On January 9, 2009, Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless ("Verizon Wireless"), borrowed $12.35 billion under the Credit Agreement, dated as of December 19, 2008, among Verizon Wireless, Verizon Wireless Capital LLC, as co-borrower, Bank of America, N.A., as administrative agent, and the lenders named therein, a copy of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference. The funds obtained from such borrowing were used to fund certain payments made by Verizon Wireless and its affiliates in connection with the transaction described in Item 8.01 below.

On January 9, 2009, Verizon Wireless completed its acquisition of Alltel Corporation, a Delaware corporation (the "Company"), pursuant to the Agreement and Plan of Merger, dated as of June 5, 2008, among Verizon Wireless, AirTouch Cellular, a California corporation doing business as Verizon Wireless, Abraham Merger Corporation, a Delaware corporation, the Company and Atlantis Holdings LLC, a Delaware limited liability company, a copy of which is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

A copy of a related press release issued by Verizon Wireless is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.      Description

   99.1          Press Release, dated January 9, 2009.

   99.2          Credit Agreement, dated as of December 19, 2008, among Verizon
                 Wireless and Verizon Wireless Capital LLC, as co-borrowers, Bank
                 of America, N.A., as administrative agent, and lenders named
                 therein (Incorporated by reference to Exhibit 99 to the
                 Registrant's Form 8-K filed on December 29, 2008).

   99.3          Agreement and Plan of Merger, dated as of June 5, 2008, among
                 Cellco Partnership, AirTouch Cellular, Abraham Merger Corporation,
                 Alltel Corporation and Atlantis Holdings, LLC (Incorporated by
                 reference to Exhibit 99.1 to the Registrant's Form 8-K filed on
                 June 11, 2008).