June 22, 2005
Marianne Drost, Esq.
Senior Vice President, Deputy General
Counsel and Corporate Secretary
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Re: Verizon Communications Inc.
Amendment No. 2 to Form S-4
Filed June 2, 2005
File No. 333-124008
MCI, Inc.
Form 10-K for the year ended December 31, 2004
Filed March 16, 2005
Form 10-Q for the quarter ended March 31, 2005
Filed May 9, 2005
File No. 001-10415
Dear Ms. Drost:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.
Form S-4
Prospectus Cover Page/Letter to Shareholders
1. We believe that the small font size makes the disclosure hard
to
read. Accordingly, please increase the font size. See Rule
420(a)
of Regulation C, which requires that you use at least 10-point
modern
type.
2. We note your disclosure that the merger consideration "may be
decreased if there is an adjustment based on the amounts required
to
satisfy certain liabilities." Also, your disclosure that the
potential downward adjustment "is limited only by the amount of
the
merger consideration" is vague. Please revise to clearly state
that
the merger consideration can be adjusted down to $0 and that MCI
shareholders could potentially receive nothing in exchange for
their
shares in order to satisfy these liabilities, as suggested by your
response to prior comment 12. Please also revise your disclosure
accordingly throughout the document, such as under "What will I
receive in the merger and when will I receive it?" on page iv,
"Merger Consideration and Conversion of MCI Common Stock" on page
3
and "Potential Downward Purchase Price Adjustment for Specified
Liabilities" on page 4.
3. Revise to clarify on the cover page and throughout the document
that Verizon will pay the cash portion of the merger consideration
to
cover any shortfall in the payment of the special cash dividend by
MCI. For instance, it is unclear who will pay the remainder of
the
special cash dividend "as cash merger consideration" in the first
bullet on the cover page.
Summary, page 1
Structure of the Merger, page 3
4. Please provide examples to illustrate how the original merger
structure could result in "materially adverse regulatory or other
materially adverse consequences" and cause Verizon to determine to
use the alternative merger structure.
Merger Consideration and Conversion of MCI Common Stock, page 3
5. Revise to state that if Verizon pays any shortfall in the
special
dividend, shareholders will receive that amount later than if MCI
paid the special dividend in full. Also include a brief
discussion
of the different tax treatment if the cash is paid as cash merger
consideration in addition to providing the cross reference. See
prior comment 10.
Potential Downward Purchase Price Adjustment for Specified
Liabilities, page 4
6. We have considered your response to prior comment 12, however,
we
remain concerned that the wide range of possible consideration
from
$0 to at least $26.00 per share does not permit shareholders to
make
a reasonably informed decision on the proposed transaction. We
believe that you must provide at least a reasonable range of
potential price adjustments to permit shareholders to reasonably
assess this transaction and to disseminate to shareholders a
prospectus that meets the requirements of Section 10. In
addition,
we believe that you should undertake to recirculate and resolicit
in
the event the merger consideration is adjusted downward beyond a
reasonable range. Please advise or revise accordingly.
7. You indicate here and elsewhere in the document that MCI`s
liability balances "may be viewed as indicative of whether there
will
be a downward purchase price adjustment." Given that MCI`s
accrued
liabilities as of December 31, 2004 exceed the $1.775 billion
threshold in the merger agreement, please revise to indicate that
it
is more likely than not that there will be a downward adjustment
to
the merger consideration or tell us why such a characterization is
not accurate.
Conditions to the Closing of the Merger, page 6
8. We note your response to prior comment 16, however, we believe
you
may be required to recirculate and resolicit MCI shareholders in
the
event Verizon or MCI determines to waive any condition to the
merger
and such a change in the terms of the merger renders the
disclosure
that you previously provided to shareholders materially
misleading.
Please revise to acknowledge this requirement or advise.
9. Explain the significance of Verizon`s determination that it
will
not waive the condition that it must receive the opinion that the
merger will qualify as a reorganization under Section 368(a).
Reasons for the Merger, page 9
10. We reissue prior comment 13 and ask that you delete any
references to the term "protection" when referring to the pricing
mechanism in light of the significant downward purchase price
adjustment that may occur.
Consequences of the Merger Not Being Completed, page 10
11. Remove this new section as it is not appropriate disclosure
for
the forepart of your prospectus.
Opinions of MCI`s Financial Advisors, page 11
12. Revise to clearly state that MCI does not intend to obtain
fairness opinions in the event the merger consideration is
adjusted
downward, as indicated in your response to prior comment 12. Also
revise the section entitled "MCI`s Reasons for the Merger" to
explain
how this impacted the MCI board`s determination that the
transaction
is fair to its shareholders, if at all.
Material United States Federal Income Tax Considerations, page 11
13. We note your statement in your response to prior comment 18
that
"the tax consequences of the merger and the alternative merger are
fully disclosed...." Nevertheless, because a change to the
alternative merger structure would result in material changes in
the
tax consequences to investors, i.e., going from tax-free except
with
respect to any cash received to fully taxable, we believe this
would
constitute a material change to your prospectus disclosure
necessitating amendment and resolicitation.
14. We note your response to prior comment 19, however, you still
state that "MCI intends to treat the special cash dividend...as a
distribution with respect to MCI common stock..." and "[t]he
merger
generally is intended to qualify as a reorganization within the
meaning of Section 368(a)...." Similarly, in your Material United
States Federal Income Tax Considerations section on page 94, you
state that "MCI intends to take the position that the amount paid
as
the special cash dividend is treated as a distribution..." and
that
the transaction "is intended to qualify as a reorganization under
Section 368(a)." Please revise your disclosure to remove the
reference regarding MCI`s "intended" tax treatment of the special
cash dividend and the transaction as a whole.
15. When referring to the opinions that are a condition to
closing,
clarify throughout your disclosure that those opinions are second
or
confirming opinions of the opinions that you will have already
received and filed as short-form opinions prior to effectiveness
of
the registration statement.
16. Revise to state in clear, plain language how MCI shareholders
will be taxed. For example, state that shareholders will be taxed
on
the cash they will receive as a special dividend but not on the
receipt of Verizon common stock issued in exchange for MCI common
stock. Similarly clarify how shareholders will be taxed if the
alternative merger structure is used. Finally, clarify the
meaning
of "cash, if any" in the first two paragraphs so that investors do
not confuse this with the payment of the special dividend from
MCI.
17. Clearly state how MCI shareholders will be taxed on the
special
cash dividend, including a brief description of the tax
implications
of characterizing the special cash dividend as dividend income and
any alternative characterizations. Also state that counsel is
unable
to provide an opinion regarding the characterization of the
special
cash dividend, as indicated in your response to prior comment 19,
and
briefly indicate why counsel is not able to opine on the tax
treatment of the special dividend. Make corresponding changes to
the
Material United States Federal Income Tax Considerations section
starting on page 93, including an expanded discussion of why
counsel
is unable to give an opinion.
Stock Purchase Agreement for Verizon`s Purchase of 13.4% of MCI`s
Outstanding Shares, page 13
18. We note the disclosure you have added in this section in
response
to prior comment 21. Please clarify whether the closing under the
stock purchase agreement has occurred and whether the selling
group
has received the cash consideration and, if so, the price per
share
that the selling group received. Where appropriate, please
disclose
the underlying reasons for entering into the transaction with the
selling group and disclose in this section that this transaction
was
entered into after March 29, 2005, the date MCI`s board received
fairness opinions regarding the consideration that all other MCI
shareholders would receive.
19. We note your disclosure on page 48 that "MCI`s board of
directors
noted that the selling group would receive higher consideration as
compared to all other MCI stockholders under the then-current
Verizon
merger agreement..." as well as your disclosure under the MCI
board`s
reasons for the merger on page 59 that "MCI`s board of directors
considered the price and terms of the stock purchase agreement
between Verizon and entities affiliated with Mr. Carlos Slim
Helu."
Please specifically address later in the prospectus the reasons
that
Verizon offered the selling group a higher price than all other
MCI
shareholders at that time. Please also address why the selling
group
received most of their consideration at that time in cash and with
no
significant uncertainty since the consideration they will receive
is
not subject to the downward price adjustment. Ensure the
discussion
in MCI`s reasons for the merger section addresses what the MCI
board
specifically considered regarding these terms with the selling
group
compared to the terms of the transaction for all other MCI
shareholders. The one sentence reference to the stock purchase
agreement on page 59 is insufficient in this regard.
Risk Factors Relating to the Merger, page 23
The consideration that MCI stockholders will receive . . ., page
23
20. Please revise the caption to state that there is substantial
uncertainty regarding what the MCI bankruptcy and tax liabilities
will be, that these liabilities will not be known at the time
shareholders vote on the merger, and the downward adjustment could
mean that MCI shareholders receive nothing in the merger.
MCI and Verizon are the subject of various legal proceedings . .
..,
page 26
21. We note your disclosure that "plaintiff amended his complaint
on
two occasions to include additional allegations." Please briefly
describe these additional allegations.
MCI has been actively working to improve its internal controls . .
..,
page 27
22. Please more particularly describe the potential risk to
Verizon
or its investors if MCI`s financial statements are not accurate.
The merger may not occur which could adversely affect . . ., page
27
23. Please revise the caption to more particularly describe how
MCI`s
business operations would be adversely affected.
The Merger, page 30
Background of the Merger, page 30
24. We note the disclosure you have added regarding the offer MCI
received from the RBOC. Please disclose how EBITDA was defined
and
clarify what you mean by "run-rate EBITDA." Also, please clarify
whether the possible reduction in the purchase price due to the
unresolved bankruptcy liabilities was limited. In addition,
please
clarify whether the closing of the transaction would occur prior
to
the resolution of the outstanding bankruptcy liabilities. In this
regard, please clarify what you mean by "face value." Is this a
best
estimate of the amount of cash that would be required to satisfy
these liabilities? Please provide sufficient information to show
how
these terms differ from the terms of the transaction with Verizon.
25. Provide an expanded discussion of the degree to which MCI`s
board
considered alternative opportunities and why it determined not to
pursue them pursuant to prior comment 30. For example, clarify on
page 33 what the board considered regarding the amount of MCI`s
excess cash and potential uses for that cash in determining not to
pursue the proposal to recapitalize MCI. Also expand to disclose
the
nature of the board`s concerns regarding the proposal to pay $20
per
share of MCI common stock. In addition, we note the disclosure
you
have added regarding the possibility of a joint venture with
Verizon
on page 35. Please specifically describe the "risks and rewards"
that the MCI board considered. Similarly expand the next
paragraph
to specify the "risks to achieving superior values under the Qwest
transaction" that the board discussed at the meeting of December
10,
2004.
26. We refer to your response to prior comment 32. In particular,
we
note your statement that "MCI`s board considered the range of
values
that might be realized by MCI`s stockholders under the stock
component of each proposal...." It is unclear, however, how the
MCI
board considered the fact that the Qwest offers were weighted more
towards cash and the Verizon offers were weighted more towards
stock.
27. We note the disclosure you have added on page 48 that the
range
of values that might be realized "if Qwest were to increase the
consideration as requested, and MCI were to agree to the other
proposed revisions to Qwest`s proposal, would compensate for the
risks and uncertainty associated with realizing those values, and
render it superior...." It is still unclear how the increased
consideration and other terms would have satisfied the MCI board`s
seven concerns expressed during the evaluation of the February 11,
2005 proposal. Did the higher consideration outweigh the long-
term
concerns regarding the combined company that the MCI board
expressed
during the evaluation of the February 11, 2005 proposal? Also
provide more specific and quantified disclosure about the "range
of
values" considered by the MCI board throughout its evaluation of
the
competing offers and clearly identify the risks it considered to
be
associated with achieving those values.
Verizon`s Reasons for the Merger, page 53
28. To the extent possible, please quantify the cost savings and
revenue enhancements associated with each of the items listed on
page
54 and the top of page 55. See prior comment 37.
29. We note your discussion of the financial terms that Verizon`s
board considered. Please enhance your discussion to illustrate
what
the board concluded with respect to the various financial terms
listed. For example, it is unclear how the "resulting percentage
ownership interests and voting power that current Verizon
stockholders would have in Verizon following the closing" impacted
the Verizon board`s decision.
30. It is unclear why the risk of liabilities associated with the
bankruptcy claims and tax claims is listed on page 56 among the
factors that weighed negatively against the merger. In this
regard,
we assume that the downward purchase price adjustment is intended
to
protect Verizon from assuming these liabilities. Please
specifically
address the importance of the downward purchase price adjustment
to
the Verizon board and why the risk of liabilities associated with
the
bankruptcy claims and tax claims is listed as a negative factor
given
the price adjustment.
MCI`s Reasons for the Merger, page 57
31. Your revised disclosure under "Tax-Free Transaction" indicates
that the board "considered" that the alternative merger structure
would be fully taxable to MCI shareholders. Revise this
discussion
to make clear how the tax implications of the alternative
structure
impacted the board`s fairness determination and decision to
recommend
the transaction.
32. We note your response to prior comment 44, however, we believe
that additional context is needed in a number of the factors under
"Alternative Proposals from Qwest" so that investors can
adequately
assess this information. For example, you list "[t]he regulatory
approvals that a transaction between MCI and Qwest would require,
as
well as the timing and risks associated with these approvals." It
is
unclear whether this factor weighed favorably, negatively or was
neutral compared to the regulatory approvals that the Verizon/MCI
transaction requires. Similarly revise the first bullet point on
page 61 to explain what the board concluded regarding the expected
competitive position of a combination of Qwest and MCI, provide
more
details about Qwest`s "expected financial condition" in the fifth
and
sixth bullets on page 61, and specify how the terms and conditions
of
Qwest`s proposal compared to the Verizon terms and conditions in
the
tenth bullet on page 62. This is not intended to be an exhaustive
list.
33. Briefly identify the reasons underlying the differences in the
synergies estimated by Qwest and those estimated by MCI.
34. If known, revise the second paragraph on page 63 to disclose
the
nature of the concerns that MCI`s existing and potential customers
expressed as they demanded termination rights and other remedies
in
response to a possible transaction with Qwest. Refer to prior
comment 36.
35. Expand the discussion under "Purchase Price Adjustment" to
have
the MCI board specifically address the consideration it gave to
the
possibility that its shareholders could receive nothing in
exchange
for their shares pursuant to the purchase price adjustment
provision.
Analyses of MCI`s Financial Advisors, page 64
36. We note your revisions to prior comment 49 relating to the
estimated specified included liabilities provided to the advisors.
Please revise to clarify that the assumed amount of $1.825 billion
corresponds to MCI`s accrued liabilities as of December 31, 2004.
37. We note your response to prior comment 52. Either here or in
the
relevant bullet point under "MCI`s Reasons for the Merger," please
explain in reasonable detail the consideration the MCI board gave
to
the fact that JP Morgan has provided past services to Verizon.
38. MCI Comparable Company Analysis, page 67 and MCI Comparable
Transaction Analysis, page 68. As requested in prior comment 56,
please address the usefulness of these analyses given that the
advisors selected only one company and one transaction as
comparable
to MCI.
Hypothetical Stockholder Value Creation Analyses, page 70
39. Revise the description of the Sum-of-the-Parts Analysis to
explain how the advisors calculated the various multiples and why
the
multiples differed for each business. Similarly revise the
parallel
Qwest analysis.
Senior Notes, page 88
40. Clarify how the restrictions on MCI`s ability to pay dividends
compare to the total amount that would be required to pay the
$5.60
per share special cash dividend.
Material United States Federal Income Tax Considerations, page 93
41. Please remove the disclosure "insofar as it address matters of
law" in the first sentence. Shareholders should not be required
to
determine which matters described in this section are matters of
law.
42. We note your disclosure on page 94 that counsel will provide
opinions "in each case substantially to the effect that, on the
basis
of certain facts, representations by management of the companies
and
assumptions set forth in such opinions, the merger of MCI with and
into Eli Acquisition will be treated as a reorganization for U.S.
federal income tax purposes as a reorganization within the meaning
of
Section 368(a) of the Code and that Verizon and MCI will each be a
party to that reorganization within the meaning of Section 368(a)
of
the Code." The qualifications in this statement make it unclear
to
what extent counsel is opining that the transaction will be tax-
free
to investors. Please revise to clarify whether or not counsel is
opining that the merger "will" be treated as a reorganization and
each of Verizon and MCI "will" be treated as a party to the
reorganization. Furthermore, since counsel will provide short-
form
opinions, this disclosure section should set forth the entire
opinions, including any assumptions upon which the opinions are
based.
The Merger Agreement, page 98
43. Your disclosure in the second paragraph refers to agreements
and
documents other than the merger agreement. Such references are
overly broad and may not be clear to security holders. Please
revise
to omit the reference to agreements and documents other than the
merger agreement.
Note 2. Purchase Price, page 119
44. Please refer to prior comment number 71. It does not appear
to
be appropriate to include the $5.60 special cash dividend that
will
be paid by MCI prior to the merger as part of the purchase price
under SFAS 141. Please advise us with the specific references to
the
accounting literature or revise accordingly.
45. Please refer to prior comment number 72. Provide a
sensitivity
analysis that provides additional pro forma presentations that
give
effect to the range of possible results for the potential downward
purchase price adjustment for specified liabilities and other
adjustments disclosed on page 99 as well as throughout the filing.
Note 5. Pro Forma Adjustments, page 122
46. Please refer to prior comment number 79. Reclassify the
senior
sebt that will be payable upon a change in control to a current
liability. Discuss in the footnote the amount of cash and your
sources for the cash if the senior notes are not redeemed prior to
the merger and have to be redeemed within 30 days of the change in
control. Expand your disclosure to discuss the likelihood that
the
notes will be redeemed by MCI prior to the merger.
MCI Form 10-K for the year ended December 31, 2004
Note (3) Impairment Charges, page F-23
Note (4) Fresh-Start Reporting, pages F-26 and F-28
Note (23) Related Party Transactions, page F-79
47. Please refer to prior comment number 102. Since your Form 10-
K
for the year ended December 31, 2004 is incorporated by reference
in
Form S-4, please comply with our previous request and disclose the
name of the experts and include consents from the experts in the
Form
S-4 and the amendments thereto since you have referenced these
independent valuations.
Note (4) Fresh-Start Reporting, page F-26
48. Please refer to prior comment numbers 103 and 105. We believe
that your disclosure should be expanded to discuss how you
determined
enterprise value at both the adoption of fresh-start reporting and
at
the time that you computed the amount of the impairment that you
recognized in 2004 as well as the adjustments shown on the table
on
page F-29. The footnotes that you have provided do not provide
the
reader with a clear understanding as to how the various
adjustments
were computed.
Note (20) Income Taxes, page 58
49. Please refer to prior comment numbers 108, 109 and 110.
Please
provide FAS 5 disclosure for the additional federal, state and
foreign tax contingencies disclosed on page F-63. Expand your
disclosures to discuss why state and foreign income taxes
expressed
as a percentage to arrive at the effective tax rate for 2004 as
disclosed on page F-59 is so much higher than the percentages for
2003 and 2002.
Note (24) Condensed Combined Financial Statements (Unaudited),
page
F-83
50. Please refer to prior comment number 111. We are unaware of
any
exception regarding the requirement to provide audited condensed
combined financial statements. Please comply.
MCI Form 10-Q for the quarter ended March 31, 2005
51. Revise, as applicable, for comments issued regarding the Form
10-
K for the year ended December 31, 2004.
Item 4. Controls and Procedures, page 48
52. We note your proposed response to prior comment 114. Revise
to
clearly state that there were changes in your internal controls
over
financial reporting that occurred during this quarter that have
materially affected, or are reasonable likely to materially
affect,
your internal control over financial reporting in accordance with
Item 308(c) of Regulation S-K. Also, briefly describe the
compensating controls and procedures that the company implemented.
* * * *
Please amend your Form S-4 and have MCI amend its Form 10-K
and
Form 10-Q in response to these comments. You may wish to provide
us
with marked copies of the amendments to expedite our review.
Please
furnish a cover letter with your amendments that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendments and responses to our comments.
You may contact Sharon Virga, Senior Staff Accountant, at
(202)
551-3385 or Dean Suehiro, Senior Staff Accountant at (202) 551-
3384
if you have questions regarding comments on the financial
statements
and related matters. Please contact Albert Pappas, Senior Staff
Attorney, at (202) 551-3378 or me at (202) 551-3810 with any other
questions.
Sincerely,
Michele M. Anderson
Legal Branch Chief
cc: William Regner, Esq.
Debevoise & Plimpton LLP
(212) 909-6836 (fax)
Nicole A. Perez, Esq.
Debevoise & Plimpton LLP
(212) 521-7564 (fax)
??
??
??
??
Marianne Drost, Esq.
Verizon Communications Inc.
May 17, 2005
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