Verizon Communications Inc. (“Verizon”) (NYSE:VZ) (NASDAQ:VZ) today
announced the expiration and expiration date results of its two
previously announced related transactions to repurchase 13 series
of its outstanding notes. Additionally, Verizon today announced
that, in connection with the Cash Offers (as defined below), the
Cash Cap (as defined below) will be increased such that all Old
Notes (as defined below) validly tendered, and not validly
withdrawn, at or prior to the Cash Offer Expiration Date (as
defined below) (including any Old Notes (i) for which notices of
guaranteed delivery have been validly delivered and (ii) that are
validly tendered, together with delivery of all other required
documents, at or prior to the Cash Offer Guaranteed Delivery Date
(as defined below)) will be accepted.
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”).
The Exchange Offers expired at 5:00 p.m. (Eastern time) on June
15, 2018 (the “Exchange Offer Expiration Date”). The “Exchange
Offer Settlement Date” with respect to each Exchange Offer will be
promptly following the Exchange Offer Expiration Date and is
expected to be June 21, 2018. In addition to the applicable Total
Exchange Price (as defined in the Offering Memorandum), Exchange
Offer Eligible Holders (as defined below) 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.
On the terms and subject to the conditions set forth in the
Exchange Offer Documents, the table below provides the aggregate
principal amount of each series of Old Notes validly tendered and
not validly withdrawn at or prior to the Exchange Offer Expiration
Date and the aggregate principal amount of each series of Old Notes
that Verizon expects to accept in connection with the Exchange
Offers:
CUSIP/ ISIN Number(s) |
|
Title of Security |
|
Principal Amount Outstanding |
|
Principal AmountTendered |
|
Principal AmountExpected to
beAccepted(1) |
92343VCH5 |
|
2.625%
notes due 2020 |
|
$ |
991,486,000 |
|
$ |
99,660,000 |
|
$ |
99,660,000 |
92343VDZ4 |
|
Floating Rate Notes due 2020 |
|
$ |
1,500,000,000 |
|
$ |
432,853,000 |
|
$ |
432,853,000 |
92343VCC6 |
|
3.450%
notes due 2021 |
|
$ |
861,617,000 |
|
$ |
72,201,000 |
|
$ |
72,201,000 |
92343VAX2 |
|
4.600%
notes due 2021 |
|
$ |
1,334,842,000 |
|
$ |
207,125,000 |
|
$ |
207,125,000 |
92343VDG6 |
|
1.750%
notes due 2021 |
|
$ |
873,757,000 |
|
$ |
134,063,000 |
|
$ |
134,063,000 |
92343VCN2 |
|
3.000%
notes due 2021 |
|
$ |
1,226,930,000 |
|
$ |
158,563,000 |
|
$ |
158,563,000 |
92343VBC7 |
|
3.500%
notes due 2021 |
|
$ |
1,628,716,000 |
|
$ |
256,227,000 |
|
$ |
256,227,000 |
92343VDQ4 / |
|
2.946%
notes due 2022 |
|
$ |
1,285,234,000 |
|
$ |
297,549,000 |
|
$ |
297,549,000 |
92343VDM3 / USU9221AAS79 |
|
|
|
|
|
|
92343VDW1 |
|
3.125%
notes due 2022 |
|
$ |
1,850,000,000 |
|
$ |
389,448,000 |
|
$ |
389,448,000 |
92343VDX9 |
|
Floating Rate Notes due 2022 |
|
$ |
1,400,000,000 |
|
$ |
70,315,000 |
|
$ |
70,315,000 |
92343VBJ2 |
|
2.450%
notes due 2022 |
|
$ |
1,464,954,000 |
|
$ |
375,636,000 |
|
$ |
375,636,000 |
92343VBR4 |
|
5.150%
notes due 2023 |
|
$ |
5,702,898,000 |
|
$ |
1,297,471,000 |
|
$ |
1,297,471,000 |
92343VBY9 |
|
4.150%
notes due 2024 |
|
$ |
1,250,000,000 |
|
$ |
377,336,000 |
|
$ |
377,336,000 |
_____________
- The principal amounts expected to be accepted reflected in the
table are subject to change based on the final validation of
tenders and holders’ failure to make required deliveries pursuant
to the guaranteed delivery procedures.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Verizon expects that it will issue
approximately $4.3 billion aggregate principal amount of New Notes
to pay the aggregate Total Exchange Price (as defined in the
Offering Memorandum) for the Old Notes expected to be accepted in
the Exchange Offers. Accordingly, the Minimum Issue Requirement (as
defined in the Offering Memorandum) has been satisfied.
Verizon today announced that the Cash Offer Completion
Condition, the New Notes Capacity Condition and the 2024 Notes OID
Condition (each as defined in the Offering Memorandum), as well as
the other conditions to the Exchange Offers, including the absence
of certain adverse legal and market developments, have been
satisfied with respect to all of the Exchange Offers.
If and when issued, the New Notes will not be registered under
the Securities Act of 1933, as amended (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.
Only holders who had duly completed and returned an Eligibility
Letter certifying that they were either (1) a “qualified
institutional buyer” (as defined in Rule 144A under 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), were
authorized to receive the Offering Memorandum and to participate in
the Exchange Offers (such holders, “Exchange Offer Eligible
Holders”).
Global Bondholder Services Corporation is acting 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.
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 “Cash Offer
Documents” and, collectively with the Exchange Offer Documents, the
“Offer Documents”).
The maximum aggregate amount of cash that Verizon will use to
purchase all validly tendered, and not validly withdrawn, Old Notes
in the Cash Offers (the “Cash Cap”) will be increased from $250
million to an amount sufficient to allow Verizon to purchase all
Old Notes validly tendered, and not validly withdrawn, at or prior
to the Cash Offer Expiration Date (including any Old Notes (i) for
which notices of guaranteed delivery have been validly delivered
and (ii) that are validly tendered, together with delivery of all
other required documents, at or prior to the Cash Offer Guaranteed
Delivery Date). Verizon is in the process of reviewing the
documentation submitted by holders of Old Notes pursuant to the
Cash Offers to determine the validity of the tenders received in
the Cash Offers pursuant to the Cash Offer Documents in order to
determine the amount of such increase; however, in no event will
the Cash Cap be increased by an amount in excess of two percent of
the total aggregate principal amount of Old Notes outstanding.
The Cash Offers expired at 5:00 p.m. (Eastern time) on June 15,
2018 (the “Cash Offer Expiration Date”). The “Cash Offer Settlement
Date” with respect to each Cash Offer will be promptly following
the Cash Offer Expiration Date and is expected to be June 21, 2018.
In addition to the applicable Total Consideration (as defined in
the Offer to Purchase), Cash Offer Eligible Holders (as defined
below) 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.
On the terms and subject to the conditions set forth in the Cash
Offer Documents, the table below provides the maximum aggregate
principal amount of each series of Old Notes that may be determined
to be validly tendered and not validly withdrawn at or prior to the
Cash Offer Expiration Date and the maximum aggregate principal
amount of each series of Old Notes that Verizon may accept in
connection with the Cash Offers:
CUSIP/ ISINNumber(s) |
|
Title of Security |
|
Principal AmountOutstanding |
|
Principal
AmountTendered(1) |
92343VCH5 |
|
2.625%
notes due 2020 |
|
$ |
991,486,000 |
|
$ |
47,772,000 |
92343VDZ4 |
|
Floating Rate Notes due 2020 |
|
$ |
1,500,000,000 |
|
$ |
36,714,000 |
92343VCC6 |
|
3.450%
notes due 2021 |
|
$ |
861,617,000 |
|
$ |
33,800,000 |
92343VAX2 |
|
4.600%
notes due 2021 |
|
$ |
1,334,842,000 |
|
$ |
24,779,000 |
92343VDG6 |
|
1.750%
notes due 2021 |
|
$ |
873,757,000 |
|
$ |
22,725,000 |
92343VCN2 |
|
3.000%
notes due 2021 |
|
$ |
1,226,930,000 |
|
$ |
50,551,000 |
92343VBC7 |
|
3.500%
notes due 2021 |
|
$ |
1,628,716,000 |
|
$ |
47,863,000 |
92343VDQ4 / |
|
2.946%
notes due 2022 |
|
$ |
1,285,234,000 |
|
$ |
13,929,000 |
92343VDM3 / USU9221AAS79 |
|
|
|
|
|
92343VDW1 |
|
3.125%
notes due 2022 |
|
$ |
1,850,000,000 |
|
$ |
33,914,000 |
92343VDX9 |
|
Floating Rate Notes due 2022 |
|
$ |
1,400,000,000 |
|
$ |
56,283,000 |
92343VBJ2 |
|
2.450%
notes due 2022 |
|
$ |
1,464,954,000 |
|
$ |
42,324,000 |
92343VBR4 |
|
5.150%
notes due 2023 |
|
$ |
5,702,898,000 |
|
$ |
207,441,000 |
92343VBY9 |
|
4.150%
notes due 2024 |
|
$ |
1,250,000,000 |
|
$ |
32,573,000 |
_____________
- Verizon is in the process of reviewing the documentation
submitted by holders of Old Notes pursuant to the Cash Offers to
determine the validity of the tenders received in the Cash Offers
pursuant to the Cash Offer Documents.
Verizon today announced that the Exchange Offer Completion
Condition and the Maximum Total Consideration Condition (each as
defined in the Offer to Purchase), as well as the other conditions
to the Cash Offers, including the absence of certain adverse legal
and market developments, have been satisfied with respect to all of
the Cash Offers.
Only holders who were able to certify that they were not
Exchange Offer Eligible Holders (“Cash Offer Eligible Holders”)
were eligible to participate in the Cash Offers.
Global Bondholder Services Corporation also is acting 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 Cash 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.
Verizon refers to the Exchange Offers and the Cash Offers,
collectively, as the “Offers.”
The lead dealer managers for the Offers were Barclays Capital
Inc., Credit Suisse Securities (USA) LLC, MUFG Securities Americas
Inc. and Santander Investment Securities Inc. The co-dealer
managers for the Offers were Loop Capital Markets LLC, RBC Capital
Markets, LLC, Wells Fargo Securities, LLC, MFR Securities, Inc.,
Mischler Financial Group, Inc., and The Williams Capital Group,
L.P. 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 were made
solely pursuant to the Offering Memorandum and related documents
and the Cash Offers were made solely pursuant to the Offer to
Purchase and related documents. The Offers were not 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 required the Offers to be made by
a licensed broker or dealer, the Offers were deemed to have been
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 U.S. Securities and Exchange Commission. 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
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