Item 1.02. Termination of a Material Definitive Agreement.
To the extent required by Item 1.02 of Form 8-K, the disclosures included in
Item 2.01 of this Current Report on Form 8-K with respect to the termination of
the Alliance Agreement (as defined below) and the Investment Agreement (as
defined below) are incorporated by reference into this Item 1.02.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 21, 2014, Verizon Communications Inc. ("Verizon") completed its
acquisition of Vodafone Group Plc's ("Vodafone") indirect 45% interest in Cellco
Partnership d/b/a Verizon Wireless (the "Partnership"), in accordance with the
stock purchase agreement (the "Stock Purchase Agreement"), dated September 2,
2013, as amended on December 5, 2013, by and among Verizon, Vodafone and
Vodafone 4 Limited (such amendment, the "First Amendment"). The Partnership was
formed as a joint venture between Verizon and Vodafone in April 2000 by the
combination of the U.S. wireless operations and interests of Verizon and
In consideration for Vodafone's indirect 45% interest in the Partnership,
Verizon (i) paid approximately $58.9 billion in cash (the "Cash Consideration"),
(ii) issued 1,274,764,121 shares of Verizon's common stock, par value $0.10 per
share, (iii) issued senior unsecured Verizon notes in an aggregate principal
amount of $5.0 billion, (iv) sold Verizon's indirect 23.1% interest in Vodafone
Omnitel N.V., valued at $3.5 billion and (v) provided other consideration of
approximately $2.5 billion.
This description of the Stock Purchase Agreement and the First Amendment
contained in this Item 2.01 does not purport to be complete and is qualified in
its entirety by reference to the Stock Purchase Agreement and the First
Amendment, which are incorporated by reference as Exhibit 2.1 and Exhibit 2.2 to
this Current Report on Form 8-K, and are incorporated herein by reference.
Verizon used proceeds of capital markets transactions occurring in September
2013 and February 2014, as well as $6.6 billion borrowed on February 21, 2014
under its Term Loan Credit Agreement, dated October 1, 2013, for the payment of
the Cash Consideration and related fees and expenses.
In connection with the completion of the acquisition, Verizon and Vodafone have
terminated, as of February 21, 2014, the U.S. Wireless Alliance Agreement
between Vodafone (successor to Vodafone AirTouch Plc) and Verizon (successor to
Bell Atlantic Corporation), dated as of September 21, 1999 (as amended, the
"Alliance Agreement"), and the Investment Agreement between Vodafone (successor
to Vodafone AirTouch Plc), Verizon (successor to Bell Atlantic Corporation) and
the Partnership, dated April 3, 2000 (as amended, the "Investment Agreement").
The Alliance Agreement, including the form of the Investment Agreement, was
filed as Exhibit 10 to Verizon's Quarterly Report on Form 10-Q for the period
ended September 30, 1999.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
2.1 Stock Purchase Agreement, dated as of September 2, 2013, among Verizon
Communications Inc., Vodafone Group Plc and Vodafone 4 Limited (incorporated by
reference to Exhibit 2.1 to Verizon's Form 8-K filed on September 3, 2013).
2.2 First Amendment to the Stock Purchase Agreement, dated as of December 5, 2013,
among Verizon Communications Inc., Vodafone Group Plc and Vodafone 4 Limited
(incorporated by reference to Annex B to the prospectus forming part of
Amendment No. 3 to Verizon's Registration Statement on Form S-4 filed on
December 10, 2013).