TIDMVZC
Verizon announces tender offers for 34 tranches of notes issued by Verizon and
its subsidiaries
NEW YORK, March 4, 2016 -- Verizon Communications Inc. ("Verizon") (NYSE,
NASDAQ: VZ; LSE: VZC) today announced the commencement of three concurrent, but
separate, tender offers on behalf of itself and certain of its subsidiaries, to
purchase for cash (1) any and all of the Group 1 Any and All Notes listed below
(the "Group 1 Any and All Offer"), (2) any and all of the Group 2 Any and All
Notes listed below (the "Group 2 Any and All Offer") and (3) up to $4.0 billion
aggregate purchase price, excluding accrued and unpaid interest and any fees or
commissions (the "Waterfall Cap"), of the Waterfall Notes listed below (the
"Waterfall Offer," and together with the Group 1 Any and All Offer and the
Group 2 Any and All Offer, the "Offers"). Verizon concurrently is soliciting
consents (the "Consent Solicitation") from holders of each series of the Group
1 Any and All Notes to adopt an amendment to the indenture governing the Group
1 Any and All Notes.
Group 1 Any and Group 1 Any and All CUSIP Principal Bloomberg UST Reference Security Fixed Spread Early Hypothetical
All Offer Notes Amount Reference (Basis Points) Tender Total
Outstanding Page Premium1 Consideration2
Issuer
Verizon Communications Inc. 2.50% Notes due 2016 92343VBN3 $2,182,335,000 FIT3 0.875% due Sep. 15, 2016 30 $30 $ 1,007.41
Verizon Communications Inc. 2.00% Notes due 2016 92343VBD5 $1,250,000,000 FIT3 0.375% due Oct. 31, 2016 20 $30 $ 1,006.89
Verizon Communications Inc. 6.35% Notes due 2019 92343VAV6 $1,750,000,000 FIT5 1.500% due Mar. 31, 2019 75 $30 $ 1,132.29
Group 2 Any and All Group 2 Any and All Notes CUSIP Principal Bloomberg UST Reference Security Fixed Early Hypothetical
Offer Amount Reference Spread Tender Total
Outstanding Page (Basis Premium1 Consideration2
Subsidiary Issuer Points)
Verizon Delaware LLC 8.375% Debentures due 2019 252759AL9 $15,000,000 FIT1 0.750% due Feb. 15, 2019 180 $50 $ 1,181.74
Verizon Delaware LLC 8.625% Debentures due 2031 252759AM7 $15,000,000 FIT1 1.625% due Feb. 15, 2026 330 $50 $ 1,368.27
Verizon Maryland LLC 8.00% Debentures due 2029* 165069AP0 $50,000,000 FIT1 1.625% due Feb. 15, 2026 305 $50 $ 1,303.88
Verizon Maryland LLC 8.30% Debentures due 2031* 165069AQ8 $100,000,000 FIT1 1.625% due Feb. 15, 2026 315 $50 $ 1,350.11
Verizon Maryland LLC 5.125% Debentures due 2033 92344WAB7 $350,000,000 FIT1 3.000% due Nov. 15, 2045 235 $50 $ 1,010.77
Verizon New England Inc. 7.875% Debentures due 2029* 644239AY1 $348,965,000 FIT1 1.625% due Feb. 15, 2026 330 $50 $ 1,264.12
Verizon New Jersey Inc. 8.00% Debentures due 2022 645767AY0 $200,000,000 FIT1 1.125% due Feb. 28, 2021 230 $50 $ 1,237.78
Verizon New Jersey Inc. 7.85% Debentures due 2029* 645767AW4 $148,935,000 FIT1 1.625% due Feb. 15, 2026 285 $50 $ 1,313.94
Verizon New York Inc. 6.50% Debentures due 2028 650094CJ2 $100,000,000 FIT1 1.625% due Feb. 15, 2026 295 $50 $ 1,153.88
Verizon New York Inc. 7.375% Debentures due 2032 92344XAB5 $500,000,000 FIT1 3.000% due Nov. 15, 2045 280 $50 $ 1,200.13
Verizon Pennsylvania LLC 6.00% Debentures due 2028 07786DAA4 $125,000,000 FIT1 1.625% due Feb. 15, 2026 295 $50 $ 1,112.68
Verizon Pennsylvania LLC 8.35% Debentures due 2030 078167AZ6 $174,975,000 FIT1 1.625% due Feb. 15, 2026 330 $50 $ 1,326.81
Verizon Pennsylvania LLC 8.75% Debentures due 2031 078167BA0 $125,000,000 FIT1 1.625% due Feb. 15, 2026 345 $50 $ 1,359.29
Verizon Virginia LLC 7.875% Debentures due 2022 165087AN7 $100,000,000 FIT1 1.125% due Feb. 28, 2021 215 $50 $ 1,226.97
Verizon Virginia LLC 8.375% Debentures due 2029 165087AL1 $100,000,000 FIT1 1.625% due Feb. 15, 2026 320 $50 $ 1,322.34
Waterfall Offer
Waterfall Notes CUSIP(s)/ Principal Bloomberg UST Reference Security Fixed Early Hypothetical
Issuer ISIN Amount Reference Spread Tender Total
Outstanding Page (Basis Premium1 Consideration2
Acceptance Points)
Priority
Levels
1 Verizon Communications Inc. 8.95% Notes due 2039 92343VAR5 $353,376,000 FIT1 3.000% due Nov. 15, 2045 255 $50 $ 1,493.22
2 Alltel Corporation 7.875% Debentures due 2032 020039DC4 $451,801,000 FIT1 3.000% due Nov. 15, 2045 235 $50 $ 1,313.08
3 Verizon Communications Inc. 7.75% Notes due 2032 92344GAS5 $250,785,000 FIT1 3.000% due Nov. 15, 2045 230 $50 $ 1,305.37
4 Verizon Communications Inc. 7.35% Notes due 2039 92343VAU8 $480,330,000 FIT1 3.000% due Nov. 15, 2045 255 $50 $ 1,281.66
5 GTE Corporation 6.94% Debentures due 2028 362320BA0 $800,000,000 FIT1 1.625% due Feb. 15, 2026 240 $50 $ 1,251.19
6 GTE Corporation 8.75% Debentures due 2021* 362320AT0 $300,000,000 FIT1 1.125% due Feb. 28, 2021 150 $50 $ 1,301.98
7 Verizon Communications Inc. 7.75% Notes due 2030 92344GAM8/ $1,206,196,000 FIT1 1.625% due Feb. 15, 2026 245 $50 $ 1,372.06
92344GAC0/
USU92207AC07
8 Verizon Communications Inc. 6.55% Notes due 2043 92343VBT0 $6,585,304,000 FIT1 3.000% due Nov. 15, 2045 220 $50 $ 1,251.06
9 Verizon Communications Inc. 6.40% Notes due 2033 92343VBS2 $2,195,974,000 FIT1 3.000% due Nov. 15, 2045 210 $50 $ 1,190.23
10 Alltel Corporation 6.80% Debentures due 2029 020039AJ2 $234,621,000 FIT1 1.625% due Feb. 15, 2026 245 $50 $ 1,247.89
11 Verizon Communications Inc. 6.90% Notes due 2038 92343VAP9 $476,578,000 FIT1 3.000% due Nov. 15, 2045 250 $50 $ 1,224.40
12 Verizon Communications Inc. 6.250% Notes due 2037 92343VAF1 $750,000,000 FIT1 3.000% due Nov. 15, 2045 240 $50 $ 1,149.96
13 Verizon Communications Inc. 6.40% Notes due 2038 92343VAK0 $866,375,000 FIT1 3.000% due Nov. 15, 2045 250 $50 $ 1,158.45
14 Verizon Communications Inc. 5.85% Notes due 2035 92344GAX4 $1,500,000,000 FIT1 3.000% due Nov. 15, 2045 220 $50 $ 1,120.91
15 Verizon Communications Inc. 6.00% Notes due 2041 92343VAW4 $1,000,000,000 FIT1 3.000% due Nov. 15, 2045 235 $50 $ 1,137.12
16 Verizon Communications Inc. 5.15% Notes due 2023 92343VBR4 $8,516,519,000 FIT1 1.625% due Feb. 15, 2026 110 $50 $ 1,146.04
(1) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn
at or prior to the Early Participation Time.
(2) Per $1,000 principal amount of Notes, assuming that the Reference Yield (as
defined in the Offer to Purchase) had been measured at 11:00 a.m., New York
City time, on March 3, 2016 and assuming a hypothetical settlement date of
April 4, 2016. The hypothetical Total Consideration includes the Early Tender
Premium and excludes accrued and unpaid interest.
* Denotes a series of Notes, a portion of which is held in physical certificated
form (such portion, the "Certificated Notes") and is not held through The
Depository Trust Company ("DTC"). Such Certificated Notes may only be tendered
in accordance with the terms and conditions of the Letter of Transmittal (as
defined in the Offer to Purchase). With respect to the Certificated Notes, all
references to the Offer to Purchase herein shall also include the Letter of
Transmittal.
Pursuant to the Consent Solicitation, Verizon is soliciting consents from
holders of each series of the Group 1 Any and All Notes to amend the indenture
governing the Group 1 Any and All Notes (the "Verizon Communications
Indenture") in order to shorten the minimum period for giving notice to holders
of such series of Group 1 Any and All Notes of a redemption from 30 days to
three business days prior to a redemption date (the "Proposed Amendment").
March 04, 2016 13:09 ET (18:09 GMT)
such same waiver, extension, termination, or other amendment to such other
Offer or the Consent Solicitation with respect to such other series of Notes.
If Verizon makes a material change in the terms of an Offer or the Consent
Solicitation with respect to one or more series of Notes, Verizon will
disseminate additional materials or, if appropriate, issue a press release
setting forth such changes, and will extend the affected Offers or the Consent
Solicitation with respect to such affected Notes to the extent required by law.
If Verizon terminates any Offer with respect to one or more series of Notes, it
will give prompt notice to the Depositary, and all Notes tendered pursuant to
such terminated Offer will be returned promptly to the tendering holders
thereof. With effect from such termination, any Notes blocked in DTC will be
released or returned in the case of any tendered Certificated Notes.
Verizon has retained Goldman, Sachs & Co., RBC Capital Markets, LLC and
Santander Investment Securities Inc. to act as lead dealer managers (together,
the "Lead Dealer Managers") for the Offers and as lead solicitation agents for
the Consent Solicitation (together the "Lead Solicitation Agents") and
Mitsubishi UFJ Securities (USA), Inc., CastleOak Securities, L.P., Drexel
Hamilton, LLC, Samuel A. Ramirez & Company, Inc. and Siebert Brandford Shank &
Co., L.L.C. to act as co-dealer managers (the "Co-Dealer Managers" and together
with the Lead Dealer Managers, the "Dealer Managers") and co-solicitation
agents (the "Co-Solicitation Agents" and together with the Lead Solicitation
Agents, the "Solicitation Agents") in connection with the Offers and the
Consent Solicitation. Global Bondholder Services Corporation will act as the
Information Agent and the Depositary for the Offers and the Consent
Solicitation. Questions regarding terms and conditions of the Offers or the
Consent Solicitation should be directed to Goldman, Sachs & Co. at (800)
828-3182 (toll-free) or (212) 357-1039 (collect), RBC Capital Markets, LLC at
(877) 381-2099 (toll-free) or (212) 618-7822 (collect) or Santander Investment
Securities Inc. at 855-404-3636 (toll-free) or 212-940-1442 (collect).
Requests for documentation or for assistance with the procedures for tendering
Notes should be directed to Global Bondholder Services Corporation at (866)
470-3800 (toll-free) or (212) 430-3774 (collect).
This announcement is for informational purposes only. This announcement is not
an offer to purchase or a solicitation of an offer to purchase or a
solicitation of consents with respect to any Notes. The Offers and the Consent
Solicitation are being made solely pursuant to the Offer to Purchase and
related documents. The Offers and the Consent Solicitation are not being made
to holders of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or other laws
of such jurisdiction. In any jurisdiction in which the securities laws or blue
sky laws require the Offers and the Consent Solicitation to be made by a
licensed broker or dealer, the Offers and the Consent Solicitation will be
deemed to be made on behalf of Verizon by the Dealer Managers or one or more
registered brokers or dealers that are licensed under the laws of such
jurisdiction.
Verizon Communications Inc. (NYSE, Nasdaq: VZ) employs a diverse workforce of
177,700 and generated nearly $132 billion in 2015 revenues. Verizon operates
America's most reliable wireless network, with more than 112 million retail
connections nationwide. Headquartered in New York, the company also provides
communications and entertainment services over America's most advanced
fiber-optic network, and delivers integrated business solutions to customers
worldwide.
Cautionary Statement Regarding Forward-Looking Statements
In this communication we have made forward-looking statements. These
forward-looking statements are not historical facts, but only predictions and
generally can be identified by use of statements that include phrases such as
"will," "may," "should," "continue," "anticipate," "believe," "expect," "plan,"
"appear," "project," "estimate," "intend," or other words or phrases of similar
import. Similarly, statements that describe our objectives, plans or goals
also are forward-looking statements. These forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
materially from those currently anticipated. Factors that could materially
affect these forward-looking statements can be found in our periodic reports
filed with the SEC. Eligible holders are urged to consider these factors
carefully in evaluating the forward-looking statements and are cautioned not to
place undue reliance on these forward-looking statements. The forward-looking
statements included in this press release are made only as of the date of this
press release, and we undertake no obligation to update publicly these
forward-looking statements to reflect new information, future events or
otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events might or might not occur. We cannot assure you that
projected results or events will be achieved.
VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches and
biographies, media contacts and other information are available at Verizon's
online News Center at www.verizon.com/news/. News releases are also available
through an RSS feed. To subscribe, visit www.verizon.com/about/rss-feeds/.
Media contact:
Bob Varettoni
908-559-6388
robert.a.varettoni@verizon.com
SOURCE: Verizon
END
(END) Dow Jones Newswires
March 04, 2016 13:09 ET (18:09 GMT)
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