NEW YORK, Oct. 16, 2017 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced
the commencement of five separate offers to purchase for cash (the
"Offers") any and all of the outstanding series of notes listed
below (collectively, the "Notes"), on the terms and subject to the
conditions set forth in the Offer to Purchase dated October 16, 2017 (the "Offer to Purchase" and,
together with the accompanying notice of guaranteed delivery, the
"Tender Offer Documents").
Euro
Offers
|
|
|
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|
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|
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ISIN
|
Issuer
|
Title of
Security
|
Principal
Amount
Outstanding
|
Reference
Benchmark
|
Bloomberg
Reference
Page
|
Fixed Spread
(basis
points)
|
Financing
Condition
Euro
Acceptance
Priority
Level
|
XS1030900168
|
Verizon
Communications Inc.
|
2.375% Notes due
2022
|
€1,750,000,000
|
EUR February
2022 Interpolated Mid-Swap Rate
|
ICAE 1
|
5
|
1
|
XS1405767275
|
Verizon
Communications Inc.
|
0.500% Notes due
2022
|
€1,000,000,000
|
EUR June 2022
Interpolated Mid-Swap Rate
|
ICAE 1
|
10
|
2
|
XS1146282634
|
Verizon
Communications Inc.
|
1.625% Notes due
2024
|
€1,400,000,000
|
EUR 2024
Interpolated
Mid-Swap
Rate
|
ICAE 1
|
30
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBP
Offers
|
|
|
|
|
|
|
|
ISIN
|
Issuer
|
Title of
Security
|
Principal
Amount
Outstanding
|
Reference
Benchmark
|
Bloomberg
Reference
Page
|
Fixed Spread
(basis points)
|
Financing
Condition
GBP
Acceptance
Priority
Level
|
XS1030900325
|
Verizon
Communications Inc.
|
4.750% Notes due
2034
|
£850,000,000
|
UKT 4.50%
09/07/34
|
FIT
GLT10-50
|
145
|
1
|
XS1579033819
|
Verizon
Communications Inc.
|
4.073% Notes due
2024
|
£694,804,000
|
UKT 2.75%
09/07/24
|
PXUK
|
95
|
2
|
The Offers will expire at 4:00 a.m.
Eastern Time / 9:00 a.m.
British Summer Time on October 24,
2017 (such date and time with respect to an Offer, as the
same may be extended with respect to such Offer, the "Expiration
Date"). Tendered Notes may be validly withdrawn at any time
at or prior to 4:00 a.m. Eastern Time
/ 9:00 a.m. British Summer Time on
October 24, 2017 (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" with respect to an
Offer will be promptly following the Expiration Date and is
expected to be the third business day following the Expiration Date
(which would be October 27, 2017)
with respect to such Offer, unless extended with respect to such
Offer. Notes tendered pursuant to the guaranteed delivery
procedures also will be settled on the Settlement Date.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, the consideration for each €1,000 or
£1,000, as applicable, principal amount of Notes validly tendered
and not validly withdrawn at or prior to the Expiration Date or the
guaranteed delivery date pursuant to the guaranteed delivery
procedures, and accepted for purchase (the "Total Consideration")
will be payable in cash and will be equal to the price, determined
in accordance with standard market practice as described in the
Offer to Purchase, as determined at 9:00
a.m. Eastern Time / 2:00 p.m.
British Summer Time on October 23,
2017 (such date and time, as the same may be extended with
respect to such Offer, the "Price Determination Date"). Verizon
will announce the applicable Total Consideration for each series of
Notes promptly after the Price Determination Date.
In addition to the applicable Total Consideration, holders whose
Notes are accepted for purchase will receive a cash payment equal
to 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"). The Accrued Coupon Payment in respect of Notes accepted
for purchase will be calculated in accordance with the terms of
such Notes and will be paid in cash. Interest will cease to
accrue on the Settlement Date for all Notes accepted, including
those tendered through the guaranteed delivery procedures. Under no
circumstances will any interest be payable because of any delay in
the transmission of funds to holders by Euroclear or
Clearstream.
Verizon's obligation to accept any series of Notes tendered in
the Offers is subject to the satisfaction or waiver of certain
conditions applicable to the Offer for such series described in the
Tender Offer Documents, including the applicable Financing
Condition (as defined below). Verizon reserves the right,
subject to applicable law, to waive any and all conditions to any
Offer.
Verizon's obligation to complete the Offers for the 2.375% Notes
due 2022 (the "2.375% Notes due 2022"), 0.500% Notes due 2022 (the
"0.500% Notes due 2022") and 1.625% Notes due 2024 (together with
the 2.375% Notes due 2022 and the 0.500% Notes due 2022, the "Euro
Notes" and the Offers for such Euro Notes, the "Euro Offers") is
conditioned on Verizon having priced, at or prior to the applicable
Expiration Date, in a capital markets financing transaction an
offering of new euro-denominated notes with a weighted average life
to maturity that is longer than the Euro Notes (the "New Euro
Notes") on terms and conditions satisfactory to Verizon in its
reasonable judgment (the "New Euro Offering"), including, but not
limited to, with respect to each series of Euro Notes, the amount
of gross proceeds raised in the New Euro Offering being sufficient
to fund the aggregate Total Consideration and applicable Accrued
Coupon Payment for all Euro Notes of such series, after funding the
aggregate Total Consideration and applicable Accrued Coupon Payment
for all validly tendered and not validly withdrawn Notes of each
series having a higher Euro Acceptance Priority Level as set forth
in the table above (with 1 being the highest Euro Acceptance
Priority Level), validly tendered in the applicable Euro Offer (the
"Euro Financing Condition"). Verizon currently expects the
New Euro Notes will have intermediate to long maturities.
If the Euro Financing Condition is not satisfied due to a
shortfall in gross proceeds from the New Euro Offering, then
Verizon will accept for purchase all Euro Notes of each series
tendered in accordance with the applicable Euro Acceptance Priority
Levels, so long as the amount of gross proceeds from the New Euro
Offering is equal to or greater than the aggregate Total
Consideration and applicable Accrued Coupon Payment for all
tendered Euro Notes of such series and each series of Euro Notes
having a higher Euro Acceptance Priority Level, as further provided
in the Offer to Purchase.
Verizon's obligation to complete the Offers for the 4.750% Notes
due 2034 (the "4.750% Notes due 2034") and the 4.073% Notes due
2024 (together with the 4.750% Notes due 2034, the "GBP Notes" and
the Offers for such GBP Notes, the "GBP Offers") is conditioned on
Verizon having priced, at or prior to the applicable Expiration
Date, in a capital markets financing transaction an offering of new
GBP-denominated notes with a weighted average life to maturity that
is longer than the GBP Notes (the "New GBP Notes") on terms and
conditions satisfactory to Verizon in its reasonable judgment (the
"New GBP Offering"), including, but not limited to, with respect to
each series of GBP Notes, the amount of gross proceeds raised in
the New GBP Offering being sufficient to fund the aggregate Total
Consideration and applicable Accrued Coupon Payment for all GBP
Notes of such series, after funding the aggregate Total
Consideration and applicable Accrued Coupon Payment for all validly
tendered and not validly withdrawn GBP Notes of each series having
a higher GBP Acceptance Priority Level as set forth in the table
above (with 1 being the highest GBP Acceptance Priority Level),
validly tendered in the applicable GBP Offer (the "GBP Financing
Condition" and, together with the Euro Financing Condition, the
"Financing Conditions," and each a "Financing Condition"). Verizon
currently expects the New GBP Notes will have intermediate to long
maturities.
If the GBP Financing Condition is not satisfied due to a
shortfall in gross proceeds from the New GBP Offering, then Verizon
will accept for purchase all GBP Notes of each series tendered in
accordance with the applicable GBP Acceptance Priority Levels, so
long as the amount of gross proceeds from the New GBP Offering is
equal to or greater than the aggregate Total Consideration and
applicable Accrued Coupon Payment for all tendered GBP Notes of
such series and each series of GBP Notes having a higher GBP
Acceptance Priority Level, as further provided in the Offer to
Purchase.
No series of Notes will be subject to proration pursuant to the
Offers.
Verizon has retained Barclays Bank PLC, Credit Suisse Securities
(Europe) Limited and Deutsche Bank
AG, London Branch, to act as the
dealer managers for the Offers. Questions regarding terms and
conditions of the Offers should be directed to Barclays Bank PLC,
at +44 (0)20 3134-8515 (London) or
(800) 438-3242 (U.S. toll-free) or (212) 528-7581 (collect), Credit
Suisse Securities (Europe) Limited
at +44 (0)20 7883-8763 (London) or
(800) 820-1653 (U.S. toll-free) or (212) 325-2476 (collect) or
Deutsche Bank AG, London Branch at
+44 (0)20 7545-8011 (London) or
(866) 627-0391 (U.S. toll-free) or (212) 250-2955 (collect).
Lucid Issuer Services Limited will act 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 Tender Offer Documents may be directed to Lucid Issuer Services
Limited at +44 (0)20 7704-0880. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers. The Tender Offer Documents can be
accessed at the following link
https://www.lucid-is.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 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 through the facilities of
Euroclear or Clearstream 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 needs 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 Tender Offer
Documents. The deadlines set by any such intermediary and each
clearing system for the submission and withdrawal of tender
instructions may also be earlier than the relevant deadlines
specified herein and in the Tender 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 Notes. The Offers are being made solely
pursuant to the Tender Offer Documents. The distribution of this
document in certain jurisdictions (including, but not limited to,
the United States, the
United Kingdom, Italy, France, Belgium, the Republic of Ireland and Switzerland) may be restricted by law. 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, blue sky
or other 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"). Any New Euro Offering or New GBP Offering may only be
made available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire any New Euro Notes or New
GBP Notes will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on any
preliminary prospectus supplement to the New Euro Offering or the
New GBP Offering 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.
Related Links
http://www.verizon.com/
https://www.verizonwireless.com/
http://www.verizonenterprise.com/
http://www.verizon.com/about/
Media contact:
Bob
Varettoni
908-559-6388
robert.a.varettoni@verizon.com
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