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Verizon (VZ) to create 50-50 BT joint venture and book $700–800M Q2 loss

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Verizon Communications Inc. has agreed to form a 50/50 joint venture with BT Group plc, combining both companies’ international wireline connectivity and managed network services businesses into a new entity, NewCo. Verizon will contribute the equity of certain subsidiaries and pay $625 million to NewCo, which NewCo will distribute to BT, in exchange for shares representing half of NewCo’s equity.

Verizon classified the net assets of its contributed business as assets and liabilities held for sale in the second quarter of 2026 and expects to record an estimated loss of $700 million to $800 million. The company expects this transaction to be accretive to Verizon Business Group EBITDA in the second quarter of 2026, as the contributed assets moved from Verizon Business Group to Corporate and other.

Positive

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Negative

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Insights

Verizon and BT are combining international wireline assets into a 50/50 joint venture with a sizable one-time charge.

The transaction creates NewCo, owned equally by Verizon and BT Group, pooling international wireline connectivity and managed network services. Verizon contributes business units plus a $625 million cash payment that NewCo will distribute to BT, in exchange for 50% of NewCo’s equity.

Verizon classified the contributed business as held for sale in Q2 2026 and expects a loss of $700 million to $800 million. At the same time, management expects the transaction to be accretive to Verizon Business Group EBITDA in Q2 2026, as those net assets move out of the segment into Corporate and other.

The deal remains subject to customary regulatory approvals and closing conditions, so its full operational impact will depend on timely closing and execution of the Joint Venture Agreement and related commercial and transition service arrangements disclosed in the agreement framework.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Cash payment to NewCo $625 million Verizon cash contribution for NewCo, onward distributed to BT
Estimated Q2 2026 loss $700–800 million Loss from classifying Verizon Contributed Business as held for sale
NewCo ownership split 50% Verizon / 50% BT Issued and outstanding equity interests of NewCo after transaction
EBITDA impact Accretive to EBITDA Expected effect on Verizon Business Group EBITDA in Q2 2026
Transaction Agreement financial
"Verizon entered into a Transaction Agreement with BT and Jasper NewCo Limited"
A transaction agreement is a legal contract that lays out the terms and steps for a specific business deal—such as a merger, acquisition, asset sale, financing, or securities purchase. It defines what each party must do, what is being exchanged, conditions that must be met, and how disputes are handled. For investors it matters because this document determines the rights, timing, risks, and potential payments they can expect from the deal, much like a recipe and schedule that guides a complex group project.
Joint Venture Agreement financial
"The Transaction Agreement contemplates the entry into a Joint Venture Agreement"
A joint venture agreement is a legally binding contract where two or more parties combine resources to run a specific business project or entity, spelling out who contributes what, how decisions are made, how profits and losses are shared, and how the venture can end. Investors care because the agreement determines control, financial exposure, potential returns, and exit options—much like a clear housemate contract that prevents disputes over money, chores, and belongings.
assets and liabilities held for sale financial
"the net assets representing the Verizon Contributed Business were classified as assets and liabilities held for sale"
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"This communication contains forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What joint venture did Verizon (VZ) announce with BT Group in this 8-K?
Verizon announced a 50/50 joint venture with BT Group, combining both companies’ international wireline connectivity and managed network services businesses into NewCo. Verizon and BT will each own 50% of NewCo’s issued and outstanding equity interests after closing.

How much will Verizon pay in cash as part of the BT joint venture?
Verizon will make a cash payment of $625 million to NewCo, which NewCo will onward distribute to BT. This payment, alongside each party’s contributed businesses, is exchanged for shares representing 50% of NewCo’s issued and outstanding equity interests.

What ownership stake will Verizon (VZ) hold in the new joint venture with BT?
Verizon will receive shares representing 50% of NewCo’s issued and outstanding equity interests. BT will hold the remaining 50%, giving both companies equal ownership and shared governance under the contemplated Joint Venture Agreement for the combined international wireline operations.

What financial impact does Verizon expect from classifying the contributed business as held for sale?
Verizon expects to record an estimated loss of $700 million to $800 million in the second quarter of 2026. This results from reclassifying the net assets of the Verizon Contributed Business as assets and liabilities held for sale in connection with the planned joint venture.

How will the BT joint venture affect Verizon Business Group EBITDA in Q2 2026?
Verizon expects the transaction with BT to be accretive to Verizon Business Group EBITDA in the second quarter of 2026. This reflects the reclassification of the Verizon Contributed Business, whose net assets moved from Verizon Business Group to Corporate and other after being classified as held for sale.

What conditions must be satisfied before the Verizon–BT joint venture closes?
The transaction’s consummation is subject to customary regulatory approvals and closing conditions. The Transaction Agreement also contemplates a detailed Joint Venture Agreement, ancillary commercial agreements, and transition services arrangements that will govern NewCo once these conditions are satisfied.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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: June 28, 2026

(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
1.375% 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
3.500% Notes due 2032   VZ 32B   New York Stock Exchange
3.250% Notes due 2032   VZ 32C   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
3.750% Notes due 2036   VZ 36B   New York Stock Exchange
3.750% Notes due 2037   VZ 37B   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
3.9962% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056   VZ 56   New York Stock Exchange
5.7420% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056   VZ 56A   New York Stock Exchange
4.2462% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056   VZ 56B   New York Stock Exchange
5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056   VZ 56C   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 7.01. Regulation FD Disclosure.

Joint Venture with BT Group plc

On June 28, 2026, Verizon Communications Inc., a Delaware corporation (“Verizon”), entered into a transaction agreement (the “Transaction Agreement”) with BT Group plc, a public limited company incorporated under the laws of England and Wales (“BT”), and Jasper NewCo Limited, a company incorporated under the laws of the Bailiwick of Jersey (“NewCo”). Pursuant to the Transaction Agreement, upon the terms and subject to the conditions thereof, (i) (A) Verizon will contribute the equity interests of certain of its subsidiaries that conduct Verizon’s international wireline connectivity and managed network services business (the “Verizon Contributed Business”) and (B) BT will contribute the equity interests of certain of its subsidiaries that conduct BT’s international wireline connectivity and managed network services business (the “BT Contributed Business”) to NewCo, and (ii) Verizon will make a cash payment equal to $625 million to NewCo, which NewCo will onward distribute to BT, in each case in exchange for shares representing 50% of the issued and outstanding equity interests of NewCo. The value of each of the Verizon Contributed Business and the BT Contributed Business is subject to a cash adjustment for the levels of cash, net working capital and indebtedness of the Verizon Contributed Business and the BT Contributed Business, respectively, as of transaction closing. The Transaction Agreement contemplates the entry into a Joint Venture Agreement between Verizon, BT and NewCo in respect of the governance of NewCo, on the basis of Verizon’s and BT’s equal 50% ownership, as well as certain ancillary commercial agreements and transition services arrangements.

The consummation of the transaction is subject to customary regulatory approvals and closing conditions.

Second Quarter 2026 Updates

In the second quarter of 2026, the net assets representing the Verizon Contributed Business were classified as assets and liabilities held for sale. In connection with this classification, in the second quarter of 2026, Verizon expects to record an estimated loss in the range of $700 million to $800 million.

We expect the transaction with BT to be accretive to Verizon Business Group EBITDA in the second quarter of 2026, as the net assets of the Verizon Contributed Business were classified as held for sale and moved from Verizon Business Group to Corporate and other.

In addition, as part of its ongoing transformation initiatives, Verizon expects the following items to impact its reported financial results for the second quarter of 2026:

 

  •  

As a result of continued headcount reduction initiatives, Verizon expects to record a severance charge in the range of $350 million to $450 million.

 

  •  

Verizon expects to record asset rationalization charges in the range of $200 million to $300 million predominately related to the decision to cease use of certain real estate and network assets as part of its transformation initiatives.

The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

Forward-Looking Statements

This communication contains forward-looking statements. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include those regarding our possible or assumed future results of operations and those regarding our ability to consummate the proposed transaction with BT Group plc and obtain cost savings, synergies and other anticipated benefits within the expected time period or at all. Forward-looking statements also include those preceded or followed by the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “forecasts,” “hopes,” “intends,” “plans,” “targets,” “will” or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

SIGNATURES

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: June 29, 2026     By  

/s/ William L. Horton, Jr.

      William L. Horton, Jr.
     

Senior Vice President, Deputy General Counsel and

Corporate Secretary

Source: View Original Filing on SEC EDGAR

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