Slaughter and May is advising Vodafone on an agreement to dispose of its US group whose principal asset is its 45% interest in Verizon Wireless ('VZW') to Verizon Communications Inc. ('Verizon'), Vodafone's joint venture partner, for a total consideration of US$130 billion (£84 billion).

The consideration, for the disposal comprises US$58.9 billion (£38.0 billion) in cash; US$60.2 billion (£38.9 billion) in Verizon shares; US$5.0 billion (£3.2 billion) in the form of Verizon loan notes; US$3.5 billion (£2.3 billion) in the form of Verizon's 23% minority interest in Vodafone Italy; and US$2.5 billion (£1.6 billion) through the assumption by Verizon of Vodafone net liabilities relating to the US Group. At completion, Vodafone shareholders are expected to receive all the Verizon shares and US$23.9 billion of cash (the 'Return of Value') totalling US$84.0 billion (£54.3 billion).

The disposal, which was announced on 2 September, is expected to complete in Q1 2014.

It is intended that the Return of Value will be implemented at completion of the Verizon disposal by way of a B share cancellation scheme to be effected by way of a Court-approved scheme of arrangement and associated reduction of capital. Vodafone also intends to effect a consolidation of its ordinary share capital to seek to maintain broad comparability of its share price before and after the Return of Value.

Goldman Sachs and UBS are acting as joint financial advisers and joint sponsors, and Citigroup is acting as Corporate Broker, to Vodafone.

Simpson Thacher are advising Vodafone on U.S. law.

CONTACTS

Corporate and Commercial: Roland Turnill (partner), Nigel Boardman (partner), Craig Cleaver (partner), Murray Cox (associate), Filippo de Falco (associate), Cat Rutter (associate), Danielle Topic (associate); Tax: Steve Edge (partner), James Hume (associate), Venetia Jennings (associate); Competition: Christopher Wright (special adviser), Scot Pettifor (associate), Emma Waterhouse (associate); Financing: Philip Snell (partner), Ed Fife (partner), Sarah John (associate), Andrew Williams (associate); Pensions and Employment: Roland Doughty (partner)

Simpson Thacher: Bill Curbow (partner)