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VERIZON COMMUNICATIONS INC 8-K Report, Material Agreement (May 13, 2009)

Filed May 13, 2009For Securities:VZ

Summary

Verizon Communications Inc. (VZ) filed an 8-K on May 13, 2009, announcing a significant agreement to divest its local exchange and related business assets in predominantly rural areas across 14 states to Frontier Communications Corporation (Frontier). This strategic move involves transferring the "West Area" business, which includes approximately 4.8 million local access lines and 1.0 million high-speed data customers, excluding its wireless and Verizon Business operations. The transaction is structured as a spin-off of a Verizon subsidiary (Spinco) to Verizon stockholders, followed by an immediate merger with Frontier. Upon completion, Verizon stockholders are expected to receive approximately 68% of the combined entity (Frontier), with Verizon itself retaining no ownership. The total value Verizon anticipates receiving is approximately $8.6 billion, comprising cash distributions, debt securities, and the value of Frontier stock distributed to its shareholders. This divestiture aims to streamline Verizon's operations and focus on its core growth areas.

Key Highlights

  • 1Verizon to sell its West Area local exchange and related business assets to Frontier Communications.
  • 2The divested assets serve approximately 4.8 million local access lines and 1.0 million high-speed data customers across 14 states.
  • 3The transaction will be structured as a spin-off of a Verizon subsidiary followed by a merger with Frontier.
  • 4Verizon stockholders are expected to receive approximately 68% of Frontier post-merger.
  • 5Verizon anticipates receiving approximately $8.6 billion in total value from the transaction.
  • 6The deal excludes Verizon Wireless, Verizon Business, and other non-local exchange operations.
  • 7The transaction is subject to customary closing conditions, including regulatory approvals and Frontier's stockholder approval.

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