UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: August 10, 2023

(Date of earliest event reported)

 

Verizon Communications Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		1-8606		23-2259884
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1095 Avenue of the Americas New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.10		VZ		New York Stock Exchange
Common Stock, par value $0.10		VZ		The Nasdaq Global Select Market
1.625% Notes due 2024		VZ 24B		New York Stock Exchange
4.073% Notes due 2024		VZ 24C		New York Stock Exchange
0.875% Notes due 2025		VZ 25		New York Stock Exchange
3.25% Notes due 2026		VZ 26		New York Stock Exchange
1.375% Notes due 2026		VZ 26B		New York Stock Exchange
0.875% Notes due 2027		VZ 27E		New York Stock Exchange
1.375% Notes due 2028		VZ 28		New York Stock Exchange
1.125% Notes due 2028		VZ 28A		New York Stock Exchange
2.350% Fixed Rate Notes due 2028		VZ 28C		New York Stock Exchange
1.875% Notes due 2029		VZ 29B		New York Stock Exchange
0.375% Notes due 2029		VZ 29D		New York Stock Exchange
1.250% Notes due 2030		VZ 30		New York Stock Exchange
1.875% Notes due 2030		VZ 30A		New York Stock Exchange
4.250% Notes due 2030		VZ 30D		New York Stock Exchange
2.625% Notes due 2031		VZ 31		New York Stock Exchange
2.500% Notes due 2031		VZ 31A		New York Stock Exchange
3.000% Fixed Rate Notes due 2031		VZ 31D		New York Stock Exchange
0.875% Notes due 2032		VZ 32		New York Stock Exchange
0.750% Notes due 2032		VZ 32A		New York Stock Exchange
1.300% Notes due 2033		VZ 33B		New York Stock Exchange
4.75% Notes due 2034		VZ 34		New York Stock Exchange
4.750% Notes due 2034		VZ 34C		New York Stock Exchange
3.125% Notes due 2035		VZ 35		New York Stock Exchange
1.125% Notes due 2035		VZ 35A		New York Stock Exchange
3.375% Notes due 2036		VZ 36A		New York Stock Exchange
2.875% Notes due 2038		VZ 38B		New York Stock Exchange
1.875% Notes due 2038		VZ 38C		New York Stock Exchange
1.500% Notes due 2039		VZ 39C		New York Stock Exchange
3.50% Fixed Rate Notes due 2039		VZ 39D		New York Stock Exchange
1.850% Notes due 2040		VZ 40		New York Stock Exchange
3.850% Fixed Rate Notes due 2041		VZ 41C		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01. Other Events.

Verizon Communications Inc. (“Verizon”) received notice of a “mini-tender” offer by TRC Capital Investment Corporation (“TRC Capital”) and recommends that its stockholders reject the unsolicited offer. Pursuant to the offer, which is dated August 2, 2023, TRC Capital is offering to purchase up to 3 million shares of Verizon common stock at $31.95 per share (the “Offer Price”). The Offer Price is approximately 4.43% lower than the closing price of Verizon common stock on the New York Stock Exchange on August 1, 2023, the last trading day prior to the date of the offer. Verizon is not associated with TRC Capital or its “mini-tender” offer.

According to guidance on the U.S. Securities and Exchange Commission (“SEC”) website, mini-tender offers “have been increasingly used to catch investors off guard” and investors “may end up selling their securities at below-market prices.” Verizon stockholders who tender their shares in the offer will receive a price below the current market price of Verizon common stock.

Mini-tender offers 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 quotes for their shares of common stock, consult with their financial advisors and exercise caution with TRC Capital’s offer. Stockholders who already tendered their shares may withdraw them by providing the written notice described in the TRC Capital offering documents before the expiration of the offer and at other times described in the offering.

Verizon requests that a copy of this 8-K be included with all distributions of materials related to TRC Capital’s 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, thereunto duly authorized.

 

						Verizon Communications Inc.
						(Registrant)
Date: August 10, 2023						/s/ William L. Horton, Jr.
						William L. Horton, Jr.
						Senior Vice President, Deputy General Counsel and Corporate Secretary