NEW YORK, March 17, 2017 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced
the pricing terms of its previously announced 30 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 March 13, 2017 (the
"Offer to Purchase" and, together with the accompanying letter of
transmittal and notice of guaranteed delivery, the "Offer
Documents").
On the terms and subject to the conditions set forth in the
Offer to Purchase, set forth below is the applicable Total
Consideration (as defined in the Offer to Purchase) for each series
of Notes, as calculated at 11:00 a.m.
(Eastern time) today, March 17,
2017 (the "Price Determination Date"), in accordance with
the Offer to Purchase.
CUSIP
Number
|
Issuer
|
Title of
Security
|
Reference U.S.
Treasury Security
|
Reference
Yield
of Reference
U.S. Treasury
Security
|
Fixed Spread
(basis points)
|
Offer
Yield
|
Total
Consideration(1)(2)
|
92343VAR5
|
Verizon
Communications Inc.
|
8.950% Notes due
2039
|
2.875% due
11/15/46
|
3.120%
|
180
|
4.920%
|
$ 1,537.18
|
92344XAB5
|
Verizon New York
Inc.
|
7.375% Debentures due
2032
|
2.250% due
2/15/27
|
2.504%
|
220
|
4.704%
|
$ 1,285.50
|
92344GAS5
|
Verizon
Communications Inc.
|
7.750% Notes due
2032
|
2.250% due
2/15/27
|
2.504%
|
210
|
4.604%
|
$ 1,341.68
|
92343VBT0
|
Verizon
Communications Inc.
|
6.550% Notes due
2043
|
2.875% due
11/15/46
|
3.120%
|
180
|
4.920%
|
$ 1,239.85
|
92343VBS2
|
Verizon
Communications Inc.
|
6.400% Notes due
2033
|
2.875% due
11/15/46
|
3.120%
|
140
|
4.520%
|
$ 1,216.85
|
078167BA0
|
Verizon Pennsylvania
LLC
|
8.750% Debentures due
2031
|
2.250% due
2/15/27
|
2.504%
|
215
|
4.654%
|
$ 1,426.33
|
252759AM7
|
Verizon Delaware
LLC
|
8.625% Debentures due
2031
|
2.250% due
2/15/27
|
2.504%
|
215
|
4.654%
|
$ 1,416.70
|
165069AQ8
|
Verizon Maryland
LLC
|
8.300% Debentures due
2031*
|
2.250% due
2/15/27
|
2.504%
|
215
|
4.654%
|
$ 1,378.75
|
078167AZ6
|
Verizon Pennsylvania
LLC
|
8.350% Debentures due
2030
|
2.250% due
2/15/27
|
2.504%
|
205
|
4.554%
|
$ 1,384.37
|
165087AL1
|
Verizon Virginia
LLC
|
8.375% Debentures due
2029
|
2.250% due
2/15/27
|
2.504%
|
200
|
4.504%
|
$ 1,367.57
|
165069AP0
|
Verizon Maryland
LLC
|
8.000% Debentures due
2029*
|
2.250% due
2/15/27
|
2.504%
|
200
|
4.504%
|
$ 1,332.71
|
644239AY1
|
Verizon New England
Inc.
|
7.875% Debentures due
2029*
|
2.250% due
2/15/27
|
2.504%
|
200
|
4.504%
|
$ 1,322.35
|
645767AW4
|
Verizon New Jersey
Inc.
|
7.850% Debentures due
2029*
|
2.250% due
2/15/27
|
2.504%
|
200
|
4.504%
|
$ 1,319.96
|
650094CJ2
|
Verizon New York
Inc.
|
6.500% Debentures due
2028
|
2.250% due
2/15/27
|
2.504%
|
195
|
4.454%
|
$ 1,177.23
|
07786DAA4
|
Verizon Pennsylvania
LLC
|
6.000% Debentures due
2028
|
2.250% due
2/15/27
|
2.504%
|
195
|
4.454%
|
$ 1,139.69
|
92343VAU8
|
Verizon
Communications Inc.
|
7.350% Notes due
2039
|
2.875% due
11/15/46
|
3.120%
|
180
|
4.920%
|
$ 1,324.60
|
92343VAP9
|
Verizon
Communications Inc.
|
6.900% Notes due
2038
|
2.875% due
11/15/46
|
3.120%
|
170
|
4.820%
|
$ 1,273.29
|
92344GAM8/92344GAC0
|
Verizon
Communications Inc.
|
7.750% Notes due
2030
|
2.250% due
2/15/27
|
2.504%
|
160
|
4.104%
|
$ 1,379.04
|
165087AN7
|
Verizon Virginia
LLC
|
7.875% Debentures due
2022
|
1.875% due
2/28/22
|
2.017%
|
120
|
3.217%
|
$ 1,206.35
|
362320AT0
|
GTE LLC
|
8.750% Debentures due
2021*
|
1.875% due
2/28/22
|
2.017%
|
110
|
3.117%
|
$ 1,240.28
|
645767AY0
|
Verizon New Jersey
Inc.
|
8.000% Debentures due
2022
|
1.875% due
2/28/22
|
2.017%
|
120
|
3.217%
|
$ 1,227.16
|
92344WAB7
|
Verizon Maryland
LLC
|
5.125% Debentures due
2033
|
2.875% due
11/15/46
|
3.120%
|
145
|
4.570%
|
$ 1,063.06
|
92343VAK0
|
Verizon
Communications Inc.
|
6.400% Notes due
2038
|
2.875% due
11/15/46
|
3.120%
|
170
|
4.820%
|
$ 1,206.61
|
362320BA0
|
GTE LLC
|
6.940% Debentures due
2028
|
2.250% due
2/15/27
|
2.504%
|
140
|
3.904%
|
$ 1,270.73
|
92343VAF1
|
Verizon
Communications Inc.
|
6.250% Notes due
2037
|
2.875% due
11/15/46
|
3.120%
|
165
|
4.770%
|
$ 1,189.56
|
92344GAX4
|
Verizon
Communications Inc.
|
5.850% Notes due
2035
|
2.875% due
11/15/46
|
3.120%
|
150
|
4.620%
|
$ 1,151.79
|
92343VAW4
|
Verizon
Communications Inc.
|
6.000% Notes due
2041
|
2.875% due
11/15/46
|
3.120%
|
180
|
4.920%
|
$ 1,151.23
|
362320AZ6
|
GTE LLC
|
6.840% Debentures due
2018
|
0.750% due
4/15/18
|
1.114%
|
40
|
1.514%
|
$ 1,056.27
|
92343VAM6
|
Verizon
Communications Inc.
|
6.100% Notes due
2018
|
0.750% due
4/15/18
|
1.114%
|
40
|
1.514%
|
$ 1,048.45
|
92343VAL8
|
Verizon
Communications Inc.
|
5.500% Notes due
2018
|
1.000% due
2/15/18
|
1.060%
|
30
|
1.360%
|
$ 1,037.01
|
|
|
|
|
|
|
|
|
(1) Payable in
cash per each $1,000 principal amount of the specified series of
Notes validly tendered at or prior to the Expiration Date (as
defined below) or the guaranteed delivery date pursuant
to
the guaranteed delivery procedures and, in either case, not validly
withdrawn before the Withdrawal Date (as defined below) and
accepted for purchase. Total Consideration does not
include
accrued and unpaid interest on the Notes accepted for purchase,
which will be payable in addition to the Total
Consideration.
|
(2) Total
Consideration is based on the fixed spread for the applicable
series of Notes to the Reference Yield of the Reference
U.S. Treasury Security for that series as of 11:00 a.m.
(Eastern time)
today,
March 17, 2017.
|
* Denotes a series of
Notes, a portion of which is held in physical certificated form
(such portion, the "Certificated Notes") and is not held through
The Depository Trust Company ("DTC"). Such Certificated Notes may
only be tendered in accordance with the terms and conditions of the
accompanying letter of transmittal.
|
The Offers will expire at 5:00 p.m.
(Eastern time) today, March 17,
2017 (such date and time with respect to an Offer, as the
same may be extended with respect to such Offer, the "Expiration
Date"). Notes tendered may be validly withdrawn at any time
at or prior to 5:00 p.m. (Eastern
time) today, March 17, 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. The "Settlement Date" with respect to an
Offer will occur promptly following the Expiration Date and is
expected to be March 20, 2017.
The "Guaranteed Delivery Settlement Date" with respect to Notes
validly tendered pursuant to the guaranteed delivery procedures
after the Expiration Date and at or prior to the guaranteed
delivery date and accepted for purchase will occur promptly
following the guaranteed delivery date and is expected to be
March 22, 2017.
Upon the terms and subject to the conditions set forth in the
Offer Documents, holders who (i) validly tender and who do not
validly withdraw Notes at or prior to the Expiration Date or (ii)
deliver a properly completed and duly executed Notice of Guaranteed
Delivery (or comply with DTC's Automated Tender Offer Program
(ATOP) procedures applicable to guaranteed delivery) and all other
required documents at or prior to the Expiration Date and tender
their Notes at or prior to the guaranteed delivery date pursuant to
the guaranteed delivery procedures, and in either case, whose Notes
are accepted for purchase by Verizon, will receive the applicable
Total Consideration for each $1,000
principal amount of Notes, which will be payable in cash.
In addition to the applicable Total Consideration, holders whose
Notes are accepted for purchase will be paid accrued and unpaid
interest on such Notes to, but not including, the Settlement Date.
Interest will cease to accrue on the Settlement Date for all
Notes accepted, including those tendered through the guaranteed
delivery procedures.
Verizon's obligation to accept Notes tendered in the Offers is
subject to the satisfaction of certain conditions described in the
Offer Documents, including a Financing Condition (as defined
below). Pursuant to the Financing Condition, Verizon's obligation
to accept and pay for any validly tendered Notes in any Offer is
conditioned on the successful completion, prior to the Expiration
Date, of an offering by Verizon of notes with stated maturities
occurring after January 1, 2037 (the
"New Offering") on terms and conditions satisfactory to Verizon,
including, but not limited to, with respect to each series of
Notes, the amount of gross proceeds raised in the New Offering
being sufficient to fund the aggregate Total Consideration and
accrued and unpaid interest of all Notes of such series (after
funding the aggregate Total Consideration and accrued and unpaid
interest of all validly tendered and not validly withdrawn Notes of
each series having a higher "Acceptance Priority Level" (as defined
in the Offer to Purchase) tendered in the applicable Offer (the
"Financing Condition").
On March 16, 2017, Verizon
received aggregate gross proceeds of $4,444,800,000 in connection with the New
Offering, comprising its issuance of $3,000,000,000 aggregate principal amount of its
5.250% Notes due 2037 and $1,500,000,000 aggregate principal amount of its
5.500% Notes due 2047. Verizon reserves the right, subject to
applicable law, to waive any and all conditions to any
Offer.
Verizon has retained Barclays Capital Inc., BofA Merrill Lynch,
Morgan Stanley & Co. LLC and RBC Capital Markets, LLC to act as
lead dealer managers (together, the "Lead Dealer Managers") for the
Offers and Deutsche Bank Securities Inc., Loop Capital Markets LLC,
Mizuho Securities USA Inc., MUFG
Securities Americas Inc. and UBS Securities LLC to act as the
Co-Dealer Managers in connection with the Offers. Questions
regarding terms and conditions of the Offers should be directed to
Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212)
528-7581 (collect), BofA Merrill Lynch at (888) 292-0070
(toll-free) or (980) 387-3907 (collect), Morgan Stanley & Co.
LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect), or
RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212)
618-7822 (collect).
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. 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,
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 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 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 Offers before the deadlines
specified herein and in the Offer Documents. The deadlines
set by each clearing system for the submission and withdrawal of
tender instructions will also be earlier than the relevant
deadlines specified herein and in the 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 Offer Documents. 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.
Verizon has filed a registration statement on Form S-3
(including a prospectus) with the SEC for the New Offering.
Interested parties should read the prospectus in that
registration statement, the final prospectus supplement, as
amended, for the New Offering and the other documents that Verizon
has filed with the SEC that are incorporated by reference into the
final prospectus supplement, as amended, for more complete
information about Verizon and the New Offering. These
documents are available at no charge by visiting EDGAR on the SEC
website at www.sec.gov.
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
http://www.verizon.com/
https://www.verizonwireless.com/
http://www.verizonenterprise.com/
http://www.verizon.com/about/
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SOURCE Verizon