TERREMARK WORLDWIDE INC. Filed by VERIZON COMMUNICATIONS INC

Transcription

1 TERREMARK WORLDWIDE INC. Filed by VERIZON COMMUNICATIONS INC FORM SC TO-T/A (Amended tender offer statement by Third Party) Filed 03/31/11 Address ONE BISCAYNE TOWER 2 SOUTH BISCAYNE BLVD., SUITE 2800 MIAMI, FL, Telephone CIK SIC Code Telephone Communications (No Radiotelephone) Industry IT Services & Consulting Sector Technology Fiscal Year 03/31 Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) TERREMARK WORLDWIDE, INC. (Name of Subject Company (Issuer)) VERIZON HOLDINGS INC. (Offeror) a wholly-owned subsidiary of VERIZON COMMUNICATIONS INC. (Parent of Offeror) Common Stock, $.001 par value (Title of Class of Securities) (CUSIP Number of Class of Securities) William L. Horton, Jr., Esq. Senior Vice President, Deputy General Counsel and Corporate Secretary Verizon Communications Inc. 140 West Street New York, New York (212) (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: Frederick S. Green, Esq. Michael E. Lubowitz, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY (212)

3 CALCULATION OF FILING FEE Transaction Valuation(1) Amount of Filing Fee(2) $1,514,272, $175, (1) Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding (i) 67,402,815 shares of common stock of Terremark Worldwide, Inc. ( Terremark ) outstanding multiplied by the offer price of $19.00 per share, (ii) 2,030,268 shares of common stock of Terremark, which were subject to issuance pursuant to the exercise of outstanding options multiplied by $19.00, (iii) 3,168,437 unvested shares of restricted common stock of Terremark multiplied by $19.00, (iv) 2,014,750 shares of common stock of Terremark, which were subject to issuance pursuant to the exercise of outstanding warrants multiplied by $19.00 and (v) 5,082,278 shares of common stock of Terremark reserved for issuance upon the conversion of the 6.625% senior convertible notes of Terremark due 2013, which is the number of shares of common stock that may be issued under the convertible notes assuming an offer price of $19.00 per share and a closing date of March 11, Other than with respect to the number of shares of common stock of Terremark reserved for issuance upon the conversion of the 6.625% senior convertible notes of Terremark due 2013, the calculation of the filing fee is based on Terremark s representation of its capitalization as of January 26, as set forth in the Agreement and Plan of Merger, dated as of January 27, 2011 by and among Verizon Communications Inc., Verizon Holdings Inc. and Terremark. (2) The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 by multiplying the transaction value by Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $175, Filing Party: Verizon Communications Inc. and Verizon Holdings Inc. Form of Registration No.: Schedule TO Date Filed: February 10, 2011 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: Third-party tender offer subject to Rule 14d-1. Issuer tender offer subject to Rule 13e-4. Going-private transaction subject to Rule 13e-3. Amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer.

4 This Amendment No. 5 to the Tender Offer Statement on Schedule TO (this Amendment ) filed with the U.S. Securities and Exchange Commission (the SEC ) on March 30, 2011, amends and supplements the Tender Offer Statement on Schedule TO filed on February 10, 2011 (the Schedule TO ), as amended by Amendment No. 1 filed on February 18, 2011 ( Amendment No. 1 ), Amendment No. 2 filed on February 28, 2011 ( Amendment No. 2 ), Amendment No. 3 filed on March 15, 2011 ( Amendment No. 3 ) and Amendment No. 4 filed on March 30, 2011 ( Amendment No. 4 ), and relates to the offer by Purchaser (as defined below) to purchase all of the outstanding shares of common stock, par value $.001 per share (the Shares ), of Terremark Worldwide, Inc., a Delaware corporation ( Terremark ), at a purchase price of $19.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 10, 2011 (which, together with this Amendment and any previous or future amendments and supplements thereto, collectively constitute the Offer to Purchase ) and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(a) and (a)(1)(b), respectively (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the Offer ). The Schedule TO (including the Offer to Purchase) filed with the SEC by Verizon Holdings Inc., a Delaware corporation ( Purchaser ) and Verizon Communications Inc., a Delaware corporation and the sole stockholder of Purchaser ( Parent ), on February 10, 2011, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment, and the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC by Terremark on February 11, 2011, as amended on February 15, 2011, February 18, 2011, March 1, 2011, March 15, 2011 and March 30, 2011 (and any further amendments thereto), contain important information about the Offer, all of which should be read carefully by Terremark stockholders before any decision is made with respect to the Offer. The Offer is made pursuant to the Agreement and Plan of Merger, dated as of January 27, 2011, as amended on February 28, 2011, by and among Parent, Purchaser and Terremark. Documentation relating to the Offer has been mailed to Terremark stockholders and may be obtained at no charge at the website maintained by the SEC at and may also be obtained by directing a request by mail to Georgeson Inc., 199 Water Street, 26th Floor, New York, New York 10038, or by calling toll-free at (800) All information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference in answer to Items 1 through 12 in the Schedule TO (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4), except those items as to which information is specifically provided herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase. Items 1 through 11. On March 30, 2011, Parent delivered a presentation to certain industry analysts. The visual presentation materials are filed as Exhibit (a)(5)(i) to this Amendment and are incorporated by reference herein. Item 12. Exhibit Item 12 of the Schedule TO is hereby amended by adding the following exhibit thereto: Exhibit Name (a)(5)(i) 2011 Industry Analyst Meeting Presentation on March 30, 2011.

5 SIGNATURE After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Date: March 30, 2011 VERIZON COMMUNICATIONS INC. By: /s/ John W. Diercksen Name: John W. Diercksen Title: Executive Vice President Strategy, Development and Planning VERIZON HOLDINGS INC. By: /s/ John W. Diercksen Name: John W. Diercksen Title: Executive Vice President Strategy, Development and Planning

6 Exhibit(a)(5)(I) 3.0 Kerry Bailey Group President Strategy and Services Don Rippert CTO and Managing Director, Innovation, Accenture 2011 Verizon. All Rights Reserved. PTE /11

7 Verizon s Capabilities Data Centers Professional Services Security Offices in 75 countries 200 Data Centers - 5 Smart Data Centers - 19 Premium Data Centers - 17 Advanced Data Centers - >175 Standard Data Centers Over 3,000 Professional Service consultants IP Network in 2,700 cities, 159 countries #1 in Security Services Premier Global Network Service Provider Global Network Superior global assets, strong strategic position

8 The Business Strategy* Terremark + Verizon Accelerates Strategy Significant data center services Credible, capable provider of cloud services Accelerates share capture Foundation for long-term Business Strategic Objectives Compete on scale with data centers World s leading security to make the cloud enterprise grade Networks differentiate how we deliver applications, content and communicate Mobile Applications will operate in the cloud Next generation software automation to achieve efficiencies and market leading solutions *Subject to the completion of the Terremark tender offer

9 Execution of the Strategy This combination will create a tipping point for Everything as a Service through a unified enterprise IT platform and unique business cloud offerings leveraging the companies collective strengths. A Verizon Company Global portfolio of advanced voice, data, IP, IT and security solutions Leader in Infrastructure as a Service and Web Hosting Leader in Managed Security Services 19 Premium Data Centers and 5 Smart Centers in US, Europe and Asia Leading global provider of managed IT infrastructure services Innovative technology platform delivering cloud, security and managed hosting services 13 data centers in the US, Europe and Latin America Leading cloud services provider Leader in managed security services One of the largest managed hosting companies Global data center footprint Comprehensive services portfolio Agile innovator in secure IT and cloud services Unified enterprise IT platform Terremark accelerates the cloud opportunity for Verizon

10 3.0 Execution Path 1.0 Verizon Terremark The Business Expansion of CaaS with improved global reach Expand IaaS offering to include Storage Current data center capacity to meet demand Expanding offering to include v Foundational Offerings Expands presence in Govt, LATAM and SMB Expand our private cloud capability Excellence in capacity management, data center management and operations Expand Presences Business Platform Accelerates Data Center Capacity for scale Accelerates adding depth of capabilities Acceleration On-line company with API s Next Gen Automation Building next generation orchestration on Web 2.0 technologies Fabric for deploying SaaS and business applications Internal work loads for scale Mega Scale All about scale Lowest cost First business grade cloud offering Amazon like efficiencies Management at data center level Robust ISV ecosystem in place Speed to market with current offerings and converged development roadmaps. Parallel path to 3.0 development Develop 3.0 and Close Terremark Transforming the Delivery of IT

11 Verizon Terremark Assets Global Coverage Terremark Facility Verizon Facility Verizon SmartCenter Verizon 37 Global Internet Datacenters 2.5M Potential sq ft Terremark 13 Global Datacenters 1.365M Potential sq ft

12 Distinct Yet Highly Complementary Network Centric Assurance Scale Resilient Matching Quality Innovation Talent Customer Centric IT Centric Agility Flexibility Speed

13 Building the Business Service & Account Management SaaS & Apps Higher value solutions at the application layer Application enabled industry solutions New communication applications Verizon/my- VoIP Common Application Connector Framework Computing/Infrastructure-as-a-Service Colocation Data Centers Verizon/mypresence Verizon/my- LBS Managed Hosting Verizon/mycompute This is where the differentiated value proposition is created for our platform The network will separate Verizon from the over top providers at this layer Built to economies of scale Network Verizon/Terremark foundational offerings capabilities to be built

14 Verizon Global Centers Current Footprint and Planned 2011 Expansions Storage San Jose Storage Toronto Storage Stockholm Storage Frankfurt Storage Tokyo CaaS CaaS San Jose Storage Beltsville London CaaS Beltsville Storage London Storage Amsterdam CaaS Hong Kong Storage Hong Kong Storage Canberra CaaS Amsterdam CaaS Canberra

15 2011 New Solutions Private Private Implementation Services Private Managed Services Security Compliance Mobility UC&C as a Service SAP as a Service Analytics as a Service Identity and Access Management as a Service Software as a Service and Web Filtering SSL Risk and Compliance as a Service Mobile App as a Service Platform as a Service Infrastructure as a Service Computing Storage Consulting Assessment Services Design Services Implementation and Migration Services Security Services Compliance Services Mobility Services

16 Customer Seeking the Business Consumer and Commodity s Business Global Hotel Chain Multiple hotel brands, over 4,500 hotels in 100 countries Commodity cloud unable to meet requirements of business grade SLA, quality of service and network latency Enterprise Class SLA s Full Suite of IT Services Business applications Embedded security Global Industry solutions

17 Partnership Strategy Technology (Infrastructure) Partners Devices Network Storage Compute Operational Equipment Software

18 will Drive the Next Great Application Rationalization Effort Adoption Today Future Variable workloads Commodity IT Core IT Differentiated IT Systems with variability in capacity requirements E-commerce Analytics Storage Systems core to the corporate mission Company and Industry specific Customized Unique to business process Systems that create a competitive market advantage Custom Unique Corporate IP Runtime Focus on standardization and best practices - Comm s Apps - Desktop - HR systems - ERP Systems Time Integration

19 Global Software Partnership Example SAP/Verizon Portfolio Mobile Hosted SaaS Customers talking cloud Software Integration Partners Networks SAP recommends certified providers Accenture for Pro Services Mobile HQ Branch SMB

20 Value To Clients Verizon and Accenture Verizon: Global Fabric Private Network Mobility Solutions / LTE / 4G Managed security practice Global data center footprint Scalable, flexible infrastructure Large existing global client footprint Accenture: 20+ years of proven analytic capabilities Market leader for business analytics Decision process optimization Reusable analytics models library Large existing global client footprint Value to Clients: Global footprint Speed to capability Accessibility to industry experts Horizontal and vertical analytics best practices Analytics provides consumption based billing Move from capex to opex spend Innovative and iterative analytics processes Instant scalablity

21 Analytics-as-a-Service Data Sources & Services Client Data Holistic solution leveraging 20+ years of experience Decision Process Optimization Presentation Visualization Collaboration Customer Product Revenue EDW Functional Expertise Online Orders 3 rd Party Data Business Value Architect Industry / Functional Strategist Statistical Expertise Analytics Methods Insight Generation Emerging Data Analytics Solution Architect Management Scientist Applied Statistician Advanced Analytics Data Integration Proprietary Reusable Analytics Models Catalogue IT Operations Expertise Data Architect Capacity Planner Data Management Integration, Architecture & Infrastructure

22 Additional Information and Where to Find It This communication is neither an offer to purchase nor a solicitation of an offer to sell securities. Verizon through a new subsidiary, Verizon Holdings Inc. has filed a tender offer statement on Schedule TO with the SEC, which has been previously amended. Terremark stockholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9, as amended, filed by Terremark with the SEC because they contain important information about the proposed transaction. These documents are available at no charge on the SEC s website at In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents may be obtained free of charge by directing a request to Verizon at A copy of the tender offer statement and the solicitation/recommendation statement is available to all stockholders of Terremark by contacting Terremark Investor Relations at Cautionary Statement Regarding Forward-Looking Statements Certain statements in this communication regarding the proposed transaction between Verizon and Terremark, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding Verizon s and Terremark s future expectations, beliefs, goals or prospects constitute forwardlooking statements. Any statements that are not statements of historical fact (including statements containing the words believes, plans, anticipates, expects, estimates and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties ability to consummate the transaction; the timing for satisfying the conditions to the completion of the transaction, including the receipt of Terremark stockholder approval and the regulatory approvals required for the transaction; the parties ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Terremark s operations into those of Verizon or that such integration may be more difficult, timeconsuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of Terremark may be difficult; and the other factors described in Verizon s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and Terremark s Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and in its most recent quarterly report filed with the SEC. Verizon and Terremark assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.