Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the early participation results, as of 5:00 p.m. (Eastern
time) on September 18, 2018 (the “Early Participation Date”), of
its previously announced 8 separate offers to purchase for cash up
to an aggregate purchase price equal to the Waterfall Cap (as
defined below) 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 for cash as an “Offer” and all of the
offers to purchase Notes, collectively, as the “Offers.” The Offers
are made on the terms and subject to the conditions set forth in
the Offer to Purchase dated September 5, 2018 (the “Offer to
Purchase”).
Withdrawal rights for the Offers expired at 5:00 p.m. (Eastern
time) on September 18, 2018. The Offers will each expire at 11:59
p.m. (Eastern time) on October 2, 2018, unless extended or earlier
terminated by Verizon (the “Expiration Date”).
Verizon’s obligation to accept Notes tendered in the Offers is
subject to the terms and conditions described in the Offer to
Purchase, including (i) the Acceptance Priority Procedures (as
described in Verizon’s press release dated September 5, 2018
announcing the Offers (the “Launch Press Release”)) and (ii) a cap
on the total cash Verizon pays to purchase the Notes validly
tendered under the Offers (excluding the applicable Accrued Coupon
Payments (as defined below)) of $2.5 billion (the “Waterfall
Cap”).
All conditions to the Offers were deemed satisfied by Verizon by
the Early Participation Date, or timely waived by Verizon.
Accordingly, Verizon will settle all Notes validly tendered at or
prior to the Early Participation Date and accepted for purchase, on
September 21, 2018 (the “Early Settlement Date”). Verizon expects
that the aggregate purchase price of the Notes (excluding the
applicable Accrued Coupon Payments) validly tendered at or prior to
the Early Participation Date and accepted for purchase will not
exceed the Waterfall Cap. If this is the case, Verizon will, until
the Expiration Date, continue to accept for purchase Notes up to
the Waterfall Cap. Holders of the Notes that are validly tendered
after the Early Participation Date and at or prior to the
applicable Expiration Date and accepted for purchase subject to the
terms and conditions described in the Offer to Purchase will
receive the applicable Tender Consideration, which is equal to the
applicable Total Consideration minus the Early Participation
Payment (each as defined in the Launch Press Release).
Verizon was advised by Global Bondholder Services Corporation,
as the Information Agent and the Tender Agent, that as of the Early
Participation Date, the aggregate principal amounts of the Notes
specified in the table below were validly tendered and not validly
withdrawn:
AcceptancePriorityLevel |
|
CUSIPNumber(s) |
|
Title of Security |
|
Principal Amount Outstanding |
|
Principal AmountTendered as of
theEarlyParticipation Date |
|
Percentage ofAmountOutstandingTendered as ofthe
EarlyParticipationDate |
1 |
|
92343VCZ5 |
|
4.672%
notes due 2055 |
|
$5,058,023,000 |
|
$577,466,000 |
|
11.42% |
2 |
|
92343VDS0 |
|
5.012%
notes due 2049 |
|
$3,916,232,000 |
$381,118,000 |
9.73% |
3 |
|
92343VCM4 |
|
5.012%
notes due 2054 |
|
$5,195,586,000 |
$419,706,000 |
8.08% |
4 |
|
92343VCK8 |
|
4.862%
notes due 2046 |
|
$4,481,503,000 |
$164,023,000 |
3.66% |
5 |
|
92343VDN1/92343VDR2 |
|
4.812%
notes due 2039 |
|
$1,652,920,000 |
$70,000,000 |
4.23% |
6 |
|
92343VCX0 |
|
4.522%
notes due 2048 |
|
$4,692,468,000 |
$144,309,000 |
3.08% |
7 |
|
92343VDC5 |
|
4.125%
notes due 2046 |
|
$1,479,579,000 |
$54,951,000 |
3.71% |
8 |
|
92343VBG8 |
|
3.850%
notes due 2042 |
|
$1,250,000,000 |
$63,889,000 |
5.11% |
|
|
|
|
|
|
|
|
|
Promptly after 11:00 a.m. (Eastern time) today, September 19,
2018, Verizon will issue a press release specifying, among other
things (i) the aggregate principal amount of Notes accepted in each
Offer, (ii) the offer yield, which is equal to the sum of (a) the
fixed spread for the applicable series of Notes plus (b) the yield
of the specified Reference U.S. Treasury Security (as set forth in
the Launch Press Release) for that series as of 11:00 a.m. (Eastern
time) today, September 19, 2018, and (iii) the Total Consideration
for each series of Notes. On September 21, 2018, holders of Notes
validly tendered at or prior to the Early Participation Date that
are accepted for purchase by Verizon will receive the applicable
Total Consideration, in cash, and an additional cash payment equal
to accrued and unpaid interest on such Notes to, but not including,
the relevant Settlement Date (as defined in the Launch Press
Release) (the “Accrued Coupon Payment”).
Verizon has retained Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, RBC Capital Markets, LLC and Wells Fargo
Securities, LLC to act as lead dealer managers for the Offers, and
ICBC Standard Bank Plc, Loop Capital Markets LLC, Blaylock Van, LLC
and C.L. King & Associates, Inc. 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), J.P. Morgan at (866)
834-4666 (toll-free) or (212) 834-4811 (collect), RBC Capital
Markets at (877) 381-2099 (toll-free) or (212) 618-7843 (collect)
or Wells Fargo Securities at (866) 309-6316 (toll-free) or (704)
410-4756 (collect).
Global Bondholder Services Corporation is acting 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 to Purchase 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.
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
that has implemented the Prospectus Directive, 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 circumstances where it
does not apply (such persons together being “relevant
persons”).
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
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. 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:Bob
Varettoni908-559-6388robert.a.varettoni@verizon.com
Verizon Communications (NYSE:VZ)
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