NEW YORK, Nov. 15, 2017 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced
the commencement of offers to exchange (the "Exchange Offers"), on
behalf of certain of its wholly-owned subsidiaries, any and all of
the outstanding series of notes listed below (the "Old Notes") for
specified series of newly issued debt securities of Verizon
(collectively, the "New Notes") (and additional cash amounts for
certain series of Old Notes) on the terms and subject to the
conditions set forth in the Exchange Offer and Consent Solicitation
Statement dated November 15, 2017 (the "Exchange Offer and
Consent Solicitation Statement" and, together with the accompanying
letter of transmittal and eligibility letter, the "Offer
Documents"). Concurrently with the Exchange Offers, Verizon,
on behalf of such subsidiaries, is soliciting consents (the
"Consent Solicitations") to the proposed amendments (the "Proposed
Amendments") to the indentures governing the Old Notes (the
"Existing Indentures") in order to, among other things, eliminate
certain of the restrictive covenants contained therein, on the
terms and subject to the conditions set forth in the Offer
Documents. If an Eligible Holder (as defined below) validly
tenders Old Notes in an Exchange Offer, such Eligible Holder will
be deemed to deliver its consent, with respect to the principal
amount of such tendered Old Notes, to the Proposed
Amendments. Eligible Holders may neither deliver their
consents in a particular Consent Solicitation without tendering Old
Notes in the related Exchange Offer, nor may they tender Old Notes
in a particular Exchange Offer without delivering their consents
with respect to such Old Notes in the related Consent
Solicitation. The completion of any Exchange Offer is not
conditioned on the receipt of the requisite consents in the related
Consent Solicitation.
Only holders who have duly completed and returned an eligibility
letter (which can be accessed at the following link:
http://gbsc-usa.com/eligibility/verizon) certifying that they are
either (1) "qualified institutional buyers" 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 are "Non-U.S.
qualified offerees" (as defined in the eligibility letter) are
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").
Verizon today also announced the commencement of separate cash
tender offers, for its own account and on behalf of certain of its
wholly-owned subsidiaries, to purchase 31 series of outstanding
notes, including the Old Notes, and consent solicitations for 19
series of outstanding notes, including the Old Notes, on the terms
and subject to the conditions set forth in the Offer to Purchase
and Consent Solicitation Statement dated November 15,
2017. Consents delivered for a series of Old Notes in
connection with the Exchange Offers will be cumulated with the
consents delivered for such series of Old Notes in connection with
the separate cash tender offers. The cash tender offers and
consent solicitations are separate and distinct from the Exchange
Offers and Consent Solicitations, and neither the Exchange Offers
and Consent Solicitations nor the separate cash tender offers and
consent solicitations are conditioned upon the consummation of the
other such offer.
The Exchange Offers and Consent Solicitations will each expire
at 11:59 p.m. (New York City time) on December 13, 2017
unless extended or earlier terminated by Verizon (such date and
time with respect to an Exchange Offer and Consent Solicitation, as
the same may be extended with respect to such Exchange Offer and
Consent Solicitation, the "Expiration Date"). To be eligible
to receive the Total Consideration (as defined below), which
includes the Early Participation Payment (as defined below),
Eligible Holders must validly tender their Old Notes at or prior to
5:00 p.m. (New York City time) on November 29, 2017
unless extended or earlier terminated (such date and time with
respect to an Exchange Offer and Consent Solicitation, as the same
may be extended with respect to such Exchange Offer and Consent
Solicitation, the "Early Participation Date"). The applicable
"Total Consideration" payable by Verizon for each $1,000 principal amount of Old Notes that are
validly tendered at or prior to the applicable Early Participation
Date and accepted by Verizon will consist of (i) the principal
amount of the applicable series of New Notes equal to the
applicable New Notes Consideration as set forth in the tables below
under the heading "New Notes Consideration" (which amounts are
inclusive of the Early Participation Payment) (the "New Notes
Consideration"), and (ii) in the case of the Adjusted Notes only,
the applicable Cash Amount (as defined below) in cash. The
"Early Participation Payment" for each series of Old Notes validly
tendered at or prior to the applicable Early Participation Date is
equal to $50 principal amount of the
applicable series of New Notes for each $1,000 principal amount of such Old Notes.
Eligible Holders who validly tender their Old Notes after the
applicable Early Participation Date, but at or prior to the
applicable Expiration Date, will be eligible to receive the
consideration (the "Exchange Consideration") for any such series
accepted, which will consist, for each $1,000 principal amount of such Old Notes validly
tendered and accepted for exchange by Verizon, of (i) the principal
amount of the applicable series of New Notes equal to the
applicable New Notes Consideration, minus the Early Participation
Payment and (ii) in the case of the Adjusted Notes (as defined
below) only, the applicable Cash Amount in cash. All Eligible
Holders whose Old Notes (and related consents) are accepted in an
Exchange Offer and Consent Solicitation will receive a cash payment
equal to accrued and unpaid interest on such Old Notes to, but not
including, the Settlement Date (as defined below) (the "Accrued
Coupon Payment") in addition to their Total Consideration or
Exchange Consideration, as applicable. There is no separate
consent payment for the Consent Solicitations.
Promptly after the Expiration Date, Verizon will issue a press
release specifying, among other things, the aggregate principal
amount of Old Notes accepted in each Exchange Offer and Consent
Solicitation.
Old Notes may be validly withdrawn (and related consents may be
validly revoked) at any time at or prior to the earlier of
(i) 5:00 p.m. (New York City
time) on November 29, 2017, unless extended with respect to
any Exchange Offer and Consent Solicitation, or (ii) the
effectiveness of the supplemental indentures to the corresponding
Existing Indentures implementing the applicable Proposed Amendments
(such date and time with respect to an Exchange Offer and Consent
Solicitation, as the same may be extended with respect to such
Exchange Offer and Consent Solicitation, the "Withdrawal and
Revocation Date"), but not thereafter.
The Offers are subject to the terms and conditions described in
the Exchange Offer and Consent Solicitation Statement, including
the "Minimum Issue Condition," pursuant to which, at the applicable
Expiration Date, the aggregate principal amount of New Notes to be
issued on the Settlement Date pursuant to the Exchange Offers must
be at least $75 million with respect
to the New Notes due 2022 (as defined below), or $100 million with respect to the New Notes due
2029 and the New Notes due 2032 (each as defined below).
Verizon reserves the right, subject to applicable law, to waive any
and all conditions to any Exchange Offer and Consent
Solicitation.
On the terms and subject to the conditions set forth in the
Exchange Offer and Consent Solicitation Statement, Verizon is
offering to exchange the following outstanding securities for the
consideration described below:
Offers to Exchange
Any and All of the Outstanding Notes Listed Below
for New 8.000% Notes
due 2022 Issued by Verizon Communications Inc. (the "New Notes due
2022"):
|
|
|
|
Composition of
Total Consideration
|
CUSIP
Number
|
Subsidiary
Issuer(1)
|
Title of
Security
|
Principal
Amount
Outstanding
|
New Notes
Consideration(2)
|
Cash Amount (for
the
Adjusted Notes Only)(3)
|
645767AY0
|
Verizon New Jersey
Inc.
|
8.000% Debentures due
2022
|
$111,392,000
|
$1,000
|
N/A
|
362320AT0
|
GTE LLC
|
8.750% Debentures due
2021*
|
$192,879,000
|
$1,002
|
N/A
|
165087AN7
|
Verizon Virginia
LLC
|
7.875% Debentures due
2022
|
$56,009,000
|
$980
|
N/A
|
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
|
New Notes
Consideration (2)
|
Cash Amount (for
the
Adjusted Notes Only)(3)
|
020039AJ2
|
Alltel
Corporation
|
6.800% Debentures due
2029
|
$138,677,000
|
$1,000
|
N/A
|
362320BA0
|
GTE LLC
|
6.940% Debentures due
2028†
|
$315,309,000
|
$826
|
$208
|
650094CJ2
|
Verizon New York
Inc.
|
6.500% Debentures due
2028
|
$69,404,000
|
$960
|
N/A
|
07786DAA4
|
Verizon Pennsylvania
LLC
|
6.000% Debentures due
2028†
|
$55,875,000
|
$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
|
$962
|
$153
|
078167AZ6
|
Verizon Pennsylvania
LLC
|
8.350% Debentures due
2030†
|
$31,343,000
|
$1,029
|
$119
|
165069AQ8
|
Verizon Maryland
LLC
|
8.300% Debentures due
2031*†
|
$21,314,000
|
$1,047
|
$99
|
078167BA0
|
Verizon Pennsylvania
LLC
|
8.750% Debentures due
2031†
|
$36,009,000
|
$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
|
New Notes
Consideration(2)
|
Cash Amount (for
the
Adjusted Notes Only)(3)
|
020039DC4
|
Alltel
Corporation
|
7.875% Senior Notes
due 2032
|
$173,779,000
|
$1,000
|
N/A
|
645767AW4
|
Verizon New Jersey
Inc.
|
7.850% Debentures due
2029*
|
$51,335,000
|
$962
|
N/A
|
644239AY1
|
Verizon New England
Inc.
|
7.875% Debentures due
2029*
|
$145,697,000
|
$964
|
N/A
|
92344XAB5
|
Verizon New York
Inc.
|
7.375% Debentures due
2032
|
$201,579,000
|
$946
|
N/A
|
92344WAB7
|
Verizon Maryland
LLC
|
5.125% Debentures due
2033†
|
$152,911,000
|
$568
|
$289
|
_______________________
(1)
|
See Annex A of the
Exchange Offer and Consent Solicitation Statement for a list of
original issuers, as applicable.
|
(2)
|
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 Early Participation 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. Eligible Holders who validly tender
Old Notes of any particular series after the Early Participation
Date, but at or prior to the Expiration Date, will receive the
Exchange Consideration, which will consist of (i) the principal
amount of the applicable series of New Notes equal to the
applicable New Notes Consideration set forth above, minus the Early
Participation Payment, and (ii) for the Adjusted Notes only, the
Cash Amount. In addition to the applicable Total
Consideration or Exchange Consideration, Eligible Holders whose Old
Notes are accepted for exchange will be paid the applicable Accrued
Coupon Payment in cash. The Accrued Coupon Payment in respect
of Old Notes accepted for exchange will be calculated in accordance
with the terms of such Old Notes. Interest will cease to
accrue on the Settlement Date for all Old Notes accepted in the
Exchange Offers and Consent Solicitations. There is no
separate consent payment for the Consent Solicitations.
|
(3)
|
For Adjusted Notes
only, the cash payment payable as part of the Total Consideration
or Exchange Consideration, as applicable, equal to the amount shown
in this column (the "Cash Amount") for each $1,000 principal amount
of Old Notes accepted for exchange.
|
*
|
Denotes a series of
Old 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 (as defined in the Exchange
Offer and Consent Solicitation Statement). With respect to
the Certificated Notes, all references to the Exchange Offer and
Consent Solicitation Statement herein shall also include the Letter
of Transmittal.
|
†
|
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 or
Exchange Consideration, as applicable.
|
When submitting a tender of Old Notes, an Eligible Holder must
elect, in the event the Minimum Issue Condition with respect to the
applicable series of New Notes is not satisfied or waived by
Verizon (and the applicable Total Consideration or Exchange
Consideration is not payable to such Eligible Holder), to
(i) receive cash (the "Cash Consideration") in an amount
determined using the formula and fixed spread set forth in the
Exchange Offer and Consent Solicitation Statement, based on the
formula and fixed spread used in the concurrent cash tender offers
(the "Cash Reversion Option"), in which case the related consents
will remain validly delivered, or (ii) have its Old Notes
returned, in which case the related consents shall be deemed
revoked. In the event an Eligible Holder fails to make an
election and the Minimum Issue Condition is not satisfied or waived
by Verizon, such holder will be deemed to elect the Cash Reversion
Option. There is no cap on the amount of Cash Consideration
payable by Verizon pursuant to the Exchange Offers and Consent
Solicitations.
The "Settlement Date," if any, is the date on which Verizon will
settle all Old Notes validly tendered and accepted for exchange (or
accepted for purchase pursuant to the Cash Reversion Option, if
applicable), subject to all conditions having been satisfied or
waived by Verizon. The Settlement Date is expected to be the
second business day following the applicable Expiration Date,
unless extended with respect to any Exchange Offer and Consent
Solicitation.
The New Notes due 2022 will mature on June 1, 2022, the New Notes due 2029 will mature
on May 1, 2029 and the New Notes due
2032 will mature on July 1,
2032. Verizon will pay interest on the New Notes due 2022 at
the rate of 8.000% per annum on June
1 and December 1 of each year,
commencing June 1, 2018, to holders
of record at the close of business on the preceding May 15 or November
15 as applicable. Verizon will pay interest on the New
Notes due 2029 at the rate of 6.800% per annum on May 1 and November
1 of each year, commencing May 1,
2018, to holders of record at the close of business on the
preceding April 15 and October 15, as applicable. Verizon will pay
interest on the New Notes due 2032 at the rate of 7.875% per annum
on January 1 and July 1 of each year, commencing January 1, 2018, to holders of record at the
close of business on the preceding December
15 or June 15, as
applicable.
If and 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.
Global Bondholder Services Corporation will act as the Exchange
Agent and Information Agent for the Exchange Offers and Consent
Solicitations. Questions or requests for assistance related
to the Exchange Offers and Consent Solicitations, including for
assistance in completing an eligibility letter, 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.
If Verizon terminates any Exchange Offer and Consent
Solicitation with respect to one or more series of Old Notes, it
will give prompt notice to the Exchange Agent or Information Agent,
as applicable, and all Old Notes tendered pursuant to such
terminated Exchange Offer and Consent Solicitation will be returned
promptly to the tendering holders thereof. With effect from
such termination, any Old Notes blocked in DTC will be
released.
Eligible Holders are advised to check with any bank,
securities broker or other intermediary through which they hold Old
Notes as to when such intermediary would need 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 Exchange Offers and Consent Solicitations
before the deadlines specified herein and in the Offer Documents.
The deadlines set by any such intermediary and DTC for the
submission and withdrawal of tender instructions will 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 Old Notes. The Exchange Offers and Consent
Solicitations are being made solely pursuant to the Offer
Documents. The Exchange Offers and Consent Solicitations 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 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
circumstances 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.
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