NEW YORK, Dec. 14, 2017 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced
the final results, as of 11:59 p.m. (New York City time) on December 13, 2017 (the "Expiration Date"), of its
previously announced (i) offers, on behalf of certain of its
wholly-owned subsidiaries, to exchange any and all of the
outstanding series of notes listed below (collectively, the "Old
Notes") for specified series of newly issued debt securities of
Verizon (collectively, the "New Notes") (and additional cash
amounts for specified series of Old Notes) (the "Exchange Offers")
and (ii) solicitations of consents, on behalf of such
subsidiaries, to the proposed amendments (the "Proposed
Amendments") to the indentures governing the Old Notes in order to,
among other things, eliminate certain of the restrictive covenants
contained therein (the "Consent Solicitations"), in each case on
the terms and subject to the conditions set forth in the Exchange
Offer and Consent Solicitation Statement dated November 15,
2017, such terms as amended by Verizon's press release relating to
the Exchange Offers and Consent Solicitations (the "Early Results
Press Release") dated November 30, 2017 (the "Exchange Offer
and Consent Solicitation Statement" and, together with the
accompanying letter of transmittal and eligibility letter, the
"Offer Documents").
Verizon today also announced the final results of its separate,
previously announced cash tender offers, for its own account and on
behalf of certain of its wholly-owned subsidiaries, to purchase 31
series of their outstanding notes, including each series of the Old
Notes, and consent solicitations for 19 series of outstanding
notes, including each series of the Old Notes (the "Separate
Consent Solicitations"). Consents delivered for a series of
Old Notes in connection with the Exchange Offers were cumulated
with the consents delivered for such series in connection with the
Separate Consent Solicitations. The cash tender offers are
separate and distinct from the Exchange Offers, and neither the
Exchange Offers nor the separate cash tender offers are conditioned
upon the consummation of such other offers.
Verizon's obligation to accept Old Notes (and the related
consents) tendered in the Exchange Offers and Consent Solicitations
was subject to the terms and conditions described in the Offer
Documents, including the Minimum Issue Condition (as defined in the
Early Results Press Release). As of the Expiration Date, the
Minimum Issue Condition was satisfied with respect to the New Notes
due 2029 and the New Notes due 2032 (each as defined below), but
was not satisfied with respect to the New Notes due 2022 (as
defined below). Accordingly, Eligible Holders (as defined
below) of the Verizon New Jersey Inc. 8.000% Debentures due 2022,
the GTE LLC 8.750% Debentures due 2021 and the Verizon Virginia LLC
7.875% Debentures due 2022 (collectively, the "Cash Consideration
Notes") who either elected the Cash Reversion Option (as defined in
the Exchange Offer and Consent Solicitation Statement) or did not
elect to have their tendered Cash Consideration Notes returned to
them and whose Cash Consideration Notes were accepted by Verizon
(the "Cash Consideration Holders") will receive the Total Cash
Consideration, which includes the Early Participation Payment (each
as defined in the Exchange Offer and Consent Solicitation
Statement), on December 15, 2017 (the "Settlement
Date"). The related consents delivered by the Cash
Consideration Holders remain validly delivered for purposes of the
Consent Solicitations. The related consents delivered by
Eligible Holders who elected to have their tendered Cash
Consideration Notes returned to them have been deemed validly
revoked for purposes of the Consent Solicitations. Except as
described above, all other conditions to the Exchange Offers and
Consent Solicitations were deemed to be satisfied or waived by
Verizon as of the Expiration Date.
Verizon has accepted all Old Notes (and the related consents)
validly tendered and not validly withdrawn (except for the Cash
Consideration Notes that Eligible Holders elected to have returned)
at or prior to the Expiration Date. The first table below
sets forth the principal amount of each series of Cash
Consideration Notes accepted for purchase and the Total Cash
Consideration payable on the Settlement Date, which is based on the
previously announced pricing terms for the separate cash tender
offers. The second and third tables below set forth the
principal amount of each series of Old Notes accepted for exchange
and the previously announced Total Consideration (as defined in the
Exchange Offer and Consent Solicitation Statement), which includes
the Early Participation Payment, payable on the Settlement
Date:
|
Cash Consideration
Payable to Cash Consideration Holders
|
|
in Lieu of 8.000%
Notes due 2022 Issued by Verizon Communications Inc. (the "New
Notes due 2022"):
|
|
|
|
CUSIP
Number
|
Subsidiary
Issuer(1)
|
Title of
Security
|
Principal
Amount
Outstanding
|
Aggregate
Principal Amount Outstanding Accepted
|
Percentage of
Principal
Amount
Outstanding
Accepted
|
Reference U.S.
Treasury
Security(2)
|
Bloomberg
Reference Page
|
Fixed
Spread
(Basis
Points)(2)
|
Offer
Yield(3)
|
Total Cash
Consideration(4)
|
|
645767AY0
|
Verizon New Jersey
Inc.
|
8.000% Debentures
due
2022
|
$111,392,000
|
—
|
—
|
2.000% due
10/31/2022
|
FIT1
|
65
|
2.756%
|
$1,218.70
|
|
362320AT0
|
GTE LLC
|
8.750% Debentures
due
2021
|
$192,879,000
|
$2,050,000
|
1.06%
|
2.000% due
10/31/2022
|
FIT1
|
60
|
2.706%
|
$1,221.03
|
|
165087AN7
|
Verizon Virginia
LLC
|
7.875% Debentures
due
2022
|
$56,009,000
|
$18,000,000
|
32.14%
|
2.000% due
10/31/2022
|
FIT1
|
70
|
2.806%
|
$1,194.24
|
|
Offers to Exchange
Any and All of the Outstanding Notes Listed Below
|
|
for New 6.800%
Notes due 2029 Issued by Verizon Communications Inc. (the "New
Notes due 2029"):
|
|
|
|
|
|
|
|
Composition of
Total Consideration
|
|
CUSIP
Number
|
Subsidiary
Issuer(1)
|
Title of
Security
|
Principal
Amount
Outstanding
|
Aggregate
Principal Amount Outstanding Accepted
|
Percentage of
Principal Amount
Outstanding
Accepted
|
New Notes
Consideration (5)
|
Cash Amount
(for the
Adjusted Notes
Only) (6)
|
|
020039AJ2
|
Alltel
Corporation
|
6.800% Debentures due
2029
|
$138,677,000
|
$22,260,000
|
16.05%
|
$1,000
|
N/A
|
|
362320BA0
|
GTE LLC
|
6.940% Debentures due
2028†
|
$315,309,000
|
$41,945,000
|
13.30%
|
$826
|
$208
|
|
650094CJ2
|
Verizon New York
Inc.
|
6.500% Debentures due
2028
|
$69,404,000
|
$33,863,000
|
48.79%
|
$960
|
N/A
|
|
07786DAA4
|
Verizon Pennsylvania
LLC
|
6.000% Debentures due
2028†
|
$55,875,000
|
$11,006,000
|
19.70%
|
$777
|
$195
|
|
165087AL1
|
Verizon Virginia
LLC
|
8.375% Debentures due
2029†
|
$9,031,000
|
—
|
—
|
$984
|
$159
|
|
165069AP0
|
Verizon Maryland
LLC
|
8.000% Debentures due
2029†
|
$27,358,000
|
$7,181,000
|
26.25%
|
$962
|
$153
|
|
078167AZ6
|
Verizon Pennsylvania
LLC
|
8.350% Debentures due
2030†
|
$31,343,000
|
$36,000
|
0.11%
|
$1,029
|
$119
|
|
165069AQ8
|
Verizon Maryland
LLC
|
8.300% Debentures due
2031†
|
$21,314,000
|
$110,000
|
0.52%
|
$1,047
|
$99
|
|
078167BA0
|
Verizon Pennsylvania
LLC
|
8.750% Debentures due
2031†
|
$36,009,000
|
$1,000,000
|
2.78%
|
$1,085
|
$99
|
|
252759AM7
|
Verizon Delaware
LLC
|
8.625% Debentures due
2031†
|
$2,381,000
|
—
|
—
|
$1,086
|
$89
|
|
Offers to Exchange
Any and All of the Outstanding Notes Listed Below
|
|
for New 7.875%
Notes due 2032 Issued by Verizon Communications Inc. (the "New
Notes due 2032"):
|
|
|
|
|
|
|
|
Composition of
Total Consideration
|
|
CUSIP
Number
|
Subsidiary
Issuer(1)
|
Title of
Security
|
Principal
Amount
Outstanding
|
Aggregate
Principal Amount Outstanding Accepted
|
Percentage of
Principal
Amount
Outstanding
Accepted
|
New Notes
Consideration (5)
|
Cash Amount
(for the
Adjusted Notes
Only)(6)
|
|
020039DC4
|
Alltel
Corporation
|
7.875% Senior Notes
due 2032
|
$173,779,000
|
$39,921,000
|
22.97%
|
$1,000
|
N/A
|
|
645767AW4
|
Verizon New Jersey
Inc.
|
7.850% Debentures due
2029
|
$51,335,000
|
$6,038,000
|
11.76%
|
$962
|
N/A
|
|
644239AY1
|
Verizon New England
Inc.
|
7.875% Debentures due
2029
|
$145,697,000
|
$4,795,000
|
3.29%
|
$964
|
N/A
|
|
92344XAB5
|
Verizon New York
Inc.
|
7.375% Debentures due
2032
|
$201,579,000
|
$76,266,000
|
37.83%
|
$946
|
N/A
|
|
92344WAB7
|
Verizon Maryland
LLC
|
5.125% Debentures due
2033†
|
$152,911,000
|
$10,000
|
0.01%
|
$568
|
$289
|
|
|
|
|
|
|
|
|
|
(1)
See Annex A of the Exchange Offer and Consent Solicitation
Statement for a list of original issuers, as applicable.
|
|
(2)
The Total Cash Consideration for each series of Cash Consideration
Notes is based on the fixed spread for the applicable series of
Cash Consideration Notes plus the yield of the specified Reference
U.S. Treasury Security for that series as of 11:00 a.m. (New
York City time) on November 30, 2017 (the "Price Determination
Date"). The Total Cash Consideration does not include the
applicable Accrued Coupon Payment (as defined below), which will be
payable in cash in addition to the applicable Total Cash
Consideration. There is no separate consent payment for the
Consent Solicitations.
|
|
(3)
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 appearing at
the Price Determination Date on the Bloomberg Reference Page,
plus (b) the Fixed Spread, in each case as specified in
the table above for such series of Cash Consideration
Notes.
|
|
(4)
Payable to Cash Consideration Holders per each $1,000 principal
amount of each specified series of Cash Consideration Notes
accepted for purchase.
|
|
(5)
The principal amount of the specified series of New Notes payable,
as part of the Total Consideration, for Old Notes validly tendered
at or prior to the Expiration Date for each $1,000 principal amount
of Old Notes accepted for exchange, which amount includes the
applicable Early Participation Payment of $50 principal amount of
such series of New Notes. The Total Consideration does not
include the applicable Accrued Coupon Payment, which will be
payable in cash in addition to the applicable Total
Consideration. There is no separate consent payment for the
Consent Solicitations.
|
|
(6)
For Adjusted Notes (as defined below) only, the cash payment
payable as part of the Total Consideration equal to the amount
shown in this column for each $1,000 principal amount of Adjusted
Notes accepted for exchange.
|
|
† Denotes a
series of Old Notes for which the specified Cash Amount will be
paid (the "Adjusted Notes") as a component of the Total
Consideration.
|
On the Settlement Date, Cash Consideration Holders will receive
the applicable Total Cash Consideration and Eligible Holders of Old
Notes accepted for exchange will receive the applicable Total
Consideration. Cash Consideration Holders and Eligible
Holders will also receive a cash payment equal to the accrued and
unpaid interest on such Cash Consideration Notes and Old Notes,
respectively, to, but not including, the Settlement Date (the
"Accrued Coupon Payment").
When issued, the New Notes due 2029 and the New Notes due 2032
will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws.
Therefore, such 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 such New Notes on the Settlement
Date.
Only holders who duly completed and returned an eligibility
letter certifying that they were either (1) "qualified
institutional buyers" as defined in Rule 144A under 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 Exchange Offer and Consent Solicitation
Statement and to participate in the Exchange Offers and Consent
Solicitations (each such holder, an "Eligible Holder").
Global Bondholder Services Corporation has acted as the Exchange
Agent and the Information Agent for the Exchange Offers and Consent
Solicitations. Questions or requests for assistance related
to the Exchange Offers and Consent Solicitations 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 Exchange Offers and Consent Solicitations.
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 and
Consent Solicitations have been made solely pursuant to the Offer
Documents. The Exchange Offers and Consent Solicitations have
not been 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 and Consent Solicitations to be
made by a licensed broker or dealer, the Exchange Offers and
Consent Solicitations 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) any Member State of the European Economic Area 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 Exchange Offer and Consent Solicitation
Statement or any of its contents.
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
http://www.verizon.com/
https://www.verizonwireless.com/
http://www.verizonenterprise.com/
http://www.verizon.com/about/
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SOURCE Verizon