Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the accepted amounts as of the Original Early
Participation Date (as defined in the Early Results Press Release
(as defined below)) and pricing terms of its previously announced
private offers to exchange the 10 outstanding series of notes
listed in the first table below and maturing from 2025 through 2028
(collectively, the “Old Notes”), in each case, for newly issued
notes of Verizon due 2035 (the “New Notes”) (the “Exchange
Offers”), on the terms and subject to the conditions set forth in
an offering memorandum dated July 22, 2024 (as amended by Verizon’s
press release dated July 30, 2024, Verizon’s press release dated
today, August 5, 2024, relating to the early results and extension
of the early participation date of the Exchange Offers (the “Early
Results Press Release”) and this press release, the “Offering
Memorandum”). The Offering Memorandum and the accompanying
eligibility letter for the Exchange Offers constitute the “Exchange
Offer Documents”.
Withdrawal rights for each Exchange Offer expired
at 5:00 p.m. (New York City time) on August 2, 2024. The Extended
Early Participation Date (as defined in the Early Results Press
Release) is 5:00 p.m. (New York City time) on August 19, 2024, at
which time the Exchange Offers will also expire (the “Expiration
Date”), unless the Expiration Date is extended or earlier
terminated by Verizon.
As previously announced, all conditions applicable
to the Exchange Offers as of the Original Early Participation Date
have been deemed satisfied or waived by Verizon and the Minimum
Issue Requirement (as defined in Verizon’s press release announcing
the Exchange Offers, dated July 22, 2024 (the “Launch Press
Release”)) for each of the Exchange Offers was met as of the
Original Early Participation Date.
Verizon will settle all Old Notes validly tendered
at or prior to the Original Early Participation Date and accepted
for exchange on August 9, 2024 (the “Early Settlement Date”).
Because the aggregate principal amount of New Notes to be issued in
exchange for the Old Notes validly tendered at or prior to the
Original Early Participation Date and accepted for exchange will
not exceed the New Notes Cap (as defined in the Early Results Press
Release), Verizon will, until the Expiration Date, continue to
accept for purchase all Old Notes validly tendered after the
Original Early Participation Date, subject to all conditions having
been satisfied or waived by Verizon with respect to the Exchange
Offers. The Final Settlement Date (as defined in the Launch Press
Release) is expected to be the second business day after the
Expiration Date, unless extended with respect to any Exchange
Offer.
Exchange Offers
The table below indicates, among other things, the
aggregate principal amount of Old Notes validly tendered at or
prior to the Original Early Participation Date in each Exchange
Offer and accepted for exchange, the Exchange Offer Yield (as
defined below) for each series of Fixed Rate Notes (as defined
below) and the Total Exchange Price (as defined below) for each
series of Fixed Rate Notes, each as calculated at 10:00 a.m. (New
York City time) today, August 5, 2024 (the “Price Determination
Date”) in accordance with the terms set forth in the Offering
Memorandum. No series of Old Notes validly tendered at or prior the
Original Early Participation Date and accepted in the Exchange
Offers was subject to proration.
Acceptance Priority Level |
CUSIP Number(s) |
Title of Security |
Principal Amount Outstanding |
Principal Amount Accepted under the Exchange
Offers |
Reference U.S. Treasury Security |
Yield of Reference U.S. Treasury Security |
Fixed Spread (basis points) |
Exchange Offer Yield(1) |
Fixed Rate Note Total Exchange
Price(2) |
Floating Rate Note Total Exchange
Price(3) |
1 |
92343VEN0/ 92343VEB6/ U9221AAY4 |
3.376% notes due 2025 |
$ |
1,339,761,000 |
$ |
51,770,000 |
2.000% due Feb. 15, 2025 |
4.783% |
+0 |
4.783% |
$992.90 |
N/A |
2 |
92343VEP5 |
Floating Rate notes due 2025 |
$ |
889,448,000 |
$ |
12,414,000 |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
1,008.30 |
3 |
92343VFS8 |
0.850% notes due 2025 |
$ |
1,404,030,000 |
$ |
169,648,000 |
4.500% due Nov. 15, 2025 |
4.082% |
+10 |
4.182% |
$958.86 |
N/A |
4 |
92343VGG3 |
1.450%
notes due 2026 |
$ |
1,916,467,000 |
$ |
262,230,000 |
4.625% due
Mar. 15, 2026 |
3.919% |
+20 |
4.119% |
$958.72 |
N/A |
5 |
92343VGE8 |
Floating Rate notes due 2026 |
$ |
526,229,000 |
$ |
32,169,000 |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
1,013.20 |
6 |
92343VDD3 |
2.625%
notes due 2026 |
$ |
1,869,415,000 |
$ |
90,490,000 |
4.625% due
Jun. 30, 2026 |
3.814% |
+30 |
4.114% |
$971.46 |
N/A |
7 |
92343VDY7 |
4.125% notes due 2027 |
$ |
3,250,000,000 |
$ |
306,469,000 |
4.375% due Jul. 15, 2027 |
3.603% |
+45 |
4.053% |
$1,001.73 |
N/A |
8 |
92343VFF6 |
3.000% notes due 2027 |
$ |
750,000,000 |
$ |
152,659,000 |
4.375% due Jul. 15, 2027 |
3.603% |
+45 |
4.053% |
$974.05 |
N/A |
9 |
92343VER1/ 92343VEQ3/ U9221ABK3 |
4.329% notes due 2028 |
$ |
4,199,647,000 |
$ |
494,810,000 |
4.250% due Jun. 30, 2029 |
3.540% |
+55 |
4.090% |
$1,008.93 |
N/A |
10 |
92343VGH1 |
2.100% notes due 2028 |
$ |
2,829,602,000 |
$ |
656,658,000 |
4.250% due Jun. 30, 2029 |
3.540% |
+55 |
4.090% |
$933.66 |
N/A |
_______________________
- The “Exchange Offer Yield” for each series of Old Notes other
than the Floating Rate Notes (as defined below) (all such Old
Notes, the “Fixed Rate Notes”) is equal to the sum of (i) the
yield, as calculated by the lead dealer managers, that equates to
the bid-side price of the applicable Reference U.S. Treasury
Security specified in the table above for such series of Fixed Rate
Notes on the Price Determination Date quoted on the Bloomberg
Reference Page specified in the Launch Press Release, plus (ii) the
applicable Fixed Spread specified in the table above (the “Fixed
Spread”) for such series of Fixed Rate Notes.
- The “Total Exchange Price” for each series of Fixed Rate Notes
payable in principal amount of New Notes per each $1,000 principal
amount of such series of Fixed Rate Notes validly tendered for
exchange at or prior to the Extended Early Participation Date and
accepted for purchase, and is 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
quoted on the applicable Bloomberg Reference Page specified in the
Launch Press Release) as of the Price Determination Date.
- The Total Exchange Price payable in principal amount of New
Notes per each $1,000 principal amount of floating rate notes due
2025 and floating rate notes due 2026 (the “Floating Rate Notes”)
validly tendered for exchange at or prior to the Extended Early
Participation Date and accepted for purchase.
The following table sets forth the terms of the
New Notes:
Issuer |
Title of Security |
New Notes Coupon(1) |
Principal Amount Expected to be Issued on the Early
Settlement Date |
Verizon
Communications Inc. |
Notes due
2035 |
4.780% |
$2,165,263,000 |
_______________________ (1) Equal to the sum
of (a) the yield of the 4.375% U.S. Treasury Security due May 15,
2034 (the “New Notes Reference Security”), as calculated by the
lead dealer managers in accordance with standard market practice,
that equates to the bid side price of the New Notes Reference
Security appearing at 10:00 a.m. (New York City time) today, on the
Bloomberg Reference Page FIT1, plus (b) 107 basis points, such sum
rounded to the third decimal place when expressed as a percentage.
The New Notes will mature on February 15, 2035.
Eligible Holders who validly tender their Old
Notes at or prior to the Extended Early Participation Date and
whose Old Notes are accepted by Verizon will receive the applicable
Total Exchange Price, which includes the Early Participation
Payment (as defined in the Offering Memorandum).
On each relevant settlement date, Eligible Holders
whose Old Notes are accepted by Verizon will receive the applicable
Total Exchange Price and the Accrued Coupon Payment (as defined in
the Launch Press Release). The Accrued Coupon Payment for any Old
Notes exchanged for New Notes at the Final Settlement Date, if any,
will be reduced to offset any interest accrued on such New Notes
from the Early Settlement Date, as further described in the
Offering Memorandum.
Registration of the New Notes
When issued, the New Notes will not be registered
under the Securities Act of 1933, as amended (the “Securities
Act”), or any other 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 on the Early Settlement Date.
Only holders who duly complete and return an
eligibility letter certifying that they are either (1) “qualified
institutional buyers” as defined in Rule 144A under 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
not acting for the account or benefit of a U.S. Person and are
“Non-U.S. qualified offerees” (as defined in the eligibility
letter) are authorized to receive the Offering Memorandum and to
participate in the Exchange Offers (each such holder, an “Eligible
Holder”).
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 may be directed to Global Bondholder Services
Corporation at (855) 654-2015 (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.
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. The Exchange 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 Exchange
Offers to be made by a licensed broker or dealer, the Exchange
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, qualified investors within the meaning of
the Prospectus Regulation, (B) in the United Kingdom, qualified
investors within the meaning of the UK Prospectus Regulation and
(C) (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 high net worth companies, and other persons
to whom financial promotions may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Financial Promotion Order, or
to whom an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) in
connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (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 either the Offering Memorandum or
any of its contents. For purposes of the foregoing, the “Prospectus
Regulation” means Regulation (EU) 2017/1129 and the “UK Prospectus
Regulation” means Regulation (EU) 2017/1129 as it forms part of
domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018.
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,” “assume,”
“believe,” “expect,” “plan,” “appear,” “project,” “estimate,”
“hope,” “intend,” “target,” “forecast,” 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, including those discussed under
the heading “Risk Factors” contained in the Offering Memorandum and
under similar headings in other documents that are incorporated by
reference into the Offering Memorandum. Eligible Holders are urged
to consider these risks and uncertainties 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 Wilkens
201-572-9317 eric.wilkens@verizon.com
Verizon Communications (NYSE:VZ)
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