8-KAcquisitions & DispositionsMaterial AgreementsExhibits & Filings

VERIZON COMMUNICATIONS INC 8-K Report, Agreement Terminated (Feb 21, 2014)

Filed February 21, 2014For Securities:VZ

Summary

This Form 8-K filing by Verizon Communications Inc. (VZ) on February 21, 2014, reports the significant completion of its acquisition of Vodafone Group Plc's indirect 45% interest in Cellco Partnership d/b/a Verizon Wireless. This transaction effectively consolidates full ownership of Verizon Wireless under Verizon Communications. The deal involved a substantial total consideration package, including approximately $58.9 billion in cash, over 1.27 billion shares of Verizon common stock, $5.0 billion in senior unsecured notes, the sale of Verizon's interest in Vodafone Omnitel N.V. valued at $3.5 billion, and other considerations. The acquisition was financed through capital markets transactions and a $6.6 billion term loan. As a result of this transaction, Verizon has terminated the prior Alliance Agreement and Investment Agreement with Vodafone that governed their joint venture.

Key Highlights

  • 1Verizon Communications has successfully completed the acquisition of Vodafone's 45% stake in Verizon Wireless.
  • 2This transaction results in Verizon Communications gaining full, 100% ownership of Verizon Wireless.
  • 3The total consideration for the acquisition is substantial, encompassing cash, stock issuance, debt issuance, and asset sales.
  • 4Approximately $58.9 billion in cash was paid to Vodafone.
  • 5Verizon issued approximately 1.27 billion shares of its common stock as part of the deal.
  • 6The company also issued $5.0 billion in senior unsecured notes.
  • 7The prior joint venture agreements (Alliance Agreement and Investment Agreement) between Verizon and Vodafone related to Verizon Wireless have been terminated.

Frequently Asked Questions

The main event is the completion of Verizon Communications' acquisition of Vodafone Group Plc's indirect 45% interest in Verizon Wireless, leading to Verizon Communications owning 100% of its wireless operations.

Verizon paid approximately $58.9 billion in cash, issued 1,274,764,121 shares of its common stock, issued $5.0 billion in senior unsecured notes, sold its 23.1% interest in Vodafone Omnitel N.V. (valued at $3.5 billion), and provided other consideration of approximately $2.5 billion.

The acquisition was financed using proceeds from capital markets transactions in September 2013 and February 2014, along with $6.6 billion borrowed under Verizon's Term Loan Credit Agreement on February 21, 2014.

The U.S. Wireless Alliance Agreement and the Investment Agreement between Verizon and Vodafone, which governed their joint venture, have been terminated as of February 21, 2014.