Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced interim results of its previously announced 20 separate
offers to purchase for cash the outstanding series of notes listed
in the table below (collectively, the “Notes”), an extension of the
Original Expiration Date (as defined below) and an increase in the
cap on the aggregate purchase price for the Notes. Each offer to
purchase a series of Notes is referred to as an “Offer” and
collectively, as the “Offers”. The Offers are made upon the terms
and subject to the conditions set forth in the Offer to Purchase
dated October 24, 2019 relating to the Notes (the “Offer to
Purchase”) and the accompanying letter of transmittal (the “Letter
of Transmittal”), as amended by Verizon’s press release announcing
the pricing terms of the Offers, dated November 21, 2019, and this
press release.
The Offers were originally scheduled to expire at 11:59 p.m.
(Eastern time) on November 21, 2019 (the “Original Expiration
Date”), but Verizon has elected to extend the Expiration Date with
respect to all series of Notes to 11:59 p.m. (Eastern time) on
December 6, 2019 (the “Extended Expiration Date”). Holders may
continue to validly tender all series of Notes until the Extended
Expiration Date, unless the Offers are further extended or
terminated. Notes tendered after the Original Expiration Date and
before the Extended Expiration Date cannot be withdrawn, except as
may be required by applicable law, and to the extent such Notes are
accepted for purchase, will be subject to the Acceptance Priority
Procedures (as described in the Offer to Purchase) applied using
the Increased Waterfall Cap (as defined below) after subtracting
the Total Consideration (as defined in the Offer to Purchase) paid
for Notes tendered prior to the Original Expiration Date.
In addition, the cap on the aggregate purchase price for the
Notes of $500 million has been increased to $850 million (as
amended, the “Increased Waterfall Cap”). The aggregate purchase
price of the Notes tendered on or prior to Original Expiration Date
and accepted for purchase is $820,003,841.59.
Verizon was advised by Global Bondholder Services Corporation,
as the Tender Agent and the Information Agent, that as of the
Original Expiration Date the aggregate principal amount of each
series of Notes specified in the table below were validly tendered
and not validly withdrawn, and Verizon has accepted all of such
Notes in the Offers as of the Original Expiration Date on the terms
and subject to the conditions set forth in the Offer to Purchase,
as amended:
Acceptance PriorityLevel |
|
Issuer |
|
CUSIPNumber |
|
Title of Security |
|
Principal Amount Outstanding |
|
Principal Amount Tendered and Accepted as of the Original
Expiration Date |
|
Total Consideration Payable on the First Settlement
Date |
1 |
|
Verizon Communications Inc. |
|
92343VAR5 |
|
8.950% notes due 2039 |
|
$108,822,000 |
|
$449,000 |
|
$807,481.60 |
2 |
|
GTE
LLC |
|
362320AT0 |
|
8.750%
debentures due 2021 |
|
$156,722,000 |
|
$15,771,000 |
|
$17,798,677.47 |
3 |
|
Verizon
New Jersey Inc. |
|
645767AY0 |
|
8.000%
debentures due 2022 |
|
$110,604,000 |
|
$6,853,000 |
|
$7,865,462.22 |
4 |
|
Alltel
Corporation |
|
020039DC4 |
|
7.875%
debentures due 2032 |
|
$117,729,000 |
|
$58,973,000 |
|
$90,099,539.13 |
5 |
|
Verizon
New England Inc. |
|
644239AY1 |
|
7.875%
debentures due 2029 |
|
$135,938,000 |
|
$2,378,000 |
|
$3,456,137.64 |
6 |
|
Verizon
Communications Inc. |
|
92343VEM2 |
|
7.875%
notes due 2032 |
|
$122,499,000 |
|
$19,485,000 |
|
$29,769,377.85 |
7 |
|
Verizon
Communications Inc. |
|
92344GAS5 |
|
7.750%
notes due 2032 |
|
$129,168,000 |
|
$17,630,000 |
|
$26,677,010.80 |
8 |
|
Verizon
New York Inc. |
|
92344XAB5 |
|
7.375%
debentures due 2032 |
|
$124,092,000 |
|
$14,939,000 |
|
$21,940,012.96 |
9 |
|
Verizon
Communications Inc. |
|
92343VAU8 |
|
7.350%
notes due 2039 |
|
$153,028,000 |
|
$9,823,000 |
|
$15,438,907.33 |
10 |
|
GTE
LLC |
|
362320BA0 |
|
6.940%
debentures due 2028 |
|
$266,066,000 |
|
$16,017,000 |
|
$21,343,773.69 |
11 |
|
Verizon
Communications Inc. |
|
92343VAP9 |
|
6.900%
notes due 2038 |
|
$196,520,000 |
|
$3,714,000 |
|
$5,578,650.84 |
12 |
|
Alltel
Corporation |
|
020039AJ2 |
|
6.800%
debentures due 2029 |
|
$115,966,000 |
|
$77,788,000 |
|
$104,830,220.32 |
13 |
|
Verizon
Communications Inc. |
|
92343VEK6 |
|
6.800%
notes due 2029 |
|
$106,104,000 |
|
$1,111,000 |
|
$1,497,228.04 |
14 |
|
Verizon
Communications Inc. |
|
92343VAK0 |
|
6.400%
notes due 2038 |
|
$332,665,000 |
|
$55,844,000 |
|
$79,973,633.96 |
15 |
|
Verizon
Communications Inc. |
|
92343VBS2 |
|
6.400%
notes due 2033 |
|
$441,613,000 |
|
$52,823,000 |
|
$73,385,409.21 |
16 |
|
Verizon
Communications Inc. |
|
92343VAF1 |
|
6.250%
notes due 2037 |
|
$293,116,000 |
|
$18,105,000 |
|
$25,469,027.70 |
17 |
|
Verizon
Communications Inc. |
|
92343VAW4 |
|
6.000%
notes due 2041 |
|
$252,011,000 |
|
$129,581,000 |
|
$180,642,393.05 |
18 |
|
Verizon
Communications Inc. |
|
92344GAX4 |
|
5.850%
notes due 2035 |
|
$501,152,000 |
|
$73,142,000 |
|
$98,549,336.54 |
19 |
|
Verizon
Maryland LLC |
|
92344WAB7 |
|
5.125%
debentures due 2033 |
|
$146,861,000 |
|
$4,648,000 |
|
$5,784,296.56 |
20 |
|
Verizon
Communications Inc. |
|
92343VBZ6 |
|
5.050%
notes due 2034 |
|
$204,491,000 |
|
$7,364,000 |
|
$9,097,264.68 |
Verizon’s obligation to accept Notes tendered in the Offers is
subject to the satisfaction of certain conditions described in the
Offer to Purchase, as amended, including, among other things, the
Acceptance Priority Procedures (as described in the Offer to
Purchase) applied using the Increased Waterfall Cap.
Payment of the required cash amounts for any Notes tendered on
or prior to the Original Expiration Date and accepted for purchase
is expected to be made on November 25, 2019 (the “First Settlement
Date”). The aggregate Total Consideration for each series of Notes
is set forth in the table above. In addition to the applicable
Total Consideration, holders whose Notes are accepted for purchase
on the First Settlement Date 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 First Settlement Date. Interest will cease to
accrue on the First Settlement Date for all Notes tendered in the
Offers on or prior to the Original Expiration Date and accepted for
purchase.
Payment of the required cash amounts for any Notes tendered
after the Original Expiration Date but on or prior to the Extended
Expiration Date and accepted for purchase is expected to be made on
December 10, 2019 (the “Second Settlement Date”). In addition to
the applicable Total Consideration, holders whose Notes are
accepted for purchase on the Second Settlement Date 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 Second Settlement Date.
Interest will cease to accrue on the Second Settlement Date for all
Notes tendered in the Offers after the Original Expiraton Date but
on or prior to the Extended Expiration Date and accepted for
purchase.
Verizon retained Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley
& Co. LLC to act as lead dealer managers for the Offers and
BofA Securities, Inc., Loop Capital Markets LLC, Wells Fargo
Securities, LLC, Academy Securities Inc., R. Seelaus & Co., LLC
and Siebert Williams Shank & Co., LLC 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), Credit Suisse at (800)
820-1653 (toll-free) or (212) 325-2476 (collect), J.P. Morgan at
(866) 834-4666 (toll-free) or (212) 834-4811 (collect) or Morgan
Stanley at (800) 624-1808 (toll-free) or (212) 761-1057
(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 and the Letter of Transmittal 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. The Offer to
Purchase and the Letter of Transmittal can be accessed at the
following link http://www.gbsc-usa.com/Verizon/.
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,
qualified investors in that Member State as defined in Regulation
(EU) 2017/1129 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 high net worth
companies and other persons to whom it may lawfully be communicated
falling within Article 49(2)(a) to (d) 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”). Any person who is not a
relevant person should not act or rely on any document relating to
the Offers or any of their contents.
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
that could cause actual results to differ materially from those
currently anticipated. Factors that could materially affect these
forward-looking statements can be found in the Offer to Purchase
under the heading “Risk Factors” and 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:Eric
Wilkens201-572-9317eric.wilkens@verizon.com
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