18th Jan 2007 07:00
Verizon Communications17 January 2007 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 16, 2007 (Date of earliest event reported) VERIZON COMMUNICATIONS INC. (Exact name of registrant as specified in its charter) Delaware 1-8606 23-2259884(State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 140 West Street New York, New York 10007 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (212) 395-1000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended tosimultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions: ( ) Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425) ( ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) ( ) Pre-commencement communications pursuant to Rule 14d-2(b) under the ExchangeAct (17 CFR 240.14d-2(b)) ( ) Pre-commencement communications pursuant to Rule 13e-4(c) under the ExchangeAct (17 CFR 240.13e-4(c)) Item 8.01. Other Events. On January 16, 2007, Verizon Communications Inc. (NYSE:VZ) and FairPointCommunications, Inc. (NYSE: FRP) announced definitive agreements that willresult in Verizon establishing a separate entity for its local exchange andrelated business assets in Maine, New Hampshire and Vermont, spinning off thatnew entity to Verizon's stockholders, and immediately merging it with and intoFairPoint. The transaction includes Verizon's switched and special access linesin the three states, as well as its Internet service, enterprise voice CPE(customer premises equipment) accounts, and long-distance voice and private linecustomer accounts (for customer private lines with beginning and ending pointswithin the three states) that Verizon served in the region before the 2006merger with MCI, Inc. Verizon's Maine, New Hampshire and Vermont propertiesserve approximately 1.5 million access lines, approximately 180,000 DSLcustomers and approximately 600,000 long-distance customers (as of Sept. 30,2006). The transaction does not include the services, offerings or assets ofVerizon Wireless, Verizon Business (former MCI), Federal Network Systems LLC,Verizon Network Integration Corp., Verizon Global Networks Inc., Verizon FederalInc. or any other Verizon businesses in these states. Verizon's local exchange and related business assets in Maine, New Hampshire andVermont will be transferred to entities owned by a newly organized, wholly ownedsubsidiary of Verizon. This new subsidiary will incur $1.7 billion of newlyissued debt and will then be spun off to Verizon's stockholders and immediatelymerged with and into FairPoint. When the merger is completed, the companiesconducting the Maine, New Hampshire and Vermont telephone and related businessoperations will be subsidiaries of FairPoint. Upon the closing of the transaction, Verizon stockholders will own approximately60 percent of the new company and FairPoint stockholders will own approximately40 percent. Verizon Communications will not own any shares in FairPoint afterthe merger. In connection with the merger, Verizon stockholders will receive oneshare of FairPoint stock for approximately every 55 shares of Verizon stock heldas of the record date. Both the spin-off and merger are expected to qualify astax-free transactions, except to the extent that cash is paid to Verizonstockholders in lieu of fractional shares. The total value to be received by Verizon and its stockholders in exchange forthese operations will be approximately $2.715 billion. Verizon stockholders willreceive approximately $1.015 billion of FairPoint common stock in the merger,based upon FairPoint's recent stock price and the terms of the merger agreement.Verizon will receive $1.7 billion in value through a combination of cashdistributions to Verizon and debt securities issued to Verizon prior to thespin-off. Verizon may exchange these newly issued debt securities for certaindebt that was previously issued by Verizon, which would have the effect ofreducing Verizon's then-outstanding debt on its balance sheet. The transaction is targeted to be completed within the next 12 months. Itrequires approval from FairPoint stockholders, certain state and federalregulatory approvals, and satisfaction of other customary closing conditions. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. Verizon Communications Inc. ------------------------ (Registrant) Date: January 16, 2007 /s/ Marianne Drost ------------- ------------------------ Marianne Drost Senior Vice President, Deputy General Counsel and Corporate Secretary This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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