Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: April 8, 2019

(Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Delaware   1-8606   23-2259884

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

1095 Avenue of the Americas
New York, New York
(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))

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 or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01

Other Events.

On April 8, 2019, Verizon Communications Inc. (“Verizon”) closed the sale of €1,250,000,000 aggregate principal amount of its 0.875% Notes due 2027, €1,250,000,000 aggregate principal amount of its 1.250% Notes due 2030 and £500,000,000 aggregate principal amount of its 2.500% Notes due 2031, pursuant to a purchase agreement for debt securities with Barclays Bank PLC, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and the other several purchasers named therein. The notes were sold pursuant to an effective shelf registration statement on Form S-3 (Reg. No. 333-213439), which became effective upon filing with the Securities and Exchange Commission on September 1, 2016 (the “Registration Statement”).

This Current Report on Form 8-K is being filed for the purpose of filing the forms of notes as Exhibits to the Registration Statement and such Exhibits are hereby incorporated by reference into the Registration Statement.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits




4.1    Form of Global Note representing Verizon’s 0.875% Notes due 2027.
4.2    Form of Global Note representing Verizon’s 1.250% Notes due 2030.
4.3    Form of Global Note representing Verizon’s 2.500% Notes due 2031.


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.


Date: April 8, 2019     By:  

/s/ William L. Horton, Jr.

      Name: William L. Horton, Jr.
      Title: Senior Vice President, Deputy General Counsel and Corporate Secretary