity firm with $760 million of capital under management. Odyssey invests in middle-market companies that are primarily focused on communications, financial services, aerospace and transportation, specialty manufacturing and supply chain management. More information on Odyssey can be found at www.odysseyinvestment.com.

The Carlyle Group

The Carlyle Group is a private global investment firm headquartered in Washington, D.C., which originates, structures and invests in management-led buyouts, strategic private and public equity placements, consolidations, build-ups, and growth capital financings. Since its founding in 1987, The Carlyle Group has invested more than US$4.5 billion of equity in 146 transactions (with an aggregate acquisition value in excess of US$13.9 billion). Currently, the Carlyle Group has more than $10 billion under management. Carlyle's prior telecom investments have included positions in Northpoint Communications, Teligent, Inc., Global Crossing, and Nextel Communications. Additionally, Carlyle's principals include current and former senior managers and directors of major telecommunications companies including MCI Communications, Nortel Networks and Bell Atlantic. Additional information on Carlyle can be found at www.thecarlylegroup.com.

Green Leaf Ridge Company

Additional information on Green Leaf Ridge Company can be found at www.glrc.com.

For more information, please contact:

BGV PCS Acquisition Company
Mark Rupp
610 722 4484
Melissa Miller
610 722 4463

Deutsche Bank
Rohini Pragasam
212 469 4516

Verizon Wireless
Brian Wood
908 306 7901
Jim Gerace
908 306 7508

Press Contact

Patty Walker
CIVC Partners, LP
191 North Wacker Drive
Suite 1100
Chicago, Illinois 60606
Telephone: 312 873 7300
pwalker@civc.com

 
 
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