Verizon Completes Spin-Off of Local Exchange and Related Businesses in Maine, New...
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Verizon Completes Spin-Off of Local Exchange and Related Businesses in Maine,
New Hampshire and Vermont
Spinco Then Merged With FairPoint Communications, Resulting in FairPoint
Shares Issued to Verizon Stockholders of Record on March 7
NEW YORK, March 31 /PRNewswire/ -- Verizon Communications Inc. (NYSE: VZ)
today announced the completion of the spin-off of the shares of Northern New
England Spinco Inc. (Spinco) to Verizon stockholders. Spinco held specified
assets and liabilities that were used in Verizon's local exchange business and
related activities in Maine, New Hampshire and Vermont. Immediately following
the spin-off, Spinco merged with FairPoint Communications, Inc. (NYSE: FRP),
resulting in Verizon stockholders collectively owning approximately 60 percent
of FairPoint common stock.
Verizon stockholders are receiving one share of FairPoint common stock for
every 53.0245 shares of Verizon common stock they owned as of March 7, 2008.
This is equivalent to 0.0189 shares of FairPoint common stock for each share
of Verizon common stock owned as of March 7, 2008. FairPoint will pay cash
in lieu of any fraction of a share of FairPoint common stock.
As a result of the transaction, the intercompany indebtedness of Verizon
New England Inc., an indirect wholly-owned subsidiary of Verizon, will be
reduced by slightly more than $500 million, and Verizon's external
indebtedness is expected to be reduced by approximately $1.4 billion.
No Effect on Verizon Stock Certificates
Holders of Verizon common stock are not required to pay for any shares of
FairPoint common stock they receive in this transaction, and they also retain
all of their shares of Verizon common stock. This means that Verizon
stockholders are not being asked to surrender their shares of Verizon common
stock in the spin-off or the merger, or return their Verizon stock
certificates. Two-Way Trading in Verizon Common Stock Continues
Through Close of Business Today
Beginning March 5 and continuing through the close of business today,
there have been two markets in Verizon common stock on the New York Stock
Exchange: a "regular way" market (which included the right to receive shares
of Spinco common stock to be converted to FairPoint common stock) and an "ex-
distribution" market (which excluded this right, under the ticker symbol "VZ
wi").
Verizon has been advised by the NYSE that regular way trading under the
symbol "VZ" includes the right to receive Spinco common stock through the
close of business today. Similarly, when-issued trading in Verizon common
stock under the symbol "VZ wi" will continue on the NYSE through the close of
business today. As a result, if a Verizon stockholder sells shares of Verizon
common stock under the symbol "VZ" through the close of business today, the
Verizon stockholder will continue to be selling both his or her shares of
Verizon common stock and the associated right to receive shares of FairPoint
common stock in the merger of Spinco and FairPoint.
For further information, see the Current Report on Form 8-K filed by
Spinco with the Securities and Exchange Commission on Feb. 29, 2008, and
available online at www.sec.gov.
Verizon Communications Inc. (NYSE: VZ), headquartered in New York, is a
leader in delivering broadband and other wireline and wireless communication
innovations to mass market, business, government and wholesale customers.
Verizon Wireless operates America's most reliable wireless network, serving
nearly 66 million customers nationwide. Verizon's Wireline operations include
Verizon Business, which delivers innovative and seamless business solutions to
customers around the world, and Verizon Telecom, which brings customers the
benefits of converged communications, information and entertainment services
over the nation's most advanced fiber-optic network. A Dow 30 company,
Verizon employs a diverse workforce of nearly 235,000 and last year generated
consolidated operating revenues of $93.5 billion. For more information, visit
www.verizon.com.
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.
SOURCE Verizon Communications
Bob Varettoni of Verizon Communications, +1-908-559-6388,
robert.a.varettoni@verizon.com
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