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`424B3 1 d607759d424b3.htm FINAL PROSPECTUS
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`Table of Contents
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`Filed Pursuant to Rule 424(b)(3)
`Registration No. 333-191628
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`PROSPECTUS
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`On September 2, 2013, Verizon Communications Inc., Vodafone Group Plc and Vodafone 4 Limited, a wholly owned
`subsidiary of Vodafone that we refer to as Seller, entered into a stock purchase agreement pursuant to which Verizon
`agreed to acquire Vodafone’s indirect 45% interest in Cellco Partnership d/b/a Verizon Wireless in exchange for
`transaction consideration totaling approximately $130 billion, consisting of the following: (i) approximately $58.9 billion
`in cash (subject to the cash election and requirement to pay additional cash if the transaction closes after May 1, 2014 (in
`each case as described herein)); (ii) that number of shares of Verizon common stock, par value $0.10 per share, calculated
`pursuant to the stock purchase agreement by dividing $60.15 billion by the average trading price, as defined herein, and
`subject to the stock consideration collar mechanism and cash election described herein; (iii) senior unsecured Verizon
`notes in an aggregate principal amount of $5.0 billion; (iv) Verizon’s indirect 23.1% interest in Vodafone Omnitel N.V.,
`valued at $3.5 billion; and (v) other consideration valued at approximately $2.5 billion. The acquisition is structured as the
`acquisition by Verizon of 100% of the stock of Vodafone’s U.S. holding entity that indirectly holds Vodafone’s 45%
`interest in Verizon Wireless.
`
`This prospectus relates to the shares of Verizon common stock to be issued as stock consideration in the transaction. Such
`shares will be issued to the ordinary shareholders of Vodafone, who will receive their pro rata portion of the stock
`consideration, with cash in lieu of any fractional Verizon shares.
`
`The stock purchase agreement provides that the parties will seek to implement the transaction as a “scheme of
`arrangement” under the laws of England and Wales, which we refer to as the scheme. If the closing conditions relating to
`the scheme are not satisfied or waived, or if the scheme lapses in accordance with its terms or is withdrawn, the parties
`will seek to implement the transaction as a purchase and sale of the issued and outstanding capital stock of a Vodafone
`subsidiary that indirectly owns the 45% interest in Verizon Wireless. In either case, the closing of the transaction is subject
`to regulatory and shareholder approvals and other closing conditions.
`
`The average trading price used to calculate the number of Verizon shares to be issued in the transaction will be the
`volume-weighted average trading price per share of Verizon common stock on the New York Stock Exchange during the
`20 consecutive full trading days ending on the third business day prior to the closing of the transaction, except that the
`price used to determine the number of shares issued or distributed will not be less than $47.00 per share or more than
`$51.00 per share, as more fully described under the section entitled “The Transaction—Transaction Consideration—Stock
`Consideration.” Subject to the assumptions described in this prospectus, Verizon expects to issue a minimum of
`approximately 1.18 billion shares and a maximum of approximately 1.28 billion shares in the transaction. The closing sale
`price of Verizon common stock as reported on the New York Stock Exchange was $47.38 per share on August 30, 2013,
`the last trading day before announcement of the transaction, and $48.91 on December 5, 2013, the last practicable trading
`day before the date of this prospectus. In addition, Verizon has the right to increase the cash consideration (and
`correspondingly decrease the stock consideration) in certain specified circumstances. You should obtain current market
`quotations for Verizon common stock, which is quoted on the New York Stock Exchange and the NASDAQ Global
`Select Market under the symbol “VZ” and on the London Stock Exchange under the symbol “VZC.”
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`This prospectus describes the transaction and other related matters. Please read this entire prospectus carefully, including
`the annex and information incorporated by reference. In particular, you should consider the section entitled “Risk
`Factors” beginning on page 14. You can also obtain information about Verizon from documents it has filed with the
`Securities and Exchange Commission. See the section entitled “Where You Can Find Additional Information.”
`
`Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
`the securities to be issued under this prospectus or determined if this prospectus is accurate or adequate. Any
`representation to the contrary is a criminal offense. For the avoidance of doubt, this prospectus is not intended to
`be, and is not, a prospectus or prospectus equivalent for purposes of the U.K. Financial Conduct Authority’s
`Prospectus Rules.
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`This prospectus is dated December 10, 2013 and is first being mailed or otherwise delivered to Vodafone’s U.S. and
`Canadian shareholders on or about December 11, 2013.
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`ADDITIONAL INFORMATION
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`As described herein, this prospectus incorporates important business and financial information about Verizon from
`documents filed with the Securities and Exchange Commission (SEC) that are not included in or delivered with this
`prospectus. You can obtain any of the documents filed with or furnished to the SEC by Verizon at no cost from the SEC’s
`website at www.sec.gov, and you may also read and copy this information (other than certain exhibits to those documents)
`at the Public Reference Room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain
`information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. You may also
`obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington,
`D.C. 20549, at prescribed rates, or from commercial document retrieval services.
`
`You may also request copies of the documents incorporated by reference into this prospectus at no cost by contacting
`Verizon in writing or by telephone, at the following address and telephone number:
`Verizon Communications Inc.
`Shareowner Services
`One Verizon Way
`Basking Ridge, New Jersey 07920
`United States
`(212) 395-1525
`
`In order to receive any documents before the Vodafone general meeting of shareholders, you should request such
`documents by January 21, 2014.
`
`See “Where You Can Find Additional Information” for more details.
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`ABOUT THIS DOCUMENT
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`This prospectus forms part of a registration statement on Form S-4 filed with the SEC by Verizon and constitutes a
`prospectus of Verizon under Section 5 of the Securities Act of 1933, as amended, which we call the Securities Act, with
`respect to the shares of Verizon common stock to be issued in the transaction as stock consideration. Verizon is mailing or
`otherwise delivering this prospectus to Vodafone’s U.S. and Canadian shareholders.
`
`A separate prospectus, which we call the UK Prospectus, prepared in accordance with the prospectus rules of the U.K.
`Listing Authority, which we call the UK Prospectus Rules, made under Section 73A of the U.K. Financial Services and
`Markets Act 2000, or FSMA, and subject to the approval of the U.K. Financial Conduct Authority in accordance with
`Section 85 of the FSMA, will also be made available to the public in accordance with Rule 3.2 of the UK Prospectus
`Rules. Vodafone shareholders other than Vodafone’s U.S. and Canadian shareholders should refer to the UK Prospectus
`unless they are prohibited or restricted from doing so by any relevant laws or jurisdictions. The UK Prospectus will be
`available online at www.verizon.com/investor/shareownersservices.html.
`
`Vodafone shareholders will also receive a separate document in connection with the transaction: a circular that will be
`provided to Vodafone shareholders by Vodafone. The circular will set forth the proposals on which Vodafone
`shareholders will be asked to vote in connection with the transaction and certain related matters.
`
`You should rely only on the information contained in or incorporated by reference into this prospectus. No one has been
`authorized to provide you with information that is different from that contained in or incorporated by reference into this
`prospectus. This prospectus is dated December 10, 2013. You should not assume that the information contained in this
`prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by
`reference into this prospectus is accurate as of any date other than the date of the incorporated document. Any statement
`contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded to the
`extent that a statement contained in this prospectus or in any subsequently filed document that is also incorporated by
`reference into this prospectus modifies or supersedes that statement. Neither the mailing or other delivery of this
`prospectus to Vodafone’s U.S. and Canadian shareholders nor the issuance by Verizon of shares of Verizon common stock
`in the transaction will create any implication to the contrary.
`
`This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of
`these securities in any jurisdiction where such offer, solicitation or sale is not permitted.
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`TABLE OF CONTENTS
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`SUMMARY
`Overview
`Verizon’s Reasons for the Transaction
`Transaction Consideration
`Transaction Structure
`Reorganization
`Omnitel Transaction
`Accounting Treatment of the Transaction
`Certain United States Federal Income Tax Consequences to U.S. Holders
`Shareholder Approvals
`Regulatory Approvals
`Conditions to Completion of the Transaction
`Termination of the Stock Purchase Agreement
`Termination Fees and Expenses
`Financing of the Transaction
`No Appraisal Rights in Connection with the Transaction
`Selected Historical Consolidated Financial Data of Verizon
`Selected Unaudited Pro Forma Condensed Consolidated Financial Data
`Market Prices and Dividend Information
`CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
`RISK FACTORS
`THE TRANSACTION
`General
`The Companies
`Background of the Transaction
`Verizon’s Reasons for the Transaction
`Vodafone’s Reasons for the Transaction
`Transaction Consideration
`Transaction Structure
`Reorganization
`Omnitel Transaction
`Shareholder Approvals
`Regulatory Approvals
`Change of Recommendation
`Covenants and Agreements
`Conditions to Completion of the Transaction
`Termination of the Stock Purchase Agreement
`Termination Fees and Expenses
`Representations and Warranties
`Definition of Material Adverse Effect
`Mutual Release
`Indemnification
`Amendment of the Stock Purchase Agreement
`Specific Performance
`No Appraisal Rights
`Release of Vodafone from Partnership Agreement
`Shareholder Litigation Related to the Transaction
`Free Share Dealing Facility
`FINANCING OF THE TRANSACTION
`CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS
`ACCOUNTING TREATMENT OF THE TRANSACTION
`UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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`LEGAL MATTERS
`EXPERTS
`WHERE YOU CAN FIND ADDITIONAL INFORMATION
`ANNEX A—STOCK PURCHASE AGREEMENT
`ANNEX B—FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
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`SUMMARY
`
`This summary highlights selected information from this prospectus. It may not contain all of the information that is
`important to you. To more fully understand the transaction, you should carefully read the entire prospectus, including
`the annex, the exhibits to the registration statement of which this prospectus forms a part and the information
`incorporated by reference or referred to in this prospectus. See “Where You Can Find Additional Information.” The
`page references have been included in this summary to direct you to a more complete description of the topics
`presented below.
`
`Unless the context requires otherwise, references in this prospectus to “Verizon,” “we,” “us” and “our” are to
`Verizon Communications Inc., a Delaware corporation, and/or its consolidated subsidiaries (including, where the
`context requires, Verizon Wireless), and references in this prospectus to “Vodafone” are to Vodafone Group Plc, an
`English public limited company, and/or its consolidated subsidiaries.
`
`Overview
`Cellco Partnership d/b/a Verizon Wireless (Verizon Wireless) provides wireless communications services across one
`of the most extensive wireless networks in the United States and operates the country’s largest 4G LTE (Long Term
`Evolution) network. In the United States, Verizon Wireless is the industry leader in terms of retail connections,
`profitability as measured by EBITDA service margin, and customer loyalty as measured by post-paid churn. Verizon
`Wireless had operating revenues of $75.9 billion in 2012 and $59.9 billion in the first nine months of 2013. Verizon
`Wireless was formed in April 2000 by Verizon and Vodafone.
`
`Verizon is a holding company that, acting through its subsidiaries, is one of the world’s leading providers of
`telecommunications services and solutions to individual, business and government customers in the United States and
`in over 150 countries around the world. The address of Verizon’s principal executive office is 140 West Street, New
`York, New York 10007, and its telephone number is (212) 395-1000. Vodafone has equity interests in
`telecommunications operations in nearly 30 countries and around 50 partner networks worldwide. Currently, Verizon
`indirectly owns 55% of the interests in Verizon Wireless, and Vodafone indirectly owns 45% of the interests in
`Verizon Wireless. Additional information about each of these companies can be found under the heading “The
`Transaction—The Companies.”
`
`On September 2, 2013, Verizon, Vodafone and Seller entered into a stock purchase agreement, pursuant to which
`Verizon agreed to acquire Vodafone’s indirect 45% interest in Verizon Wireless for aggregate consideration of
`approximately $130 billion. The acquisition is structured as the acquisition by Verizon of 100% of the stock of
`Vodafone’s U.S. holding entity, which indirectly holds Vodafone’s 45% interest in Verizon Wireless.
`
`On December 5, 2013, Verizon, Vodafone and Seller entered into the first amendment to the stock purchase
`agreement, which we refer to as the first amendment, setting forth certain technical amendments to the stock purchase
`agreement. We refer to the stock purchase agreement, as amended by the first amendment, as the stock purchase
`agreement.
`
`Pursuant to the terms and subject to the conditions set forth in the stock purchase agreement, Verizon will acquire from
`Seller all of the issued and outstanding capital stock of Vodafone Americas Finance 1 Inc., a wholly owned indirect
`U.S. subsidiary of Vodafone that owns the 45% interest in Verizon Wireless indirectly through other U.S. subsidiaries.
`We refer to Vodafone Americas Finance 1 Inc. as Holdco and to it and its subsidiaries that are being acquired as the
`purchased entities.
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`Verizon’s Reasons for the Transaction (page 28)
`Verizon’s Board of Directors approved the transaction for a number of reasons, including because:
`•
`the transaction is expected to be accretive to Verizon’s earnings per share and cash flow;
`•
`the transaction is expected to allow Verizon greater flexibility to develop and market converged
`communications solutions across all its platforms and to improve operating efficiencies;
`due to capital market conditions and the value of Verizon’s common stock, the cash flow attributable to the
`Verizon Wireless interest being acquired is expected to be greater than the cost of servicing the indebtedness
`incurred to finance the transaction and the cash required to pay dividends on the Verizon common stock to be
`issued in the transaction; and
`given that Verizon already controls Verizon Wireless, the transaction does not present the integration and due
`diligence risks associated with many strategic transactions.
`
`•
`
`•
`
`These reasons for the transaction, as well as the process the parties engaged in to reach agreement on the transaction,
`are described in more detail under the headings “The Transaction—Verizon’s Reasons for the Transaction” and “The
`Transaction—Background of the Transaction.” This prospectus also describes other details of the transaction,
`including the consideration to be paid, the financing, the risks associated with the transaction and the conditions to
`consummation of the transaction.
`
`•
`
`•
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`Transaction Consideration (page 31)
`In consideration for Vodafone’s indirect interest in Verizon Wireless, upon closing of the transaction, Verizon has
`agreed to:
`•
`pay to Seller approximately $58.9 billion in cash, which we call the cash consideration, subject to the cash
`election and cash ticking fee (in each case as described herein);
`issue to Vodafone’s shareholders that number of shares of Verizon common stock calculated pursuant to the
`stock purchase agreement by dividing $60.15 billion by the average trading price, as described below, and
`subject to the stock consideration collar mechanism and cash election described herein, which we call the
`stock consideration;
`issue to Seller senior unsecured Verizon notes in an aggregate principal amount of $5.0 billion, which we call
`the Verizon notes;
`transfer to a subsidiary of Vodafone Verizon’s indirect 23.1% interest in Vodafone Omnitel N.V. (Omnitel,
`and such interest, the Omnitel interest), valued at $3.5 billion; and
`provide other consideration valued at approximately $2.5 billion, including the indirect assumption of long-
`term obligations with respect to two classes of outstanding preferred stock with a face amount of $1.65
`billion that were issued by one of the purchased entities, are beneficially held by third parties, are
`mandatorily redeemable in April 2020 and will remain outstanding after the closing of the transaction, which
`we refer to as the VAI preferred stock.
`
`•
`
`•
`
`The exact number of shares of Verizon common stock to be issued in the transaction will be equal to $60.15 billion (as
`adjusted by any cash election, as described below) divided by the average trading price, which is the volume-weighted
`average trading price per share of Verizon common stock on the New York Stock Exchange (NYSE) during the 20
`consecutive full trading days ending on the third business day prior to the closing of the transaction, except that the
`price used to determine the number of shares issued will not be less than $47.00 per share or more than $51.00 per
`share. Depending on the trading prices of Verizon common stock prior to the closing of the transaction, and subject to
`the assumptions described in this prospectus, it is expected that current Verizon
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`shareholders will collectively own between approximately 69% and 71% of Verizon’s outstanding common stock
`immediately following the closing, and current Vodafone shareholders will collectively own between approximately
`29% and 31% of Verizon’s outstanding common stock immediately following the closing.
`
`The Verizon shares to be issued in the transaction are expected to be listed on the NYSE, the NASDAQ Global Select
`Market (NASDAQ) and the London Stock Exchange (LSE). In addition, Verizon has the right to increase the cash
`consideration (and correspondingly decrease the stock consideration) by an aggregate amount of up to $15.0 billion in
`certain specified circumstances.
`
`Vodafone ordinary shareholders will receive all of the stock consideration in proportion to their ownership interest in
`Vodafone. As of August 30, 2013, based on publicly available information, no Vodafone shareholder owned more than
`6% of Vodafone’s outstanding shares, and only three Vodafone shareholders owned more than 3% of its outstanding
`shares.
`
`Transaction Structure (page 33)
`The parties will seek to implement the transaction as a scheme of arrangement under the laws of England and Wales.
`This transaction structure, which we call the scheme, is a U.K. statutory procedure under Part 26 of the UK Companies
`Act 2006 between a company and its shareholders pursuant to which the High Court of Justice of England and Wales
`(UK Court) may approve, and thus bind, the company to an arrangement with its shareholders. A scheme of
`arrangement is commonly used to effect a return of value to shareholders. Under the terms of the scheme, at
`completion (i) Vodafone will issue either Class B or Class C Vodafone shares to its non-U.S. shareholders and Class C
`Vodafone shares to its U.S. shareholders, in each case as a bonus issuance; (ii) Vodafone will transfer all of the issued
`and outstanding capital stock in Holdco to Verizon and Verizon will pay Vodafone the cash consideration, the Verizon
`notes and the remaining consideration payable by Verizon directly to Vodafone under the transaction; and (iii) Verizon
`will issue the stock consideration, and Vodafone will distribute a portion of the cash consideration, in each case to
`Vodafone shareholders holding the Class B shares, as a repayment of capital in exchange for the cancellation of those
`shares, and to Vodafone shareholders holding the Class C shares, as a special dividend on those shares following
`which the Class C shares will be mandatorily converted into deferred shares and transferred to a third party. The
`scheme of arrangement provides a structure for the return of value to shareholders. The issuance of the Vodafone
`Class C shares to Vodafone’s U.S. shareholders facilitates the distribution of the special dividend, and the Vodafone
`Class C shares will have no independent U.S. federal income tax consequences that are separate from the U.S. federal
`income tax consequences of the receipt of the special dividend by Vodafone’s U.S. shareholders.
`
`To become effective, the scheme requires, among other things, the approval of holders of 75% of the Vodafone
`ordinary shares voting on the scheme and a majority in number of the holders of Vodafone ordinary shares voting on
`the scheme, as well as the sanction by the UK Court of the scheme and confirmation of the UK Court of the related
`Vodafone reduction of capital.
`
`If Vodafone shareholder approval, as well as UK Court approval, of the scheme is not obtained or other specified
`conditions relating to the scheme are not satisfied or waived, or if the scheme lapses in accordance with its terms or is
`withdrawn, the parties will seek to implement the transaction as a purchase and sale of all of the issued and
`outstanding capital stock of Holdco held by Seller. We refer to this alternative transaction structure as the share
`purchase. The share purchase requires, among other things, the approval of holders of a majority of the Vodafone
`ordinary shares voting on the share purchase. When we use the term “transaction” or “Verizon Wireless transaction” in
`this prospectus, we are referring to Verizon’s acquisition of Vodafone’s indirect interest in Verizon Wireless, which
`acquisition is structured as the acquisition by Verizon of certain of Vodafone’s U.S. holding entities that indirectly
`hold Vodafone’s 45% interest in Verizon Wireless, regardless of whether the acquisition is implemented as a scheme
`or as a share purchase.
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`The parties structured the transaction to provide for the distribution of Verizon shares to Vodafone’s shareholders
`because Verizon did not want Vodafone to be the sole holder of the Verizon shares to be issued in the transaction. In
`addition, as set out on page 24, Vodafone requested the use of a scheme of arrangement as it provides a well-
`established structure for returning value to shareholders, and Vodafone has informed Verizon that Vodafone intends to
`return 71% of the net proceeds of the transaction (including the Verizon shares constituting the stock consideration) to
`its shareholders.
`
`Reorganization (page 34)
`Vodafone has agreed to effect a reorganization of the assets and liabilities held under Holdco prior to the closing of the
`transaction, which we refer to as the Reorganization, so that (i) at closing, the only equity interests held directly or
`indirectly by Holdco will be equity interests in another purchased entity or in Verizon Wireless, (ii) Verizon will not
`acquire any assets other than those assets Verizon has expressly agreed to acquire and (iii) Verizon will not assume
`any liabilities other than those liabilities Verizon has expressly agreed to assume.
`
`As part of the Reorganization, the equity interests of certain non-U.S. entities currently held under Holdco will be sold
`in exchange for consideration including a note payable by Vodafone. The Reorganization will involve a series of steps
`as a result of which the purchased entities will be left with no assets or liabilities other than (i) the 45% interest in
`Verizon Wireless; (ii) the VAI preferred stock; (iii) the note payable by Vodafone, which will be exchanged for (at or
`immediately after completion of the Verizon Wireless transaction pursuant to the terms of the stock purchase
`agreement) a note of the same amount and on similar terms issued by Verizon to the Seller, which will remain
`outstanding after the closing as a Verizon intercompany note held by one of the purchased entities; (iv) certain
`payables and receivables owed between the purchased entities and (v) cash in the amount of $250 million.
`
`As further discussed under the heading “The Transaction—Indemnification—Indemnification of Verizon,” Vodafone
`has agreed to indemnify Verizon, its affiliates and their respective representatives against any losses actually incurred
`or suffered in connection with, arising out of or resulting from, among other things, the Reorganization and all assets
`and liabilities of the purchased entities other than those that Verizon agreed to acquire or assume as assets and
`liabilities of the purchased entities following the Reorganization.
`
`Omnitel Transaction (page 35)
`As part of the total transaction consideration, Verizon, through a subsidiary, has agreed to transfer the Omnitel interest
`to a subsidiary of Vodafone pursuant to a separate share purchase agreement, which we refer to as the Omnitel share
`purchase agreement. Following this transfer, Vodafone will indirectly own 100% of the interests in Omnitel. The
`completion of the Verizon Wireless transaction is a condition to the completion of the Omnitel transaction, but
`completion of the Omnitel transaction is not a condition to completion of the Verizon Wireless transaction. It is
`currently expected that the Omnitel transaction will close concurrently with the Verizon Wireless transaction.
`
`If the Omnitel transaction does not close concurrently with the Verizon Wireless transaction, Verizon has agreed to
`issue a note to Seller in the amount of $3.5 billion. This note, which we call the Omnitel note, will be surrendered to
`the selling Verizon subsidiary upon completion of the Omnitel transaction in payment for the Omnitel interest. If the
`Omnitel transaction has not been completed by the second anniversary of the completion of the Verizon Wireless
`transaction, either party may terminate the Omnitel share purchase agreement. The Omnitel note would mature upon
`termination of the Omnitel share purchase agreement and may be settled in cash, shares of Verizon common stock or a
`combination thereof, at Verizon’s election.
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`Accounting Treatment of the Transaction (page 55)
`In accordance with Accounting Standards Codification (ASC) Topic 810, Consolidation, the transaction will be
`accounted for as an equity transaction. Remeasurement of assets and liabilities of previously controlled and
`consolidated subsidiaries will not be permitted. The carrying amount of the noncontrolling interest will be adjusted to
`reflect the change in Verizon’s ownership interest in Verizon Wireless. Any difference between the fair value of the
`consideration paid and the amount by which the noncontrolling interest is adjusted will be recognized in equity
`attributable to Verizon.
`
`Certain United States Federal Income Tax Consequences to U.S. Holders (page 52)
`For United States federal income tax purposes, Vodafone shareholders’ receipt of cash and the Verizon common stock
`to be paid as stock consideration will be treated as a dividend to the extent paid out of Vodafone’s current or
`accumulated earnings and profits, as determined under United States federal income tax principles, and the Vodafone
`share capital consolidation will not result in gain or loss for United States federal income tax purposes, except to the
`extent of any cash received with respect to any fractional entitlement. For more information, see “Certain United
`States Federal Income Tax Consequences to U.S. Holders.”
`
`Shareholder Approvals (page 35)
`As a condition to completion of the transaction, Verizon shareholders must approve the issuance of the stock
`consideration, which we call the share issuance, by the affirmative vote of a majority of the votes cast at the Verizon
`special meeting of shareholders to be held in connection with the transaction or any adjourned or postponed meeting,
`which we refer to as the Verizon special meeting. In connection with the transaction, Verizon is also seeking
`shareholder approval of an amendment to its restated certificate of incorporation, which we refer to as its charter, to
`provide for an increase in the number of authorized shares of Verizon common stock, which requires the affirmative
`vote of a majority of all the outstanding shares of Verizon common stock entitled to vote at the special meeting.
`Shareholder approval of the proposal to amend Verizon’s charter is not a condition to completion of the transaction.
`
`As of December 5, 2013, Verizon’s directors and executive officers and their affiliates collectively had the right to
`vote less than 1% of the Verizon common stock outstanding and entitled to vote at the special meeting. Verizon
`currently expects that Verizon’s directors and executive officers will vote their shares of Verizon common stock in
`favor of each of the proposals to be considered at the special meeting, although none of them has entered into any
`agreements obligating them to do so.
`
`In connection with the transaction, certain Vodafone shareholder approvals are being sought. As a condition to
`completion of the transaction, Vodafone shareholders must approve a series of resolutions related to the sale of all of
`the issued and outstanding capital stock of Holdco and the purchase of the Omnitel interest, which we call the
`Vodafone sale resolutions. These resolutions must be approved by holders of a majority of the Vodafone ordinary
`shares voting on the relevant res