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: September 14, 2020
(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 of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1095 Avenue of the Americas New York, New York | 10036 (Zip Code) | |||
| (Address of principal 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 to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Stock, par value $0.10 | VZ | New York Stock Exchange | ||
| Common Stock, par value $0.10 | VZ | The NASDAQ Global Select Market | ||
| 1.625% Notes due 2024 | VZ24B | New York Stock Exchange | ||
| 4.073% Notes due 2024 | VZ24C | New York Stock Exchange | ||
| 0.875% Notes due 2025 | VZ25 | New York Stock Exchange | ||
| 3.250% Notes due 2026 | VZ26 | New York Stock Exchange | ||
| 1.375% Notes due 2026 | VZ26B | New York Stock Exchange | ||
| 0.875% Notes due 2027 | VZ27E | New York Stock Exchange | ||
| 1.375% Notes due 2028 | VZ28 | New York Stock Exchange | ||
| 1.875% Notes due 2029 | VZ29B | New York Stock Exchange | ||
| 1.250% Notes due 2030 | VZ30 | New York Stock Exchange | ||
| 1.875% Notes due 2030 | VZ30A | New York Stock Exchange | ||
| 2.625% Notes due 2031 | VZ31 | New York Stock Exchange | ||
| 2.500% Notes due 2031 | VZ31A | New York Stock Exchange | ||
| 0.875% Notes due 2032 | VZ32 | New York Stock Exchange | ||
| 1.300% Notes due 2033 | VZ33B | New York Stock Exchange | ||
| 4.750% Notes due 2034 | VZ34 | New York Stock Exchange | ||
| 3.125% Notes due 2035 | VZ35 | New York Stock Exchange | ||
| 3.375% Notes due 2036 | VZ36A | New York Stock Exchange | ||
| 2.875% Notes due 2038 | VZ38B | New York Stock Exchange | ||
| 1.500% Notes due 2039 | VZ39C | New York Stock Exchange | ||
| 3.500% Fixed Notes due 2039 | VZ39D | New York Stock Exchange | ||
| 1.850% Notes due 2040 | VZ40 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated by reference herein is a press release dated September 14, 2020 issued by Verizon Communications Inc. (“Verizon”).
The information provided pursuant to this Item 7.01 is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent set forth by specific reference in any such filing.
Item 8.01. Other Events.
On September 13, 2020, Verizon entered into a stock purchase agreement (the “Purchase Agreement”) with América Móvil, S.A.B. de C.V., a Sociedad Anónima Bursátil de Capital Variable organized under the laws of Mexico, to acquire TracFone Wireless, Inc., a Delaware corporation (“TracFone”). Pursuant to the Purchase Agreement, upon the terms and subject to the conditions thereof, Verizon will acquire all of the stock of TracFone for $3.125 billion in cash and $3.125 billion in shares of Verizon common stock, subject to customary adjustments (the “Transaction”). The number of shares issued will be based on an average trading price determined as of the closing date, subject to a symmetrical 10% collar mechanism (based on a reference trading price determined as of the signing date), which provides that the minimum number of shares issuable is 47,124,445 shares and the maximum number of shares issuable is 57,596,544. The Purchase Agreement also includes up to an additional $650 million in future cash consideration related to the achievement of certain performance measures and other commercial arrangements.
The Transaction is subject to customary regulatory approvals and closing conditions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
| Description
| |
99.1 | Verizon Communications Inc. Press Release, dated September 14, 2020. | |
104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VERIZON COMMUNICATIONS INC.
| ||||
| Date:September 14, 2020 | By | /s/ William L. Horton, Jr. | ||
| William L. Horton, Jr. | ||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | ||||
