Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the commencement of 11 separate offers to purchase for
cash any and all of the outstanding series of notes listed in the
table below (collectively, the “Notes”). We refer to each offer to
purchase a series of Notes as an “Offer” and collectively as the
“Offers.” The Offers are made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 24,
2019 relating to the Notes (the “Offer to Purchase”) and the
accompanying notice of guaranteed delivery (the “Notice of
Guaranteed Delivery,” and together with the Offer to Purchase, the
“Offer Documents”).
|
AcceptancePriority Level |
|
CUSIP Number |
|
Title of Security |
|
Principal AmountOutstanding |
|
Fixed Spread (basis
points)(1) |
|
1 |
|
92343VCZ5 |
|
4.672% notes due 2055 |
|
$3,172,131,000 |
|
+130 |
|
2 |
|
92343VCM4 |
|
5.012% notes due 2054 |
|
$1,574,144,000 |
|
+131 |
|
3 |
|
92343VDS0 |
|
5.012% notes due 2049 |
|
$3,535,114,000 |
|
+125 |
|
4 |
|
92343VDV3 |
|
5.500% notes due 2047 |
|
$1,430,580,000 |
|
+126 |
|
5 |
|
92343VCK8 |
|
4.862% notes due 2046 |
|
$4,317,480,000 |
|
+123 |
|
6 |
|
92343VCX0 |
|
4.522% notes due 2048 |
|
$4,528,159,000 |
|
+121 |
|
7 |
|
92343VBT0 |
|
6.550% notes due 2043 |
|
$1,018,898,000 |
|
+125 |
|
8 |
|
92343VDC5 |
|
4.125% notes due 2046 |
|
$1,274,054,000 |
|
+119 |
|
9 |
|
92343VBE3 |
|
4.750% notes due 2041 |
|
$710,670,000 |
|
+125 |
|
10 |
|
92343VBG8 |
|
3.850% notes due 2042* |
|
$1,006,378,000 |
|
+120 |
|
11 |
|
92343VDR2 |
|
4.812% notes due 2039 |
|
$1,582,870,000 |
|
+117 |
|
|
|
|
|
|
|
|
|
|
_______________________(1) The Total Consideration for each
series of Notes (such consideration, the “Total Consideration”)
payable per each $1,000 principal amount of such series of Notes
validly tendered for purchase will be based on the fixed spread
specified in the table above for such series of Notes, plus the
yield of the 2.875% U.S. Treasury Bond due May 15, 2049 as quoted
on the Bloomberg reference page “FIT1” as of the applicable Price
Determination Date (as defined below). The Total Consideration does
not include the applicable Accrued Coupon Payment (as defined
below), which will be payable in cash in addition to the applicable
Total Consideration.
* Denotes a series of Notes for which the calculation of the
applicable Total Consideration may be performed using the present
value of such Notes as determined at the applicable Price
Determination Date as if the principal amount of such Notes had
been due on the Par Call Date (as defined in the Offer to
Purchase).
The Offers will each expire at 5:00 p.m. (Eastern
time) on October 31, 2019, unless extended or earlier terminated
(such date and time with respect to an Offer, as the same may be
extended with respect to such Offer, the “Expiration Date”). Notes
may be validly withdrawn at any time at or prior to 5:00 p.m.
(Eastern time) on October 31, 2019, unless extended or earlier
terminated (such date and time with respect to an Offer, as the
same may be extended with respect to such Offer, the “Withdrawal
Date”), but not thereafter, unless extended by Verizon. The
“Settlement Date” is expected to be the third business day after
the applicable Expiration Date, or November 5, 2019, unless
extended with respect to any Offer.
Upon the terms and subject to the conditions set forth in the
Offer Documents, holders who (i) validly tender Notes at or prior
to the applicable Expiration Date or (ii) validly tender their
Notes at or prior to the applicable guaranteed delivery date
pursuant to the guaranteed delivery procedures, and whose Notes are
accepted for purchase by us, will receive the applicable Total
Consideration for each $1,000 principal amount of such Notes in
cash on the applicable Settlement Date. Promptly after 11:00 a.m.
(Eastern time) on October 31, 2019, unless extended with respect to
any Offer (such date and time with respect to an Offer, as the same
may be extended with respect to such Offer, the “Price
Determination Date”), Verizon will issue a press release
specifying, among other things, the Total Consideration for each
series of Notes validly tendered and accepted.
In addition to the applicable Total Consideration, holders whose
Notes are accepted for purchase will receive a cash payment equal
to the accrued and unpaid interest on such Notes from and including
the immediately preceding interest payment date for such Notes to,
but excluding, the applicable Settlement Date (the “Accrued Coupon
Payment”). Interest will cease to accrue on the applicable
Settlement Date for all Notes accepted in the Offers, including
those tendered through the guaranteed delivery procedures.
The Offers are subject to the terms and conditions described in
the Offer Documents, including, among other things, the Maximum
Total Consideration Condition (as described below). Verizon
reserves the right, subject to applicable law, to waive any and all
conditions to any Offer, including the Maximum Total Consideration
Condition.
Verizon’s obligation to complete an Offer with respect to a
particular series of Notes is conditioned on the aggregate Total
Consideration for the Offers, excluding the Accrued Coupon Payment,
not exceeding $4,600,000,000 (the “Cash Cap”), unless waived by
Verizon as provided in the Offer to Purchase. If at the Expiration
Date for a particular Offer, the aggregate Total Consideration
payable for such series of validly tendered Notes (together with
the aggregate Total Consideration payable after accepting for
tender and paying for all validly tendered Notes of each series
with a higher Acceptance Priority Level (as set forth in the table
above) is greater than the Cash Cap, then Verizon will not be
obligated to accept for purchase such series of Notes and may
terminate the Offer with respect to such series of Notes and each
series of Notes with a lower Acceptance Priority Level (as set
forth in the table above) (the “Maximum Total Consideration
Condition”). All validly tendered Notes of a series having a higher
Acceptance Priority Level will be accepted before all validly
tendered Notes of a series having a lower Acceptance Priority Level
are accepted.
Verizon has retained Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan
Stanley & Co. LLC to act as lead dealer managers for the Offers
and BofA Securities, Inc., Loop Capital Markets LLC, Wells Fargo
Securities, LLC, Academy Securities Inc., R. Seelaus & Co., LLC
and The Williams Capital Group, L.P. to act as co-dealer managers
for the Offers. Questions regarding terms and conditions of the
Offers should be directed to Citigroup at (800) 558-3745
(toll-free) or (212) 723-6106 (collect), Credit Suisse at (800)
820-1653 (toll-free) or (212) 325-2476 (collect), J.P. Morgan at
(866) 834-4666 (toll-free) or (212) 834-4811 (collect) or Morgan
Stanley at (800) 624-1808 (toll-free) or (212) 761-1057
(collect).
Global Bondholder Services Corporation will act as the Tender
Agent and the Information Agent for the Offers. Questions or
requests for assistance related to the Offers or for additional
copies of the Offer Documents may be directed to Global Bondholder
Services Corporation at (866) 470-4300 (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 Offers. The Offer Documents can be accessed at the
following link http://www.gbsc-usa.com/Verizon/.
If Verizon terminates any Offer with respect to one or more
series of Notes, it will give prompt notice to the Tender Agent or
Information Agent, as applicable, 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 (as defined below) will be released.
Holders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes as to
when such intermediary would need to receive instructions from a
beneficial owner in order for that holder to be able to participate
in, or withdraw their instruction to participate in the Offers
before the deadlines specified herein and in the Offer to Purchase.
The deadlines set by any such intermediary and The Depository Trust
Company (“DTC”) for the submission and withdrawal of tender
instructions will also be earlier than the relevant deadlines
specified herein and in the Offer to Purchase.
Today, Verizon also commenced separate tender offers for 20
other series of its, and its various subsidiaries’, outstanding
notes that are not subject to the Offers described in this press
release (the “20 Business Day Tender Offers”). The 20 Business Day
Tender Offers are separate and distinct from the Offers made in the
Offer to Purchase, and neither the Offers nor the 20 Business Day
Tender Offers are conditioned upon the consummation of the
other.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Notes. The Offers are being made solely
pursuant to the Offer to Purchase. The Offers 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 to be
made by a licensed broker or dealer, the 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 has 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
communication 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.
In particular, this communication is only addressed to and
directed at: (A) in any Member State of the European Economic Area,
qualified investors in that Member State as defined in Regulation
(EU) 2017/1129 and (B) (i) persons that are outside the United
Kingdom or (ii) persons in the United Kingdom 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 within
Article 43 of the Financial Promotion Order or 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 to other persons to whom it may otherwise lawfully be
communicated by virtue of an exemption to Section 21(1) of the FSMA
or otherwise in circumstances where it does not apply (such persons
together being “relevant persons”). Any person who is not a
relevant person should not act or rely on any document relating to
the Offers or any of their contents.
Cautionary Statement Regarding
Forward-Looking Statements
In this communication Verizon has 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
that could cause actual results to differ materially from those
currently anticipated. Factors that could materially affect these
forward-looking statements can be found in the Offer to Purchase
under the heading “Risk Factors” and in our periodic reports filed
with the SEC. 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 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
Wilkens201-572-9317eric.wilkens@verizon.com
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