Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the commencement of private offers to exchange the 10
outstanding series of notes listed in the table below and maturing
from 2025 through 2028 (collectively, the “Old Notes”), in each
case, for newly issued notes of Verizon due 2035 (the “New Notes”)
(the “Exchange Offers”), on the terms and subject to the conditions
set forth in an offering memorandum dated July 22, 2024 (the
“Offering Memorandum”). The Offering Memorandum and the
accompanying eligibility letter constitute the “Exchange Offer
Documents”. Only holders who have duly completed and returned an
eligibility letter certifying that they are either (1) “qualified
institutional buyers” (“QIBs”) (as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”)) or (2)
non-“U.S. persons” (as defined in Rule 902 under the Securities
Act) located outside of the United States and who are not acting
for the account or benefit of a U.S. Person and are “Non-U.S.
qualified offerees” (as defined in the eligibility letter) are
authorized to receive the Offering Memorandum and to participate in
the Exchange Offers (each such holder, an “Eligible Holder”).
The Exchange Offers will expire at 5:00 p.m. (New York City
time) on August 19, 2024, unless extended or earlier terminated
(such date and time with respect to an Exchange Offer, as the same
may be extended with respect to such Exchange Offer, the
“Expiration Date”). To be eligible to receive the applicable Total
Exchange Price (as defined below), which includes the applicable
Early Participation Payment (as defined below), Eligible Holders
must validly tender their Old Notes at or prior to 5:00 p.m. (New
York City time) on August 2, 2024, unless extended or earlier
terminated (such date and time with respect to an Exchange Offer,
as the same may be extended with respect to such Exchange Offer,
the “Early Participation Date”). Eligible Holders who validly
tender their Old Notes after the applicable Early Participation
Date, but at or prior to the applicable Expiration Date, will be
eligible to receive the applicable Exchange Price for any such
series accepted, which is equal to the Total Exchange Price minus
the applicable Early Participation Payment. Verizon will pay both
the Total Exchange Price and the Exchange Price by issuing the
applicable principal amount of New Notes. All Eligible Holders
whose Old Notes are accepted in an Exchange Offer will also receive
a cash payment equal to the accrued and unpaid interest on such Old
Notes to, but excluding, the relevant settlement date (as described
below) (the “Accrued Coupon Payment”) in addition to the Total
Exchange Price or Exchange Price, as applicable, payable for such
Old Notes. The Accrued Coupon Payment for any Old Notes exchanged
for New Notes at the Final Settlement Date (as defined below), if
any, will be reduced to offset any interest accrued on such New
Notes from the applicable Early Settlement Date (as defined below),
as further described in the Offering Memorandum.
Old Notes may be validly withdrawn at any time at or prior to
5:00 p.m. (New York City time) on August 2, 2024, unless extended
or earlier terminated, but not thereafter.
Verizon is offering to accept for exchange validly tendered Old
Notes using a “waterfall” methodology under which such Old Notes of
different series will be accepted in the order of their respective
Acceptance Priority Levels as listed in the table below, subject to
a $2.5 billion cap on the maximum aggregate principal amount of New
Notes that Verizon will issue in all of the Exchange Offers (the
“New Notes Cap”). However, subject to applicable law, Verizon, in
its sole discretion, has the option to waive or increase the New
Notes Cap at any time.
The Exchange Offers are subject to the terms and conditions
described in the Offering Memorandum, including (i) the Acceptance
Priority Procedures (as described below) and (ii) the New Notes
Cap. In addition, the Exchange Offers are subject to a minimum
issue requirement, pursuant to which at the Early Participation
Date, the aggregate principal amount of New Notes to be issued on
the Early Settlement Date must be at least $500 million (the
“Minimum Issue Requirement”). Verizon may not waive the Minimum
Issue Requirement.
Provided that all conditions to the Exchange Offers have been
satisfied or waived by Verizon by the applicable Early
Participation Date, all Old Notes validly tendered at or prior to
the applicable Early Participation Date and accepted for exchange
in such Exchange Offers will be settled on the fifth business day
after the applicable Early Participation Date (the “Early
Settlement Date”). The “Final Settlement Date,” if any, is the date
on which Verizon will settle all Old Notes validly tendered and
accepted for exchange in such Exchange Offers, and not previously
settled on the Early Settlement Date. The Final Settlement Date is
expected to be the second business day after the applicable
Expiration Date, unless extended with respect to any Exchange
Offer.
Exchange Offers
On the terms and subject to the conditions set forth in the
Offering Memorandum, Verizon is offering to exchange the following
outstanding notes for the New Notes in an aggregate principal
amount not to exceed the New Notes Cap (subject to any waiver or
increase in such New Notes Cap at Verizon’s discretion) as
described below:
Acceptance Priority Level |
CUSIP Number(s) |
Title of Security |
Principal Amount Outstanding |
Early Participation
Payment(1) |
Reference U.S. Treasury
Security(2) |
Bloomberg Reference Page |
Fixed Spread (basis points)
(2) |
Floating Rate Note Total Exchange
Price(3) |
1 |
92343VEN0/ 92343VEB6/ U9221AAY4 |
3.376% notes due 2025 |
$1,339,761,000 |
$50 |
2.000% due Feb. 15, 2025 |
FIT3 |
+0 |
N/A |
2 |
92343VEP5 |
Floating Rate notes due 2025 |
$889,448,000 |
$50 |
N/A |
N/A |
N/A |
$1,008.30 |
3 |
92343VFS8 |
0.850% notes due 2025 |
$1,404,030,000 |
$50 |
4.500% due Nov. 15, 2025 |
FIT4 |
+10 |
N/A |
4 |
92343VGG3 |
1.450% notes due 2026 |
$1,916,467,000 |
$50 |
4.625% due Mar. 15, 2026 |
FIT4 |
+20 |
N/A |
5 |
92343VGE8 |
Floating Rate notes due 2026 |
$526,229,000 |
$50 |
N/A |
N/A |
N/A |
$1,013.20 |
6 |
92343VDD3 |
2.625% notes due 2026 |
$1,869,415,000 |
$50 |
4.625% due Jun. 30, 2026 |
FIT1 |
+30 |
N/A |
7 |
92343VDY7 |
4.125% notes due 2027 |
$3,250,000,000 |
$50 |
4.375% due Jul. 15, 2027 |
FIT1 |
+45 |
N/A |
8 |
92343VFF6 |
3.000% notes due 2027 |
$750,000,000 |
$50 |
4.375% due Jul. 15, 2027 |
FIT1 |
+45 |
N/A |
9 |
92343VER1/ 92343VEQ3/ U9221ABK3 |
4.329% notes due 2028 |
$4,199,647,000 |
$50 |
4.250% due Jun. 30, 2029 |
FIT1 |
+55 |
N/A |
10 |
92343VGH1 |
2.100% notes due 2028 |
$2,829,602,000 |
$50 |
4.250% due Jun. 30, 2029 |
FIT1 |
+55 |
N/A |
(1) |
Payable in principal amount of New Notes, as part of the applicable
Total Exchange Price, per each $1,000 principal amount of the
specified series of Old Notes validly tendered at or prior to the
applicable Early Participation Date and accepted for exchange (the
“Early Participation Payment”). The total consideration for each
$1,000 principal amount of each series of Old Notes validly
tendered at or prior to the applicable Early Participation Date is
referred to as the “Total Exchange Price” for such series. Eligible
Holders who validly tender Old Notes of a series after the
applicable Early Participation Date, but at or prior to the
applicable Expiration Date, will receive the exchange consideration
for any such series accepted by us, which is equal to the Total
Exchange Price minus the applicable Early Participation Payment
(with respect to such series, the “Exchange Price”). |
(2) |
The Total Exchange Price payable
per each $1,000 principal amount of a series of Old Notes validly
tendered for exchange other than the Floating Rate Notes (as
defined below) (the “Fixed Rate Notes”) will be payable in a
specified principal amount of New Notes and will be based on the
fixed spread specified in the table above (the “Fixed Spread”) for
the applicable series of Fixed Rate Notes, plus the yield of the
specified Reference U.S. Treasury Security for that series (as
quoted on the applicable Bloomberg Reference Page listed in the
table above) as of 10:00 a.m. (New York City time) on August 5,
2024, unless extended with respect to the applicable Exchange Offer
(such date and time with respect to an Exchange Offer, as the same
may be extended with respect to such Exchange Offer, the “Price
Determination Date”). The Total Exchange Price does not include the
applicable Accrued Coupon Payment, which will be payable in cash in
addition to the applicable Total Exchange Price. |
(3) |
The Total Exchange Price payable
per each $1,000 principal amount of floating rate notes due 2025
and floating rate notes due 2026 (the “Floating Rate Notes”)
validly tendered for exchange, which is inclusive of the applicable
Early Participation Payment, will be payable in a specified
principal amount of New Notes. Any Floating Rate Notes validly
tendered after the applicable Early Participation Date, but at or
prior to the applicable Expiration Date, and accepted by us, will
receive the Exchange Price, which is equal to the Total Exchange
Price listed above for the Floating Rate Notes minus the applicable
Early Participation Payment. |
Subject to the satisfaction or waiver of the conditions of the
Exchange Offers, the “Acceptance Priority Procedures” will operate
as follows:
- first, if the aggregate Total Exchange Price of all Old Notes
validly tendered at or prior to the applicable Early Participation
Date by Eligible Holders does not exceed the New Notes Cap, then
Verizon will accept all such Old Notes. However, if the aggregate
Total Exchange Price of all Old Notes validly tendered at or prior
to the applicable Early Participation Date by Eligible Holders
exceeds the New Notes Cap (subject to any increase or waiver in
such New Notes Cap at Verizon’s discretion), then Verizon will (i)
accept for exchange all validly tendered Old Notes of each series
starting at the highest Acceptance Priority Level (level 1) and
moving sequentially to Old Notes of each series having a lower
Acceptance Priority Level (the lowest of which is level 10) until
the aggregate Total Exchange Price of all validly tendered Old
Notes of a series, combined with the aggregate Total Exchange Price
of all accepted Old Notes of series with higher Acceptance Priority
Levels, is as close as possible to, but does not exceed, the New
Notes Cap, (ii) accept on a prorated basis validly tendered Old
Notes of the series with the next lower Acceptance Priority Level
and (iii) not accept for exchange (x) any such Old Notes of a
series with an Acceptance Priority Level below the prorated series
or (y) any Old Notes validly tendered after the applicable Early
Participation Date; and
- second, if the New Notes Cap is not exceeded at the applicable
Early Participation Date, Verizon will repeat the steps described
in the prior bullet using the Exchange Price with respect to Old
Notes validly tendered after the applicable Early Participation
Date, but at or prior to the applicable Expiration Date, in order
to determine the aggregate principal amount of such Old Notes that
Verizon will accept for exchange. All Old Notes, regardless of
Acceptance Priority Level, that are validly tendered at or prior to
the applicable Early Participation Date will have priority over any
Old Notes validly tendered after the applicable Early Participation
Date.
The New Notes will mature on February 15, 2035 and will bear
interest at a rate per annum (the “New Notes Coupon”) that will be
equal to the sum of (a) the yield of the 4.375% U.S. Treasury
Security due May 15, 2034, as calculated by the lead dealer
managers in accordance with standard market practice and as
described in the Offering Memorandum, plus (b) 100 basis points,
such sum rounded to the third decimal place when expressed as a
percentage. Pursuant to the Minimum Issue Requirement, Verizon will
not complete the Exchange Offers if the aggregate principal amount
of New Notes to be issued on the Early Settlement Date would be
less than $500 million.
Promptly after the Price Determination Date, Verizon will issue
a press release specifying, among other things, (i) the Exchange
Offer Yield (as defined in the Offering Memorandum) and the Total
Exchange Price for each series of Fixed Rate Notes, (ii) the New
Notes Coupon, (iii) the aggregate principal amount of Old Notes
validly tendered at or prior to the applicable Early Participation
Date and accepted for exchange in each Exchange Offer, (iv) the
proration factor (if any) to be applied and (v) the aggregate
principal amount of New Notes to be issued on the applicable Early
Settlement Date.
Registration of the New Notes
If and when issued, the New Notes will not be registered under
the Securities Act or any other laws. Therefore, the New Notes may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws. Verizon
will enter into a registration rights agreement with respect to the
New Notes.
Global Bondholder Services Corporation will act as the
Information Agent and the Exchange Agent for the Exchange Offers.
Questions or requests for assistance related to the Exchange
Offers, including for assistance in completing an eligibility
letter, or for additional copies of the Exchange Offer Documents
may be directed to Global Bondholder Services Corporation at (855)
654-2015 (toll free) or (212) 430-3774 (collect). You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offers. The
eligibility letter for the Exchange Offers can be accessed at the
following link https://www.gbsc-usa.com/eligibility/verizon.
If Verizon terminates any Exchange Offer with respect to one or
more series of Old Notes, it will give prompt notice to the
Exchange Agent and all Old Notes tendered pursuant to such
terminated Exchange Offer will be returned promptly to the
tendering holders thereof. With effect from such termination, any
Old Notes blocked in the Depositary Trust Company (“DTC”) will be
released.
Eligible Holders are advised to check with any bank,
securities broker or other intermediary through which they hold Old
Notes as to when such intermediary would need to receive
instructions from a holder in order for that holder to be able to
participate in, or (in the circumstances in which revocation is
permitted) revoke their instruction to participate in the Exchange
Offers before the deadlines specified herein and in the Exchange
Offer Documents. The deadlines set by any such intermediary and
each clearing system for the submission and withdrawal of exchange
instructions will also be earlier than the relevant deadlines
specified herein and in the Exchange Offer Documents.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Old Notes. The Exchange Offers are being made
solely pursuant to the Offering Memorandum and related documents.
The Exchange Offers are not being made to holders of Old 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 Exchange Offers to be made by a
licensed broker or dealer, the Exchange Offers 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.
This communication and any other documents or materials relating
to the Exchange Offers have not been approved by an authorized
person for the purposes of Section 21 of the Financial Services and
Markets Act 2000, as amended (the “FSMA”). Accordingly, this
announcement is not being distributed to, and must not be passed on
to, persons within the United Kingdom save in circumstances where
section 21(1) of the FSMA does not apply. Accordingly, this
communication is only addressed to and directed at persons who are
outside the United Kingdom and (i) persons falling within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Financial Promotion Order”)), or (ii)
within Article 43 of the Financial Promotion Order, or (iii) high
net worth companies and other persons to whom it may lawfully be
communicated falling within Article 49(2)(a) to (d) of the
Financial Promotion Order, or (iv) to whom an invitation or
inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to be
communicated (such persons together being “relevant persons”). The
New Notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such New
Notes will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on any document
relating to the Exchange Offers or any of their contents.
This communication and any other documents or materials relating
to the Exchange Offer are only addressed to and directed at persons
in member states of the European Economic Area (the “EEA”), who are
“Qualified Investors” within the meaning of Article 2(e) of
Regulation (EU) 2017/1129. The New Notes are only available to, and
any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such New Notes, will be engaged in only with,
Qualified Investors. The Exchange Offer is only available to
Qualified Investors. None of the information in the Offering
Memorandum and any other documents and materials relating to the
Exchange Offer should be acted upon or relied upon in any member
state of the EEA by persons who are not Qualified Investors.
Cautionary statement regarding
forward-looking statements
In this communication Verizon has made
forward-looking statements, including regarding the conduct and
completion of the Exchange Offers. 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,” “assume,”
“believe,” “expect,” “plan,” “appear,” “project,” “estimate,”
“hope,” “intend,” “target,” “forecast,” 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 that could cause actual results to differ materially
from those currently anticipated, including those discussed in the
Offering Memorandum under the heading “Risk Factors” and under
similar headings in other documents that are incorporated by
reference in the Offering Memorandum. Eligible Holders are urged to
consider these risks and uncertainties 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 Verizon undertakes 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. Verizon cannot assure you that projected results
or events will be achieved.
Media contact:
Eric Wilkens201-572-9317 eric.wilkens@verizon.com
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