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[Vodafone and Verizon] The nitty-gritty on Vodafone/Verizon - II

A key driver in Vodafone’s quest to find a solution to the long-running tensions over Verizon Wireless, the 45/55 joint venture with Verizon Communications, has been Vodafone’s desire to get cash out of the American mobile business.

Verizon, as the majority partner, has insisted to date that Wireless should repay all inter-company debt before it distributes profits. But for Vodafone the need to show that the venture has tangible financial value has become acute, with rebel shareholders pressing for a sale or refinancing of the American mobile holding.

So a put option, giving Vodafone the right to extract up to $10bn from Verizon Wireless by reducing its stake, has taken on special importance for chief executive Arun Sarin — especially since the option finally expires on August 8.

Sources say that it was a recent examination of the alternatives surrounding this option which morphed into the latest discussions on whether Vodafone could bid for Verizon in its entirety - a move that was later dismissed by Vodafone on Monday, despite the company having conducted some detailed scenario planning.

Until Monday, the existence of the option was not widely known outside the spectrum of mobile investment specialists. But even those who were up to speed have largely ignored the agreement, the assumption being that since reducing its stake in Verizon Wireless would trigger a hefty tax charge, Vodafone would not exercise the option.

In fact, financiers with a close knowledge of the matter have told FT Alphaville that some $7.5bn of the $10bn option agreement is covered by a special arrangement known as a leveraged partnership disposition - a tax avoidance mechanism designed to defer capital gains tax on the $7.5bn for eight years.

What is more, Vodafone’s tax advisers have told the company that despite the LPD’s apparent eight-year shelf life, they believe capital gains on the $7.5bn can be avoided indefinitely - so long as the company does reduce its holding in Verizon Wireless any further.

On top of this, the Vodafone camp believe that in certain circumstances they could force a general revaluation of Verizon Wireless, triggering a special tax-related distribution to the partners. Vodafone’s share of this is put at between $9bn and $14bn - meaning Vodafone may have the power to trigger payments worth up to $20bn, which could then be re-distributed to impatient shareholders.

John Mayo and other pesky shareholders in Vodafone should perhaps sit up and take notice.

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