8-KAcquisitions & DispositionsExhibits & Filings

VERIZON COMMUNICATIONS INC 8-K Report, Acquisition Completed (Jan 12, 2006)

Filed January 12, 2006For Securities:VZ

Summary

Verizon Communications Inc. (VZ) has filed a Form 8-K to report the completion of its merger with MCI, Inc., which officially closed on January 6, 2006. This significant event, originally agreed upon in February 2005, marks the integration of MCI into Verizon's operations. The merger involved MCI stockholders receiving a combination of Verizon common stock and a cash payment, with Verizon electing to make a supplemental cash payment to ensure the total consideration per MCI share met a minimum threshold of $20.40. This acquisition is a pivotal development for Verizon, likely aimed at expanding its market presence, service offerings, and customer base, particularly in the long-distance and enterprise sectors where MCI held a strong position. Investors should anticipate subsequent filings that will detail the financial impact, including any potential synergies, integration costs, and the combined entity's future strategic direction.

Key Highlights

  • 1Verizon Communications Inc. has officially completed the merger with MCI, Inc. on January 6, 2006.
  • 2The merger involved MCI stockholders receiving Verizon common stock and a cash payment.
  • 3Verizon provided a supplemental cash payment to ensure MCI stockholders received at least $20.40 per share.
  • 4Eli Acquisition, LLC, a wholly-owned subsidiary of Verizon, served as the surviving entity in the merger.
  • 5The merger agreement had been amended multiple times between February 2005 and May 2005.
  • 6The filing indicates that no additional financial statements or pro forma information will be required upon Verizon's filing of its full 2005 financial statements.

Frequently Asked Questions

This 8-K filing announces the material event of Verizon Communications Inc. completing its acquisition of MCI, Inc. through a merger.

MCI shareholders received a combination of Verizon common stock and a cash payment for each MCI share they owned. Verizon also elected to make a supplemental cash payment to ensure the total merger consideration per MCI share was at least $20.40.

The original Agreement and Plan of Merger was dated February 14, 2005. It was subsequently amended on March 4, March 29, and May 1, 2005, before the completion of the merger.

Based on the filing, Verizon expects that no additional financial statements or pro forma information will be required by Item 9.01 once Verizon files its complete 2005 financial statements, which are anticipated within 71 days of this report.