NEW YORK, Oct. 23, 2017 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today
announced the pricing terms of its previously announced 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"). Capitalized terms used herein, but not otherwise
defined herein, shall have the meanings assigned to such terms in
the Offer to Purchase.
On the terms and subject to the conditions set forth in the
Offer to Purchase, set forth below is the applicable Total
Consideration for each series of Notes, as calculated on the Price
Determination Date.
Euro Offer
ISIN
|
Issuer
|
Title of
Security
|
Reference
Benchmark
|
Bloomberg
Reference
Page
|
Fixed
Spread
(basis
points)
|
Offer
Yield
|
Total
Consideration (1)
|
Financing
Condition
Euro
Acceptance
Priority Level
|
XS1030900168
|
Verizon
Communications Inc.
|
2.375% Notes due
2022
|
EUR February 2022
Interpolated Mid-Swap Rate
|
ICAE 1
|
5
|
0.183%
|
€1,094.00
|
1
|
XS1405767275
|
Verizon
Communications Inc.
|
0.500% Notes due
2022
|
EUR June 2022
Interpolated
Mid-Swap Rate
|
ICAE 1
|
10
|
0.275%
|
€1,010.26
|
2
|
XS1146282634
|
Verizon
Communications Inc.
|
1.625% Notes due
2024
|
EUR 2024
Interpolated
Mid-Swap Rate
|
ICAE 1
|
30
|
0.725%
|
€1,055.58
|
3
|
GBP Offer
ISIN
|
Issuer
|
Title of
Security
|
Reference
Benchmark
|
Bloomberg
Reference
Page
|
Fixed
Spread
(basis
points)
|
Offer
Yield
|
Total
Consideration
(1)
|
Financing
Condition
GBP
Acceptance
Priority Level
|
XS1030900325
|
Verizon
Communications Inc.
|
4.750% Notes due
2034
|
UKT 4.50%
09/07/34
|
FIT
GLT10-50
|
145
|
3.230%
|
£1,190.27
|
1
|
XS1579033819
|
Verizon
Communications Inc.
|
4.073% Notes due
2024
|
UKT 2.75%
09/07/24
|
PXUK
|
95
|
1.956%
|
£1,130.53
|
2
|
__________________
(1) Payable in cash
per each €1,000 or £1,000 principal amount, as applicable, 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not validly withdrawn before the Withdrawal Date (as defined below)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.
|
The Offers will expire at 4:00 a.m. Eastern Time /
9:00 a.m. British Summer Time
tomorrow, 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 tomorrow, 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 occur 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, Holders who (i) validly tender and 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 and all other required documents at or prior to
the Expiration Date and validly tender and do not validly withdraw
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 or £1,000 principal amount, as
applicable, of such Notes, which will be payable in cash.
In addition to the applicable Total Consideration, Holders whose
Notes are accepted for purchase will receive a cash payment equal
to the 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 and conditions 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 previously announced Euro
Financing Condition and GBP Financing Condition.
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 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 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 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 for 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
Logo:
http://mma.prnewswire.com/media/588438/Verizon_Logo.jpg