SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 3)

TERREMARK WORLDWIDE, INC.

(Name of Subject Company (Issuer))

VERIZON HOLDINGS INC.

(Offeror)

a wholly-owned subsidiary of

VERIZON COMMUNICATIONS INC.

(Parent of Offeror)

Common Stock, $.001 par value

(Title of Class of Securities)

881448203

(CUSIP Number of Class of Securities)

William L. Horton, Jr., Esq.

Senior Vice President, Deputy General Counsel and Corporate Secretary

Verizon Communications Inc.

140 West Street

New York, New York 10007

(212) 395-1000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Frederick S. Green, Esq.

Michael E. Lubowitz, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$1,514,272,412.00	$175,807.03

(1) Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding (i) 67,402,815 shares of common stock of Terremark Worldwide, Inc. (“Terremark”) outstanding multiplied by the offer price of $19.00 per share, (ii) 2,030,268 shares of common stock of Terremark, which were subject to issuance pursuant to the exercise of outstanding options multiplied by $19.00, (iii) 3,168,437 unvested shares of restricted common stock of Terremark multiplied by $19.00, (iv) 2,014,750 shares of common stock of Terremark, which were subject to issuance pursuant to the exercise of outstanding warrants multiplied by $19.00 and (v) 5,082,278 shares of common stock of Terremark reserved for issuance upon the conversion of the 6.625% senior convertible notes of Terremark due 2013, which is the number of shares of common stock that may be issued under the convertible notes assuming an offer price of $19.00 per share and a closing date of March 11, 2011. Other than with respect to the number of shares of common stock of Terremark reserved for issuance upon the conversion of the 6.625% senior convertible notes of Terremark due 2013, the calculation of the filing fee is based on Terremark’s representation of its capitalization as of January 26, 2011. as set forth in the Agreement and Plan of Merger, dated as of January 27, 2011 by and among Verizon Communications Inc., Verizon Holdings Inc. and Terremark.

(2) The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 by multiplying the transaction value by 0.00011610.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	$175,807.03	Filing Party:	Verizon Communications Inc. and Verizon Holdings Inc.
Form of Registration No.:	Schedule TO	Date Filed:	February 10, 2011

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x Third-party tender offer subject to Rule 14d-1.

¨ Issuer tender offer subject to Rule 13e-4.

¨ Going-private transaction subject to Rule 13e-3.

¨ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2011, amends and supplements the Tender Offer Statement on Schedule TO filed on February 10, 2011 (the “Schedule TO”), as amended by Amendment No. 1 filed on February 18, 2011 (“Amendment No. 1”) and Amendment No. 2 filed on February 28, 2011 (“Amendment No. 2”), and relates to the offer by Purchaser (as defined below) to purchase all of the outstanding shares of common stock, par value $.001 per share (the “Shares”), of Terremark Worldwide, Inc., a Delaware corporation (“Terremark”), at a purchase price of $19.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 10, 2011 (which, together with this Amendment and any previous or future amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Schedule TO (including the Offer to Purchase) filed with the SEC by Verizon Holdings Inc., a Delaware corporation (“Purchaser”) and Verizon Communications Inc., a Delaware corporation and the sole stockholder of Purchaser (“Parent”), on February 10, 2011, as amended by Amendment No. 1, Amendment No. 2 and this Amendment, and the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC by Terremark on February 11, 2011, as amended on February 15, 2011, February 18, 2011 and March 1, 2011 (and any further amendments thereto), contain important information about the Offer, all of which should be read carefully by Terremark stockholders before any decision is made with respect to the Offer. The Offer is made pursuant to the Agreement and Plan of Merger, dated as of January 27, 2011, as amended on February 28, 2011 (and any further amendments thereto), by and among Parent, Purchaser and Terremark.

Documentation relating to the Offer has been mailed to Terremark stockholders and may be obtained at no charge at the website maintained by the SEC at www.sec.gov and may also be obtained by directing a request by mail to Georgeson Inc., 199 Water Street, 26th Floor, New York, New York 10038, or by calling toll-free at (800) 903-2897.

All information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference in answer to Items 1 through 12 in the Schedule TO (as amended by Amendment No. 1 and Amendment No. 2), except those items as to which information is specifically provided herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

Items 1 through 11.

The Offer to Purchase is hereby amended by:

A. Adding the following text:

“On March 15, 2011, Purchaser extended the Expiration Date of the Offer until 12:00 midnight, New York City time, on Thursday, March 31, 2011. The Expiration Date may be further extended as described in this Offer to Purchase. The Depositary has indicated that, as of the close of business on March 14, 2011, 23,196,845 Shares had been validly tendered and not withdrawn pursuant to the Offer, representing approximately 32.85% of the outstanding Shares. The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(G) and is incorporated by reference herein.”

B. Amending and supplementing the information set forth in Section 16 of the Offer to Purchase entitled “Certain Legal Matters; Regulatory Approvals” by adding the following text as a new final paragraph under the heading “Antitrust Compliance”:

“On Monday, March 14, 2011, Parent received from the Antitrust Division a second request for information under the HSR Act with respect to the purchase of Shares pursuant to the Offer and the Merger. As a result of the request for additional information, the waiting period under the HSR Act will be extended until 11:59 P.M., New York City time, ten (10) days after Parent’s substantial compliance with such request. Parent intends to cooperate with the Antitrust Division to comply promptly with the second request for information. In addition, Terremark has informed Parent that it has also received a second request for information under the HSR Act with respect to Purchaser’s purchase of Shares pursuant to the Offer and the Merger and that it intends to cooperate with the Antitrust Division to comply promptly with the delivery of all requested information.

The press release issued by Parent on March 15, 2011 announcing receipt of the request for additional information is filed as Exhibit (a)(5)(G) hereto and is incorporated by reference herein.”

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Item 12.

Item 12 of the Schedule TO is hereby amended by adding the following exhibit thereto:

Exhibit	Exhibit Name
(a)(5)(G)	Press Release issued by Parent on March 15, 2011.

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SIGNATURE

After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

VERIZON COMMUNICATIONS INC.
By:	/s/ John W. Diercksen
	Name:	John W. Diercksen
	Title:	Executive Vice President – Strategy,
		Development and Planning
VERIZON HOLDINGS INC.
By:	/s/ John W. Diercksen
	Name:	John W. Diercksen
	Title:	Executive Vice President – Strategy,
		Development and Planning

Date: March 15, 2011

EX-99.(A)(5)(G)

Exhibit (a)(5)(G)

NEWS RELEASE

FOR IMMEDIATE RELEASE	Media contact:
March 15, 2011	Peter Lucht
	617-743-6809
	peter.lucht@verizon.com

Verizon Extends Tender Offer for Shares of Terremark Worldwide, Inc. to March 31, 2011

NEW YORK – Verizon Communications Inc. (NYSE, NASDAQ: VZ) today announced that it has extended its tender offer for all outstanding shares of Terremark Worldwide, Inc. (NASDAQ: TMRK). The tender offer is now scheduled to expire at midnight Eastern time on Thursday, March 31, 2011, unless extended in accordance with the terms of the definitive agreement and the applicable rules and regulations of the Securities and Exchange Commission.

The tender offer, for $19.00 per share in cash without interest and less any required withholding taxes, is being made by Verizon Holdings Inc., a wholly owned subsidiary of Verizon, pursuant to a previously announced Agreement and Plan of Merger, dated Jan. 27, 2011, as amended, by and among Verizon, Verizon Holdings Inc. and Terremark.

Verizon News Release

Verizon also announced that yesterday it received from the U.S. Department of Justice a second request for information under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Verizon will cooperate with the Department of Justice to comply promptly with the second request for information.

The tender offer is subject to customary conditions, including the acquisition by Verizon of a majority of the outstanding shares of Terremark common stock on a fully diluted basis; the expiration or termination of the statutory waiting period under the HSR Act and upon the other conditions described in the offer to purchase, the related letter of transmittal, and other tender offer materials that Verizon filed with the Securities and Exchange Commission on Feb. 10, 2011 (as amended). Any additional extension of the tender offer will be followed as promptly as practicable by public announcement thereof, and such announcement will be made no later than 9 a.m. Eastern time on the next business day after the previously scheduled expiration date.

The depositary for the tender offer has advised that, as of the close of business on March 14, 2011, approximately 23,196,845 shares were validly tendered and not withdrawn, representing approximately 32.85 percent of all outstanding shares of Terremark common stock.

Verizon Communications Inc. (NYSE, NASDAQ:VZ), headquartered in New York, is a global leader in delivering broadband and other wireless and wireline communications services to mass market, business, government and wholesale customers. Verizon Wireless operates America’s most reliable wireless network, serving 94.1 million customers nationwide. Verizon also provides converged communications, information and entertainment services over America’s most advanced fiber-optic network, and delivers innovative, seamless business solutions to customers around the world. A Dow 30 company, Verizon employs a diverse workforce of more than 194,000 and last year generated consolidated revenues of $106.6 billion. For more information, visit www.verizon.com.

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VERIZON’S ONLINE NEWS CENTER: Verizon news releases, executive speeches and biographies, media contacts, high-quality video and images, and other information are available at Verizon’s News Center on the World Wide Web at www.verizon.com/news. To receive news releases by e-mail, visit the News Center and register for customized automatic delivery of Verizon news releases.

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Verizon News Release

Additional Information and Where to Find It

This release is neither an offer to purchase nor a solicitation of an offer to sell securities. Verizon – through a new subsidiary, Verizon Holdings Inc. – has filed a tender offer statement on Schedule TO with the SEC, which has been previously amended. Terremark stockholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9, as amended, filed by Terremark with the SEC because they contain important information about the proposed transaction. These documents are available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents may be obtained free of charge by directing a request to Verizon at 212-395-1525. A copy of the tender offer statement and the solicitation/recommendation statement is available to all stockholders of Terremark by contacting Terremark Investor Relations at 305-860-7822.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed transaction between Verizon and Terremark, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding Verizon’s and Terremark’s future expectations, beliefs, goals or prospects constitute forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties’ ability to consummate the transaction; the timing for satisfying the conditions to the completion of the transaction, including the receipt of Terremark stockholder approval and the regulatory approvals required for the transaction; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Terremark’s operations into those of Verizon or that such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of Terremark may be difficult; and the other factors described in Verizon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and Terremark’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and in its most recent quarterly report filed with the SEC. Verizon and Terremark assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

The Depositary for the tender offer is Computershare Trust Company, N.A. The Information Agent for the tender offer is Georgeson Inc. The tender offer materials may be obtained at no charge by directing a request by mail to Georgeson Inc., 199 Water Street, 26th Floor, New York, New York 10038 or by calling toll-free at (800) 903-2897, and may also be obtained at no charge at www.verizon.com and the website maintained by the SEC at www.sec.gov. Additionally, any questions related to the tender offer may be directed to Georgeson Inc. at the mailing address or telephone number provided above.

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