Verizon Communications Inc. (“Verizon”) (NYSE:VZ) (NASDAQ:VZ) today
announced the commencement of two related transactions to
repurchase 13 series of its outstanding notes.
Exchange Offers
The first transaction consists of 13 separate private offers to
exchange (the “Exchange Offers”) any and all of the outstanding
series of notes listed in the table below (collectively, the “Old
Notes”) in exchange for newly issued debt securities of Verizon
(the “New Notes”), on the terms and subject to the conditions set
forth in the Offering Memorandum dated June 11, 2018 (the “Offering
Memorandum”), the eligibility letter (the “Eligibility Letter”) and
the accompanying exchange offer notice of guaranteed delivery (the
“Exchange Offer Notice of Guaranteed Delivery” which, together with
the Offering Memorandum and the Eligibility Letter, constitute the
“Exchange Offer Documents”). Only a holder who has duly completed
and returned an Eligibility Letter certifying that it is either (1)
a “qualified institutional buyer” (as defined in Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”)); or
(2) a person located outside the United States who is (i) not a
“U.S. person” (as defined in Rule 902 under the Securities Act),
(ii) not acting for the account or benefit of a U.S. person and
(iii) a “Non-U.S. qualified offeree” (as defined below), are
authorized to receive the Offering Memorandum and to participate in
the Exchange Offers (such holders, “Exchange Offer Eligible
Holders”).
The Exchange Offers will each expire at 5:00 p.m. (Eastern time)
on June 15, 2018, unless extended or earlier terminated (such date
and time with respect to an Exchange Offer, as the same may be
extended with respect to such Exchange Offer, the “Exchange Offer
Expiration Date”). Old Notes tendered for exchange may be validly
withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on
June 15, 2018, unless extended or earlier terminated (such date and
time with respect to an Exchange Offer, as the same may be extended
with respect to such Exchange Offer, the “Exchange Offer Withdrawal
Date”), but not thereafter, unless extended by Verizon. The
“Exchange Offer Settlement Date” with respect to an Exchange Offer
will be promptly following the Exchange Offer Expiration Date and
is expected to be June 21, 2018.
On the terms and subject to the conditions set forth in the
Exchange Offer Documents, Verizon is offering to exchange any and
all of its outstanding notes listed below for New Notes:
CUSIP/ ISINNumber(s) |
Title of Security |
PrincipalAmountOutstanding |
Reference U.S.Treasury Security(1) |
BloombergReferencePage |
Fixed Spread(basis points) |
Hypothetical Fixed Rate Note Total Exchange
Price(2) |
Floating Rate Note Total Exchange Price(3) |
92343VCH5 |
2.625%
notes due 2020 |
$991,486,000 |
1.375%
due Feb. 15, 2020 |
PX4 |
+15 |
$999.90 |
N/A |
92343VDZ4 |
Floating Rate Notes due 2020 |
$1,500,000,000 |
N/A |
N/A |
N/A |
N/A |
$1,012.50 |
92343VCC6 |
3.450%
notes due 2021 |
$861,617,000 |
2.625%
due May 15, 2021 |
PX1 |
+30 |
$1,013.45 |
N/A |
92343VAX2 |
4.600%
notes due 2021 |
$1,334,842,000 |
2.625%
due May 15, 2021 |
PX1 |
+35 |
$1,042.76 |
N/A |
92343VDG6 |
1.750%
notes due 2021 |
$873,757,000 |
2.625%
due May 15, 2021 |
PX1 |
+40 |
$961.72 |
N/A |
92343VCN2 |
3.000%
notes due 2021* |
$1,226,930,000 |
2.625%
due May 15, 2021 |
PX1 |
+45 |
$997.35 |
N/A |
92343VBC7 |
3.500%
notes due 2021 |
$1,628,716,000 |
2.625%
due May 15, 2021 |
PX1 |
+45 |
$1,013.19 |
N/A |
92343VDQ4 / |
2.946%
notes due 2022 |
$1,285,234,000 |
2.750%
due May 31, 2023 |
PX1 |
+55 |
$986.80 |
N/A |
92343VDM3 / USU9221AAS79 |
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92343VDW1 |
3.125%
notes due 2022 |
$1,850,000,000 |
2.750%
due May 31, 2023 |
PX1 |
+55 |
$993.03 |
N/A |
92343VDX9 |
Floating Rate Notes due 2022 |
$1,400,000,000 |
N/A |
N/A |
N/A |
N/A |
$1,022.00 |
92343VBJ2 |
2.450%
notes due 2022* |
$1,464,954,000 |
2.750%
due May 31, 2023 |
PX1 |
+60 |
$962.80 |
N/A |
92343VBR4 |
5.150%
notes due 2023 |
$5,702,898,000 |
2.750%
due May 31, 2023 |
PX1 |
+70 |
$1,079.52 |
N/A |
92343VBY9 |
4.150%
notes due 2024* |
$1,250,000,000 |
2.750%
due May 31, 2023 |
PX1 |
+85 |
$1,025.94 |
N/A |
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(1) The Total Exchange Price (as defined below) for each
series of Old Notes other than the Floating Rate Notes (as defined
below) (the “Fixed Rate Notes”) (such price, the “Fixed Rate Note
Total Exchange Price”) payable in principal amount of New Notes per
each $1,000 principal amount of each series of Fixed Rate Notes
validly tendered at or prior to the applicable Exchange Offer
Expiration Date or the Exchange Offer Guaranteed Delivery Date (as
defined below) pursuant to the guaranteed delivery procedures will
be based on the fixed spread specified in the table above (the
“Fixed Spread”) for the applicable series of Fixed Rate Notes, plus
the yield of the specified Reference U.S. Treasury Security for
that series as of 11:00 a.m. (Eastern time) on June 15, 2018,
unless extended with respect to the applicable Exchange Offer (such
date and time with respect to an Exchange Offer, as the same may be
extended with respect to such Exchange Offer, the “Exchange Offer
Price Determination Date”). The Total Exchange Price does not
include any accrued and unpaid interest, which will be payable in
cash in addition to the applicable Total Exchange Price. |
(2) Payable in principal amount of New Notes per each $1,000
principal amount of each series of Fixed Rate Notes, assuming that
the applicable reference yield had been measured at 11:00 a.m.
(Eastern time) on June 8, 2018 and assuming a hypothetical
settlement date of June 21, 2018. The hypothetical information
provided in the table above is for illustrative purposes only.
Verizon makes no representation with respect to the actual
consideration that may be paid, and such amounts may be greater or
less than those shown in the table above depending on (for all
Fixed Rate Notes) the yield of the applicable Reference U.S.
Treasury Security as of the applicable Exchange Offer Price
Determination Date. |
(3) Payable in principal amount of New Notes per each
$1,000 principal amount of floating rate notes due 2020 and
floating rate notes due 2022 (collectively, the “Floating Rate
Notes”) validly tendered at or prior to the applicable Exchange
Offer Expiration Date or the Exchange Offer Guaranteed Delivery
Date pursuant to the guaranteed delivery procedures (such amount,
the “Floating Rate Note Total Exchange Price” and, together with
the Fixed Rate Note Total Exchange Price, the “Total Exchange
Price”). |
* Denotes a series of Fixed Rate Notes for which the
calculation of the applicable Fixed Rate Note Total Exchange Price
may be performed using the present value of such Fixed Rate Notes
as determined at the applicable Exchange Offer Price Determination
Date as if the principal amount of such Old Notes had been due on
the applicable Par Call Date (as defined in the Offering
Memorandum). |
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Exchange Offer Eligible Holders who (i)
validly tender Old Notes at or prior to the Exchange Offer
Expiration Date or (ii) deliver a properly completed and duly
executed Exchange Offer Notice of Guaranteed Delivery and all other
required documents at or prior to the Exchange Offer Expiration
Date and validly tender their Old Notes at or prior to 5:00 p.m.
(Eastern time) on the second business day after the applicable
Exchange Offer Expiration Date (such date and time with respect to
an Exchange Offer, as the same may be extended with respect to such
Exchange Offer, the “Exchange Offer Guaranteed Delivery Date”)
pursuant to the guaranteed delivery procedures, and whose Old Notes
are accepted for exchange by Verizon, will receive the applicable
Total Exchange Price for each $1,000 principal amount of such Old
Notes, which will be payable in principal amount of New Notes.
The table above sets forth the applicable Floating Rate Note
Total Exchange Price payable by Verizon for each $1,000 principal
amount of each series of Floating Rate Notes validly tendered at or
prior to the Exchange Offer Expiration Date or the Exchange Offer
Guaranteed Delivery Date pursuant to the guaranteed delivery
procedures, and accepted by Verizon pursuant to the Exchange
Offers.
The applicable Total Exchange Price payable by Verizon for each
$1,000 principal amount of each series of Fixed Rate Notes validly
tendered at or prior to the Exchange Offer Expiration Date or the
Exchange Offer Guaranteed Delivery Date pursuant to the guaranteed
delivery procedures, and accepted by Verizon pursuant to the
Exchange Offers, will be determined in accordance with standard
market practice, as described in the Offering Memorandum, using the
applicable yield to maturity equal to the sum of (a) the applicable
Fixed Spread for such series of Fixed Rate Notes, plus (b) the
applicable reference yield, which shall be based on the bid-side
price of the applicable Reference U.S. Treasury Security (specified
in the table above) at the Exchange Offer Price Determination
Date.
Verizon will announce the applicable Fixed Rate Note Total
Exchange Price for each series of Fixed Rate Notes as soon as
practicable after such prices are determined by the lead dealer
managers on the Exchange Offer Price Determination Date.
In addition to the applicable Total Exchange Price, Exchange
Offer Eligible Holders whose Old Notes are accepted for exchange
will receive a cash payment equal to the accrued and unpaid
interest on such Old Notes from and including the immediately
preceding interest payment date for such Old Notes to, but
excluding, the relevant Exchange Offer Settlement Date. Interest
will cease to accrue on the Exchange Offer Settlement Date for all
Old Notes accepted in the Exchange Offers, including those Old
Notes tendered through the guaranteed delivery procedures.
The New Notes will mature on September 21, 2028 and will bear
interest at a rate per annum equal to the sum of (a) the yield of
the 2.875% U.S. Treasury Security due May 15, 2028, as
calculated by the lead dealer managers in accordance with standard
market practice and as described in the Offering Memorandum, plus
(b) 143 basis points, such sum rounded to the third decimal place
when expressed as a percentage.
Pursuant to the Minimum Issue Requirement, Verizon will not
complete the Exchange Offers if the aggregate principal amount of
New Notes to be issued would be less than $1.0 billion. Verizon may
not waive the Minimum Issue Requirement.
In addition to the Minimum Issue Requirement, Verizon’s
obligation to accept any series of Old Notes tendered in the
Exchange Offers is subject to the satisfaction of certain
conditions applicable to the Exchange Offer for such series as
described in the Offering Memorandum, including, among others, the
New Notes Capacity Condition (as defined below) and the Cash Offer
Completion Condition (as defined below). Verizon expressly reserves
the right, subject to applicable law, to waive any and all
conditions to any Exchange Offer, other than conditions described
by Verizon as non-waivable.
The maximum principal amount of New Notes that Verizon will
issue in all the Exchange Offers will not exceed $6.2 billion (the
“New Notes Maximum Amount”), unless waived by Verizon as provided
in the Offering Memorandum. If, at the Exchange Offer Expiration
Date for a particular Exchange Offer, the aggregate Total Exchange
Price payable for all validly tendered Old Notes of a particular
series is greater than the New Notes Maximum Amount (after
exchanging all validly tendered Old Notes of each series with a
higher acceptance priority level), then Verizon will not be
obligated to accept for exchange, or issue any New Notes in
exchange for, such series of Old Notes and may terminate the
Exchange Offer with respect to such series of Old Notes and each
series of Old Notes with a lower acceptance priority level (the
“New Notes Capacity Condition”). Either all Old Notes in an
Exchange Offer will be accepted or no Old Notes in a particular
Exchange Offer will be accepted as a result of the New Notes
Capacity Condition. There will be no proration of any series of Old
Notes.
Verizon’s obligation to complete any Exchange Offer with respect
to a given series of Old Notes is conditioned on the completion of
the corresponding Cash Offer (as defined below) for such series of
Old Notes (with respect to each Exchange Offer, the “Cash Offer
Completion Condition”). Verizon will terminate the Exchange Offer
for a given series of Old Notes if it terminates the Cash Offer for
such series of Old Notes, and it will terminate the Cash Offer for
a given series of Old Notes if it terminates the Exchange Offer for
such series of Old Notes. The termination of a Cash Offer for a
series of Old Notes will not impact the Exchange Offer for any
other series of Old Notes. If Verizon extends the Cash Offer for a
series of Old Notes for any reason, Verizon will extend the
corresponding Exchange Offer for such series of Old Notes. The Cash
Offer Completion Condition cannot be waived by Verizon.
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
Information Agent and the Exchange Agent for the Exchange Offers.
Questions or requests for assistance related to the Exchange Offers
or for additional copies of the Exchange 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. The
Exchange Offer Documents can be accessed at the following link:
http://gbsc-usa.com/eligibility/Verizon.
Cash Offers
The second transaction consists of 13 separate offers to
purchase for cash (the “Cash Offers”) any and all of each series of
Old Notes, on the terms and subject to the conditions set forth in
the Offer to Purchase dated June 11, 2018 (the “Offer to
Purchase”), the certification instructions letter (the
“Certification Instructions Letter”) and the accompanying cash
offer notice of guaranteed delivery (the “Cash Offer Notice of
Guaranteed Delivery” which, together with the Offer to Purchase and
the Certification Instructions Letter, constitute the “Tender Offer
Documents” and, collectively with the Exchange Offer Documents, the
“Offer Documents”). Only holders who are not Exchange Offer
Eligible Holders (“Cash Offer Eligible Holders”) are eligible to
participate in the Cash Offers. Holders of Old Notes participating
in the Cash Offers will be required to complete the Certification
Instructions Letter and certify that they are Cash Offer Eligible
Holders.
CUSIP/ ISIN Number(s) |
Title of Security |
Principal AmountOutstanding |
Reference U.S.Treasury Security(1) |
Bloomber ReferencePage |
FixedSpread(basis points) |
Hypothetical Fixed Rate Note Total
Consideration(2) |
Floating Rate Note
Total Consideration(3) |
92343VCH5 |
2.625% notes due 2020 |
$991,486,000 |
1.375% due Feb. 15, 2020 |
PX4 |
+15 |
$999.90 |
N/A |
92343VDZ4 |
Floating Rate Notes due 2020 |
$1,500,000,000 |
N/A |
N/A |
N/A |
N/A |
$1,012.50 |
92343VCC6 |
3.450% notes due 2021 |
$861,617,000 |
2.625% due May 15, 2021 |
PX1 |
+30 |
$1,013.45 |
N/A |
92343VAX2 |
4.600% notes due 2021 |
$1,334,842,000 |
2.625% due May 15, 2021 |
PX1 |
+35 |
$1,042.76 |
N/A |
92343VDG6 |
1.750% notes due 2021 |
$873,757,000 |
2.625% due May 15, 2021 |
PX1 |
+40 |
$961.72 |
N/A |
92343VCN2 |
3.000% notes due 2021* |
$1,226,930,000 |
2.625% due May 15, 2021 |
PX1 |
+45 |
$997.35 |
N/A |
92343VBC7 |
3.500% notes due 2021 |
$1,628,716,000 |
2.625% due May 15, 2021 |
PX1 |
+45 |
$1,013.19 |
N/A |
92343VDQ4 / |
2.946% notes due 2022 |
$1,285,234,000 |
2.750% due May 31, 2023 |
PX1 |
+55 |
$986.80 |
N/A |
92343VDM3 / USU9221AAS79 |
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92343VDW1 |
3.125% notes due 2022 |
$1,850,000,000 |
2.750% due May 31, 2023 |
PX1 |
+55 |
$993.03 |
N/A |
92343VDX9 |
Floating Rate Notes due 2022 |
$1,400,000,000 |
N/A |
N/A |
N/A |
N/A |
$1,022.00 |
92343VBJ2 |
2.450% notes due 2022* |
$1,464,954,000 |
2.750% due May 31, 2023 |
PX1 |
+60 |
$962.80 |
N/A |
92343VBR4 |
5.150% notes due 2023 |
$5,702,898,000 |
2.750% due May 31, 2023 |
PX1 |
+70 |
$1,079.52 |
N/A |
92343VBY9 |
4.150% notes due 2024* |
$1,250,000,000 |
2.750% due May 31, 2023 |
PX1 |
+85 |
$1,025.94 |
N/A |
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(1) The Total Consideration for each series of
Fixed Rate Notes (such consideration, the “Fixed Rate Note Total
Consideration”) payable per each $1,000 principal amount of each
series of Fixed Rate Notes validly tendered at or prior to the
applicable Exchange Offer Expiration Date or the Cash Offer
Guaranteed Delivery Date (as defined below) pursuant to the
guaranteed delivery procedures will be based on the fixed spread
for the applicable series of Fixed Rate Notes, plus the yield of
the specified Reference U.S. Treasury Security for that series
as of 11:00 a.m. (Eastern time) on June 15, 2018, unless
extended with respect to the applicable Cash Offer (such date and
time with respect to a Cash Offer, as the same may be extended with
respect to such Cash Offer, the “Cash Offer Price Determination
Date”). The Total Consideration does not include any accrued and
unpaid interest, which will be payable in cash in addition to the
applicable Total Consideration. |
(2) Per $1,000 principal amount of Fixed Rate Notes,
assuming that the applicable reference yield had been measured at
11:00 a.m. (Eastern time) on June 8, 2018 and assuming a
hypothetical settlement date of June 21, 2018. The hypothetical
information provided in the table above is for illustrative
purposes only. Verizon makes no representation with respect to the
actual consideration that may be paid, and such amounts may be
greater or less than those shown in the table above depending on
(for all Fixed Rate Notes) the yield of the applicable Reference
U.S. Treasury Security as of the applicable Cash Offer Price
Determination Date. |
(3) Payable per each $1,000 principal amount of
Floating Rate Notes validly tendered at or prior to the applicable
Cash Offer Expiration Date or the Cash Offer Guaranteed Delivery
Date pursuant to the guaranteed delivery procedures (such amount
the “Floating Rate Note Total Consideration” and, together with the
Fixed Rate Note Total Consideration, the “Total
Consideration”). |
* Denotes a series of Fixed Rate Notes for which the
calculation of the applicable Fixed Rate Note Total Consideration
may be performed using the present value of such Fixed Rate Notes
as determined at the applicable Cash Offer Price Determination Date
as if the principal amount of such Fixed Rate Notes had been due on
the applicable Par Call Date (as defined in the Offer to
Purchase). |
The Cash Offers will each expire at 5:00 p.m. (Eastern time) on
June 15, 2018, unless extended or earlier terminated (such date and
time with respect to a Cash Offer, as the same may be extended with
respect to such Cash Offer, the “Cash Offer Expiration Date”). Old
Notes tendered for purchase may be validly withdrawn at any time at
or prior to 5:00 p.m. (Eastern time) on June 15, 2018, unless
extended or earlier terminated (such date and time with respect to
a Cash Offer, as the same may be extended with respect to such Cash
Offer, the “Cash Offer Withdrawal Date”), but not thereafter,
unless extended by Verizon. The “Cash Offer Settlement Date” with
respect to a Cash Offer will be promptly following the Cash Offer
Expiration Date and is expected to be June 21, 2018.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, Cash Offer Eligible Holders who (i) validly
tender Old Notes at or prior to the Cash Offer Expiration Date or
(ii) deliver a properly completed and duly executed Cash Offer
Notice of Guaranteed Delivery at or prior to the Cash Offer
Expiration Date and validly tender their Old Notes at or prior to
5:00 p.m (Eastern time) on the second business day after the
applicable Cash Offer Expiration Date (such date and time with
respect to a Cash Offer, as the same may be extended with respect
to such Cash Offer, the “Cash Offer Guaranteed Delivery Date”)
pursuant to the guaranteed delivery procedures, and whose Old Notes
are accepted for purchase by Verizon, will receive the applicable
Total Consideration for each $1,000 principal amount of Old Notes,
which will be payable in cash.
The table above sets forth the applicable Floating Rate Note
Total Consideration payable by Verizon for each $1,000 principal
amount of each series of Floating Rate Notes validly tendered at or
prior to the Cash Offer Expiration Date or the Cash Offer
Guaranteed Delivery Date pursuant to the guaranteed delivery
procedures, and accepted by Verizon pursuant to the Cash
Offers.
The applicable Fixed Rate Note Total Consideration payable by
Verizon for each $1,000 principal amount of each series of Fixed
Rate Notes validly tendered at or prior to the Cash Offer
Expiration Date or the Cash Offer Guaranteed Delivery Date pursuant
to the guaranteed delivery procedures, and accepted by Verizon
pursuant to the Cash Offers, will be equal to the price, determined
in accordance with standard market practice, as described in the
Offer to Purchase, that equates to a yield to maturity equal to the
sum of (a) the applicable fixed spread specified in the table above
for each such series of Fixed Rate Notes, plus (b) the applicable
reference yield, which shall be based on the bid-side price of the
applicable Reference U.S. Treasury Security (specified in the table
above) on the Cash Offer Price Determination Date.
Verizon will announce the applicable Fixed Rate Note Total
Consideration for each series of Fixed Rate Notes as soon as
practicable after they are determined by the lead dealer managers
on the Cash Offer Price Determination Date. The Total Consideration
has been determined by Verizon in its reasonable discretion to
approximate the value of the Total Exchange Prices payable in New
Notes in the corresponding Exchange Offers.
In addition to the applicable Total Consideration, Cash Offer
Eligible Holders whose Old Notes are accepted for purchase will be
paid accrued and unpaid interest on such Old Notes from and
including the immediately preceding interest payment date for such
Old Notes to, but excluding, the Cash Offer Settlement Date.
Interest will cease to accrue on the Cash Offer Settlement Date for
all Old Notes accepted in the Cash Offers, including those Old
Notes tendered through the guaranteed delivery procedures.
Verizon’s obligation to accept any series of Old Notes tendered
in the Cash Offers is subject to the satisfaction of certain
conditions applicable to the Cash Offer for such series as
described in the Offer to Purchase, including the Maximum Total
Consideration Condition (as defined below) and the Exchange Offer
Completion Condition (as defined below). Verizon expressly reserves
the right, subject to applicable law, to waive any and all
conditions to any Cash Offer, other than conditions described by
Verizon as non-waivable.
The maximum aggregate amount of cash that Verizon will use to
purchase all validly tendered Old Notes in the Cash Offers is
$250.0 million (the “Cash Cap”), unless waived by Verizon as
provided in the Offer to Purchase. If, at the Cash Offer Expiration
Date for a particular Cash Offer, the aggregate Total Consideration
payable for a particular series of validly tendered Old Notes is
greater than the Cash Cap (after accepting for tender and paying
the aggregate Total Consideration for all validly tendered Old
Notes of each series with a higher acceptance priority level), then
Verizon will not be obligated to accept for purchase such series of
Old Notes and may terminate the Cash Offer with respect to such
series of Old Notes and each series of Old Notes with a lower
acceptance priority level (the “Maximum Total Consideration
Condition”). Either all Old Notes in a Cash Offer will be accepted
or no Old Notes in a particular Cash Offer will be accepted as a
result of the Maximum Total Consideration Condition. There will be
no proration of any series of Old Notes.
Verizon’s obligation to complete any Cash Offer with respect to
a given series of Old Notes is conditioned on the completion of the
corresponding Exchange Offer for such series of Old Notes (with
respect to each Cash Offer, the “Exchange Offer Completion
Condition”). Verizon will terminate the Cash Offer for a given
series of Old Notes if it terminates the Exchange Offer for such
series of Old Notes, and it will terminate the Exchange Offer for a
given series of Old Notes if it terminates the Cash Offer for such
series of Old Notes. The termination of an Exchange Offer for a
series of Old Notes will not impact the Cash Offer for any other
series of Old Notes. If Verizon extends the Exchange Offer for a
series of Old Notes for any reason, Verizon will extend the
corresponding Cash Offer for such series of Old Notes. The Exchange
Offer Completion Condition cannot be waived by Verizon.
Global Bondholder Services Corporation will act as the
Information Agent and the Tender Agent for the Cash Offers.
Questions or requests for assistance related to the Cash Offers or
for additional copies of the Tender 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 Cash Offers. The Tender Offer Documents
can be accessed at the following link
http://www.gbsc-usa.com/Verizon.
Verizon refers to the Exchange Offers and the Cash Offers,
collectively, as the “Offers.”
If Verizon terminates any Offer with respect to one or more
series of Old Notes, it will give prompt notice to the Tender Agent
or Exchange Agent, as applicable, and all Old Notes tendered
pursuant to such terminated Offer will be returned promptly to the
tendering holders thereof. With effect from such termination, any
Old Notes blocked in DTC will be released.
Holders are advised to check with any bank, securities
broker or other intermediary through which they hold Old 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 Exchange Offers or Cash
Offers, as applicable, before the deadlines specified herein and in
the Exchange Offer Documents or the Tender Offer Documents, as
applicable. The deadlines set by each clearing system for the
submission and withdrawal of exchange instructions will also be
earlier than the relevant deadlines specified herein and in the
Exchange Offer Documents or the Tender Offer Documents, as
applicable.
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 are being made
solely pursuant to the Offering Memorandum and related documents
and the Cash Offers are being made solely pursuant to the Offer to
Purchase and related documents. The Offers 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 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 directed at 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
(each a “Member State”) 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”). 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. For purposes of the foregoing, the
“Prospectus Directive” means the Prospectus Directive 2003/71/EC,
as amended, including pursuant to Directive 2010/73/EU.
“Non-U.S. qualified offeree” means:
(1) in relation to each Member State, with effect
from and including the date on which the Prospectus Directive is
implemented in that Member State:
(a) any legal entity which is
a qualified investor as defined in Article 2(l)(e) of the
Prospectus Directive; or
(b) any other entity in any
other circumstances falling within Article 3(2) of the
Prospectus Directive, provided that no such offer of the New Notes
shall require Verizon or the dealer managers to publish a
prospectus pursuant to Article 3 of the Prospectus Directive;
or
(2) in relation to each member state of the
European Economic Area, a person that is not a retail investor. For
the purposes of this provision: (i) the expression “retail
investor” means a person who is one (or more) of the following: (A)
a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, “MiFID II”); or (B) a customer
within the meaning of Directive 2002/92/EC, where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (C) not a qualified investor as
defined in the Prospectus Directive; or
(3) any entity outside of the United
States and the European Economic Area to whom the offers
related to the New Notes may be made in compliance with all other
applicable laws and regulations of any applicable jurisdiction.
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
Varettoni908-559-6388robert.a.varettoni@verizon.com
Verizon Communications (NYSE:VZ)
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