UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 | Other Events. |
Verizon Communications Inc. Recommends Rejection of Mini-Tender Offer
Verizon Communications Inc. (“Verizon”) received notice of a “mini-tender” offer by Ponos Industries LLC (“Ponos”) and recommends that its stockholders reject the unsolicited offer. Pursuant to the offer, which is dated June 26, 2020, Ponos is offering to purchase up to 2,000,000 shares of Verizon common stock at $60.00 per share. While this price is above the current market price of Verizon common stock, the offer is conditioned upon the closing price of Verizon’s shares exceeding the $60.00 offer price, as noted below. The offer indicates that it will expire at 5:00 p.m., New York City time, on July 30, 2020, unless extended at the sole discretion of Ponos. Verizon is not associated with Ponos or its “mini-tender” offer.
According to guidance on the U.S. Securities and Exchange Commission (“SEC”) website at www.sec.gov/investor/pubs/minitend.htm, mini-tender offers “have been increasingly used to catch investors off guard” and investors “may end up selling their securities at below-market prices.”
Ponos, organized under the laws of the Caribbean Island of Nevis, has included in the terms of its offer a condition that the closing price of Verizon’s shares on the New York Stock Exchange on the last full trading day prior to the expiration of the offer must exceed the $60.00 offer price. As a result, unless Ponos decides to waive this condition, Verizon stockholders who tender their shares in the offer would receive a below market price for Verizon’s shares through the tender offer. The mini-tender offer is subject to numerous other conditions, including Ponos obtaining all financing necessary for the offer. There is no assurance that the conditions to the offer will be satisfied. Verizon cautions stockholders that Ponos can extend the offer and delay payment beyond the currently scheduled expiration date of July 30, 2020.
Mini-tender offers are designed to seek less than 5 percent of a company’s outstanding shares. This lets the offering company avoid many disclosure and procedural requirements that the SEC requires for tender offers.
Verizon urges investors to obtain current market quotations for their shares of common stock, consult with their financial advisors and exercise caution with respect to Ponos’ offer. Stockholders who may already have tendered their shares may withdraw them by providing the written notice described in the Ponos offering documents prior to the expiration of the offer and at other times described in the offering.
Verizon requests that a copy of this Form 8-K be included with all distributions of materials related to Ponos’ offer for shares of Verizon common stock.
Signature
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: July 10, 2020 |
By: |
/s/ William L. Horton, Jr. | ||||
William L. Horton, Jr. | ||||||
Senior Vice President, Deputy General Counsel and |