NEW YORK, Aug. 14, 2017 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced
that it is increasing, with respect to the Offers (as defined
below), the New Notes Cap (as defined in Verizon's press release
announcing the Offers, dated July 31, 2017 (the "Launch Press
Release")) from $4.0 billion to
$4,016,261,000, such that all Old
Notes (as defined below) validly tendered and not validly withdrawn
as of the Early Participation Date will be accepted in the Exchange
Offers (as defined below). The Cash Cap (as defined in the Launch
Press Release) had previously been increased to $3.0 billion, as announced in Verizon's
press release, dated August 7, 2017.
In addition, Verizon today announced the accepted amounts and
pricing terms of its previously announced offers, for its own
account and on behalf of its wholly-owned subsidiary, GTE LLC, to
purchase the outstanding series of notes listed below (the "Old
Notes") for (i) cash (the "Cash Offers") or (ii) newly
issued debt securities of Verizon (the "New Notes") (and additional
cash amounts for specified series of Old Notes) (the "Exchange
Offers" and, together with the Cash Offers, the "Offers"), in each
case on the terms and subject to the conditions set forth in the
Tender and Exchange Offer Statement dated July 31, 2017, such
terms as amended by this press release and Verizon's press release
dated August 7, 2017 (the "Tender and Exchange Offer
Statement" and, together with the accompanying letter of
transmittal and eligibility letter, the "Offer Documents"). Verizon
today also announced the accepted amounts and pricing terms of its
previously announced separate cash tender offers, for its own
account and on behalf of certain of its wholly-owned subsidiaries,
to purchase 29 other series of their outstanding notes. The cash
tender offers are separate and distinct from the Offers, and
neither the Offers nor the separate cash tender offers are
conditioned upon the consummation of the other such offer.
The Early Participation Date was 5:00 p.m. (New York City time) on August 11,
2017. Withdrawal rights for each Offer expired at
5:00 p.m. (New York City
time) on August 11, 2017. The Offers will expire at
11:59 p.m. (New York City time) on August 25, 2017 unless extended or earlier
terminated by Verizon.
As previously announced, all conditions to the Offers were
deemed satisfied or waived by Verizon by the Early Participation
Date and the Minimum Issue Requirement (as defined in the Launch
Press Release) was met as of the Early Participation
Date.
Also as previously announced, Verizon has elected to exercise
its right to settle early all Old Notes validly tendered at or
prior to the Early Participation Date and accepted for purchase,
and the "Early Settlement Date" will be August 16, 2017. Since the aggregate purchase
price of all Old Notes (excluding cash payments equal to accrued
and unpaid interest on such Old Notes to, but not including, the
Early Settlement Date (the "Accrued Coupon Payments")) validly
tendered at or prior to the Early Participation Date and accepted
for purchase in the Cash Offers will meet the Cash Cap, there will
be no Final Settlement Date (as defined in the Launch Press
Release) with respect to the Cash Offers, and no additional tenders
of Old Notes will be accepted for purchase in the Cash Offers after
the Early Participation Date. In addition, since the
aggregate principal amount of New Notes to be issued in exchange
for Old Notes validly tendered at or prior to the Early
Participation Date and accepted for purchase in the Exchange Offers
will meet the New Notes Cap, there will be no Final Settlement Date
with respect to the Exchange Offers, and no additional tenders of
Old Notes will be accepted for purchase by Verizon in the Exchange
Offers after the Early Participation Date.
The tables below indicate, among other things, the aggregate
principal amount of Old Notes accepted in each Offer, the proration
factor (if any) for the Old Notes with respect to each Cash Offer,
the Offer Yield (as defined below) and Fixed Rate Note Total
Consideration (as defined below) for each series of Fixed Rate
Notes (as defined below), as calculated at 11:00 a.m. (New York
City time) today, August 14, 2017 (the "Price
Determination Date") in accordance with the terms of the Tender and
Exchange Offer Statement, and the New Notes coupon:
|
Pricing
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Composition of
Fixed Rate Note Total Consideration for the Exchange
Offers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceptance Priority
Level
|
CUSIP
Number
|
Issuer
|
Title of
Security
|
Principal
Amount
Outstanding
|
Principal Amount
Tendered as of the Early Participation Date under the Cash
Offers(1)
|
Proration Factor
for the Cash Offers(2)
|
Principal Amount
Accepted under the Cash Offers(3)
|
Principal Amount
Tendered as of the Early Participation Date under the Exchange
Offers(4)
|
Principal Amount
Accepted under the Exchange
Offers(5)
|
Offer
Yield(6)
|
Floating Rate Note
Total Consideration(7)
|
Fixed Rate Note
Total Consideration(8)
|
New Notes
Amount(9)
|
Cash
Amount(10)
|
|
Floating Rate
Notes
|
|
|
1
|
92343VBM5
|
Verizon
Communications Inc.
|
Floating Rate Notes
due 2018
|
$1,750,000,000
|
$1,027,499,000
|
100.00%
|
$1,027,499,000
|
$304,240,000
|
$304,240,000
|
N/A
|
$1,020.00
|
N/A
|
$1,020.00
|
N/A
|
|
2
|
92343VCA0
|
Verizon
Communications Inc.
|
Floating Rate Notes
due 2019
|
$500,000,000
|
$262,442,000
|
100.00%
|
$262,442,000
|
$8,835,000
|
$8,835,000
|
N/A
|
$1,012.50
|
N/A
|
$1,012.50
|
N/A
|
|
3
|
92343VDE1
|
Verizon
Communications Inc.
|
Floating Rate Notes
due 2019
|
$400,000,000
|
$93,558,000
|
100.00%
|
$93,558,000
|
$0
|
$0
|
N/A
|
$1,002.50
|
N/A
|
$1,002.50
|
N/A
|
|
Fixed Rate
Notes
|
|
|
4
|
362320AZ6
|
GTE
LLC(11)
|
6.840% Debentures due
2018
|
$294,121,000
|
$20,680,000
|
100.00%
|
$20,680,000
|
$0
|
$0
|
1.448%
|
N/A
|
$1,035.47
|
$1,035.47
|
N/A
|
|
5
|
92343VBP8
|
Verizon
Communications Inc.
|
3.650% Notes due
2018
|
$2,093,214,000
|
$811,639,000
|
100.00%
|
$811,639,000
|
$8,628,000
|
$8,628,000
|
1.604%
|
N/A
|
$1,021.77
|
$1,021.77
|
N/A
|
|
6
|
92343VCB8
|
Verizon
Communications Inc.
|
2.550% Notes due
2019
|
$310,701,000
|
$95,410,000
|
100.00%
|
$95,410,000
|
$2,070,000
|
$2,070,000
|
1.455%
|
N/A
|
$1,019.76
|
$1,019.76
|
N/A
|
|
7
|
92343VDF8
|
Verizon
Communications Inc.
|
1.375% Notes due
2019
|
$586,742,000
|
$365,793,000
|
100.00%
|
$365,793,000
|
$14,475,000
|
$14,475,000
|
1.460%
|
N/A
|
$998.33
|
$998.33
|
N/A
|
|
8
|
92343VCH5
|
Verizon
Communications Inc.
|
2.625% Notes due
2020
|
$1,323,711,000
|
$660,715,000
|
41.30%
|
$272,686,000
|
$50,270,000
|
$59,539,000
|
1.648%
|
N/A
|
$1,023.96
|
$1,023.96
|
N/A
|
|
9
|
92343VCC6
|
Verizon
Communications Inc.
|
3.450% Notes due
2021
|
$1,000,000,000
|
$427,096,000
|
N/A
|
$0
|
$107,550,000
|
$138,383,000
|
2.013%
|
N/A
|
$1,049.39
|
$1,049.39
|
N/A
|
|
10
|
92343VDG6
|
Verizon
Communications Inc.
|
1.750% Notes due
2021
|
$1,000,000,000
|
$601,463,000
|
N/A
|
$0
|
$40,817,000
|
$126,243,000
|
2.113%
|
N/A
|
$986.16
|
$986.16
|
N/A
|
|
11
|
362320AT0
|
GTE
LLC(11)
|
8.750% Debentures due
2021*
|
$193,079,000
|
$2,068,000
|
N/A
|
$0
|
$200,000
|
$200,000
|
2.613%
|
N/A
|
$1,243.00
|
$1,243.00
|
N/A
|
|
12
|
92343VBC7
|
Verizon
Communications Inc.
|
3.500% Notes due
2021
|
$1,850,000,000
|
$557,794,000
|
N/A
|
$0
|
$103,059,000
|
$221,284,000
|
2.263%
|
N/A
|
$1,049.37
|
$1,049.37
|
N/A
|
|
13
|
92343VCN2
|
Verizon
Communications Inc.
|
3.000% Notes due
2021**
|
$1,500,000,000
|
$604,677,000
|
N/A
|
$0
|
$113,560,000
|
$273,070,000
|
2.263%
|
N/A
|
$1,028.31
|
$1,028.31
|
N/A
|
|
14
|
92343VBJ2
|
Verizon
Communications Inc.
|
2.450% Notes due
2022
|
$1,750,000,000
|
$712,819,000
|
N/A
|
$0
|
$158,279,000
|
$285,046,000
|
2.513%
|
N/A
|
$996.92
|
$996.92
|
N/A
|
|
15
|
92343VBQ6
|
Verizon
Communications Inc.
|
4.500% Notes due
2020
|
$4,000,000,000
|
$1,924,606,000
|
N/A
|
$0
|
$368,467,000
|
$489,801,000
|
1.898%
|
N/A
|
$1,077.49
|
$1,077.49
|
N/A
|
|
16
|
92343VAX2
|
Verizon
Communications Inc.
|
4.600% Notes due
2021†
|
$1,500,000,000
|
$479,961,000
|
N/A
|
$0
|
$50,499,000
|
$165,158,000
|
2.113%
|
N/A
|
$1,086.33
|
$866.33
|
$220.00
|
|
17
|
92343VBR4
|
Verizon
Communications Inc.
|
5.150% Notes due
2023†
|
$7,584,189,000
|
$2,157,552,000
|
N/A
|
$0
|
$907,280,000
|
$1,881,291,000
|
2.876%
|
N/A
|
$1,126.00
|
$996.00
|
$130.00
|
|
|
|
|
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(1)
|
Equals the aggregate
principal amount tendered under the Cash Option and the Hybrid
Option (each as defined in the Launch Press Release). For a
breakdown of the aggregate principal amount tendered under the
Hybrid Option that was accepted by Verizon for purchase for cash
and for exchange for New Notes, see the Hybrid Option Results table
below.
|
|
(2)
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Rounded to the
nearest hundredth.
|
|
(3)
|
Equals the aggregate
principal amount tendered under the Cash Option and the Hybrid
Option that was accepted by Verizon for purchase for cash in
accordance with the Acceptance Priority Procedures (as described in
the Launch Press Release). For a breakdown of the aggregate
principal amount tendered under the Hybrid Option that was accepted
by Verizon for purchase for cash and for exchange for New Notes,
see the Hybrid Option Results table below.
|
|
(4)
|
Equals the aggregate
principal amount tendered under the Notes Option (as defined in the
Launch Press Release). Does not include the aggregate
principal amount tendered under the Hybrid Option. For a
breakdown of the aggregate principal amount tendered under the
Hybrid Option that was accepted by Verizon for purchase for cash
and for exchange for New Notes, see the Hybrid Option Results table
below.
|
|
(5)
|
Equals the aggregate
principal amount tendered under the Notes Option and the Hybrid
Option that was accepted by Verizon for exchange for New Notes in
accordance with the Acceptance Priority Procedures. For a
breakdown of the aggregate principal amount tendered under the
Hybrid Option that was accepted by Verizon for purchase for cash
and for exchange for New Notes, see the Hybrid Option Results table
below.
|
|
(6)
|
The "Offer Yield" is
equal to the sum of (a) the yield, as calculated by the lead
dealer managers, that equates to the bid-side price of the
Reference U.S. Treasury Security specified in the Launch Press
Release for such series of Fixed Rate Notes appearing at
11:00 a.m. (New York City time) today, August 14, 2017 on
the Bloomberg Reference Page specified in the Launch Press Release
for such series of Fixed Rate Notes, plus (b) the Fixed
Spread specified in the Launch Press Release for such series of
Fixed Rate Notes.
|
|
(7)
|
Payable per each
$1,000 principal amount of each specified series of floating rate
Old Notes (the "Floating Rate Notes") validly tendered at or prior
to the Early Participation Date and accepted for purchase (such
amount, the "Floating Rate Note Total Consideration").
Payable, pursuant to the Cash Offers, in cash.
|
|
(8)
|
Payable per each
$1,000 principal amount of each specified series of Old Notes other
than the Floating Rate Notes (the "Fixed Rate Notes") validly
tendered at or prior to the Early Participation Date and accepted
for purchase (such amount, the "Fixed Rate Note Total
Consideration"). Payable, pursuant to the Cash Offers, in
cash.
|
|
(9)
|
Payable, pursuant to
the Exchange Offers, in principal amount of New Notes per each
$1,000 principal amount of the specified series of Old Notes
validly tendered at or prior to the Early Participation Date and
accepted for exchange.
|
|
(10)
|
For Adjusted Notes
(as defined below) only, the cash payment payable as part of the
Total Consideration (as defined in the Launch Press Release) equal
to the amount shown in this column per each $1,000 principal amount
of the specified series of Old Notes validly tendered at or prior
to the Early Participation Date and accepted for exchange (the
"Cash Amount"). The Cash Amount is not subject to the Cash
Cap and does not include the applicable Accrued Coupon
Payment.
|
|
(11)
|
The series of Old
Notes issued by GTE LLC, a wholly-owned subsidiary of Verizon, were
originally issued by its predecessor, GTE
Corporation.
|
|
*
|
Denotes a series of
Old Notes, a portion of which is held in physical certificated form
and is not held through The Depository Trust Company
("DTC").
|
|
**
|
Denotes a series of
Old Notes for which the calculation of the applicable Fixed Rate
Note Total Consideration was performed using the present value of
such Old Notes due on the applicable par call date.
|
|
†
|
Denotes a series of
Old Notes for which the specified Cash Amount will be paid (the
"Adjusted Notes").
|
The New Notes
The following table sets forth the terms of the New Notes:
|
Issuer
|
Title of
Security
|
New Notes
Coupon(1)
|
Principal Amount
Expected to be Issued on the Early Settlement Date
|
|
Verizon
Communications Inc.
|
Notes due
2025
|
3.376%
|
$4,016,261,000
|
|
|
|
|
|
(1)
|
Equal to the sum of
(a) the yield of the 2.125% U.S. Treasury Security due July
31, 2024 (the "New Notes Reference Security"), as calculated by the
lead dealer managers in accordance with standard market practice,
that equates to the bid-side price of the New Notes Reference
Security appearing at 11:00 a.m. (New York City time) today,
August 14, 2017 on the Bloomberg Reference Page specified in
the Launch Press Release for such series of Fixed Rate Notes, plus
(b) 135 basis points, such sum rounded to the third decimal
place. The New Notes will mature on February 15,
2025.
|
The following table sets forth the percentage of each series of
Old Notes validly tendered by Eligible Holders (as defined below)
who elected the Hybrid Option that Verizon accepted for purchase
for cash and for exchange for New Notes:
Hybrid Option Results
|
|
|
|
Old Notes Tendered
by Eligible Holders who Elected the Hybrid Option
|
|
Acceptance Priority
Level
|
CUSIP
Number
|
Issuer
|
Title of
Security
|
% of Tendered
Principal Amount Accepted for Purchase for
Cash(1)
|
% of Tendered
Principal Amount Accepted for Exchange for New
Notes(1)
|
|
|
Floating Rate
Notes
|
|
|
1
|
92343VBM5
|
Verizon
Communications Inc.
|
Floating Rate Notes
due 2018
|
100.00%
|
N/A
|
|
|
2
|
92343VCA0
|
Verizon
Communications Inc.
|
Floating Rate Notes
due 2019
|
100.00%
|
N/A
|
|
|
3
|
92343VDE1
|
Verizon
Communications Inc.
|
Floating Rate Notes
due 2019
|
100.00%
|
N/A
|
|
|
Fixed Rate
Notes
|
|
|
4
|
362320AZ6
|
GTE
LLC(2)
|
6.840% Debentures due
2018
|
100.00%
|
N/A
|
|
|
5
|
92343VBP8
|
Verizon
Communications Inc.
|
3.650% Notes due
2018
|
100.00%
|
N/A
|
|
|
6
|
92343VCB8
|
Verizon
Communications Inc.
|
2.550% Notes due
2019
|
100.00%
|
N/A
|
|
|
7
|
92343VDF8
|
Verizon
Communications Inc.
|
1.375% Notes due
2019
|
100.00%
|
N/A
|
|
|
8
|
92343VCH5
|
Verizon
Communications Inc.
|
2.625% Notes due
2020
|
41.30%
|
58.70%
|
|
|
9
|
92343VCC6
|
Verizon
Communications Inc.
|
3.450% Notes due
2021
|
N/A
|
100.00%
|
|
|
10
|
92343VDG6
|
Verizon
Communications Inc.
|
1.750% Notes due
2021
|
N/A
|
100.00%
|
|
|
11
|
362320AT0
|
GTE
LLC(2)
|
8.750% Debentures due
2021*
|
N/A
|
100.00%
|
|
|
12
|
92343VBC7
|
Verizon
Communications Inc.
|
3.500% Notes due
2021
|
N/A
|
100.00%
|
|
|
13
|
92343VCN2
|
Verizon
Communications Inc.
|
3.000% Notes due
2021
|
N/A
|
100.00%
|
|
|
14
|
92343VBJ2
|
Verizon
Communications Inc.
|
2.450% Notes due
2022
|
N/A
|
100.00%
|
|
|
15
|
92343VBQ6
|
Verizon
Communications Inc.
|
4.500% Notes due
2020
|
N/A
|
100.00%
|
|
|
16
|
92343VAX2
|
Verizon
Communications Inc.
|
4.600% Notes due
2021†
|
N/A
|
100.00%
|
|
|
17
|
92343VBR4
|
Verizon
Communications Inc.
|
5.150% Notes due
2023†
|
N/A
|
100.00%
|
|
|
|
|
|
|
|
|
|
(1)
|
Rounded to the
nearest hundredth.
|
|
(2)
|
The series of Old
Notes issued by GTE LLC, a wholly-owned subsidiary of Verizon, were
originally issued by its predecessor, GTE
Corporation.
|
|
*
|
Denotes a series of
Old Notes, a portion of which is held in physical certificated
form and is not held through DTC.
|
|
†
|
Denotes the Adjusted
Notes.
|
The applicable Total Consideration that will be paid on the
Early Settlement Date for each series of Old Notes accepted for
purchase does not include the applicable Accrued Coupon Payment,
which will be paid, in cash, in addition to the applicable Total
Consideration.
When issued, the New Notes will not be registered under the
Securities Act or any state securities 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 on the
Early Settlement Date.
Only holders who duly completed and returned an eligibility
letter certifying that they were 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 were "Non-U.S. qualified offerees" (as
defined in the eligibility letter) were authorized to receive the
Tender and Exchange Offer Statement and to participate in the
Offers (each such holder, an "Eligible Holder").
Global Bondholder Services Corporation is acting as the
Information Agent and the Tender 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) 470-3800 (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.
This announcement is for informational purposes only. This
announcement does not constitute an offer to purchase or a
solicitation of an offer to purchase any securities of Verizon in
any transaction. The Offers are being made solely pursuant to the
Offer Documents. The 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 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
that has implemented the Prospectus Directive (as defined below),
qualified investors in that Member State within the meaning of the
Prospectus Directive 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 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 circumstance where it does not apply
(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 the Offering Memorandum
or any of its contents. For purposes of the foregoing, the
"Prospectus Directive" means the Prospectus Directive
2003/71/EC, as amended, including pursuant to Directive
2010/73/EU.
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.
Media contact:
Bob Varettoni
908-559-6388
robert.a.varettoni@verizon.com
Related Links
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https://www.verizonwireless.com/
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SOURCE Verizon