Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the commencement of 15 separate offers to purchase the
outstanding series of notes listed in the table below
(collectively, the “Notes”) for a total cash amount of up to $4.0
billion. We refer to each offer to purchase a series of Notes for
cash as an “Offer” and collectively as the “Offers.” The Offers are
made on the terms and subject to the conditions set forth in the
Offer to Purchase dated October 26, 2021 (the “Offer to Purchase”).
The Offers will each expire at 5:00 p.m. (Eastern time) on
November 24, 2021, unless extended or earlier terminated by Verizon
(such date and time with respect to an Offer, as the same may be
extended with respect to such Offer, the “Expiration Date”). To be
eligible to receive the Total Consideration (as defined below),
which includes the Early Participation Payment (as defined below),
holders of Notes (each, a “Holder” and collectively, “Holders”)
must validly tender, and not validly withdraw, their Notes at or
prior to 5:00 p.m. (Eastern time) on November 8, 2021, unless
extended or earlier terminated (such date and time with respect to
an Offer, as the same may be extended with respect to such Offer,
the “Early Participation Date”). Holders who validly tender their
Notes after the applicable Early Participation Date, but at or
prior to the applicable Expiration Date, will be eligible to
receive the tender consideration, which is equal to the Total
Consideration for such series minus the applicable Early
Participation Payment (as defined below) (with respect to such
series, the “Tender Consideration”). All Holders whose Notes are
accepted in an Offer will receive a cash payment equal to the
accrued and unpaid interest on such Notes to, but not including,
the relevant Settlement Date (as defined below) (the “Accrued
Coupon Payment”) in addition to their Total Consideration or Tender
Consideration, as applicable.
Notes tendered for purchase may be validly withdrawn at any time
at or prior to 5:00 p.m. (Eastern time) on November 8, 2021 (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.
Verizon is offering to accept for purchase validly tendered
Notes using a “waterfall” methodology under which Verizon will
accept Notes in the order of their respective Acceptance Priority
Levels (as defined below), subject to a cap.
The Offers are subject to the terms and conditions described in
the Offer to Purchase, including, among other things, (i) the
Acceptance Priority Procedures (as described below) and (ii) a $4.0
billion cap on the Total Consideration and/or Tender Consideration
to be paid in all of the Offers (the “Waterfall Cap”). The Accrued
Coupon Payment is excluded from the Waterfall Cap. The Offers are
not conditioned on any minimum amount of Notes being tendered, and
none of the Offers is conditioned on the consummation of any of the
other Offers.
On the terms and subject to the conditions set forth in the
Offer to Purchase, Verizon is offering to purchase the following
outstanding securities issued by it for the consideration described
below:
AcceptancePriorityLevel |
|
CUSIP Number |
|
Title of Security |
|
Principal AmountOutstanding |
|
EarlyParticipationPayment(1) |
|
Reference U.S.
TreasurySecurity(2) |
|
Fixed Spread(basis
points)(2) |
1 |
|
92343VCM4 |
|
5.012% notes due 2054 |
|
$1,121,969,000 |
|
$50 |
|
2.375% due May 15, 2051 |
|
+115 |
2 |
|
92343VCZ5 |
|
4.672% notes due 2055 |
|
$1,687,975,000 |
|
$50 |
|
2.375% due May 15, 2051 |
|
+118 |
3 |
|
92343VDS0 |
|
5.012% notes due 2049 |
|
$1,044,017,000 |
|
$50 |
|
2.375% due May 15, 2051 |
|
+110 |
4 |
|
92343VCX0 |
|
4.522% notes due 2048 |
|
$3,659,599,000 |
|
$50 |
|
2.375% due May 15, 2051 |
|
+110 |
5 |
|
92343VCK8 |
|
4.862% notes due 2046 |
|
$3,505,989,000 |
|
$50 |
|
2.375% due May 15, 2051 |
|
+109 |
6 |
|
92343VDV3 |
|
5.500% notes due 2047 |
|
$566,109,000 |
|
$50 |
|
2.375% due May 15, 2051 |
|
+111 |
7 |
|
92343VBT0 |
|
6.550% notes due 2043 |
|
$805,189,000 |
|
$50 |
|
1.75% due August 15, 2041 |
|
+125 |
8 |
|
92343VBE3 |
|
4.750% notes due 2041 |
|
$614,071,000 |
|
$50 |
|
1.75% due August 15, 2041 |
|
+111 |
9* |
|
92343VBG8 |
|
3.850% notes due 2042 |
|
$892,453,000 |
|
$50 |
|
1.75% due August 15, 2041 |
|
+103 |
10 |
|
92343VAK0 |
|
6.400% notes due 2038 |
|
$276,645,000 |
|
$50 |
|
1.75% due August 15, 2041 |
|
+115 |
11 |
|
92343VAF1 |
|
6.250% notes due 2037 |
|
$274,853,000 |
|
$50 |
|
1.75% due August 15, 2041 |
|
+115 |
12 |
|
92343VDU5 |
|
5.250% notes due 2037 |
|
$1,349,758,000 |
|
$50 |
|
1.75% due August 15, 2041 |
|
+78 |
13 |
|
92343VDR2 |
|
4.812% notes due 2039 |
|
$1,434,838,000 |
|
$50 |
|
1.75% due August 15, 2041 |
|
+95 |
14 |
|
92344GAX4 |
|
5.850% notes due 2035 |
|
$427,379,000 |
|
$50 |
|
1.25% due August 15, 2031 |
|
+132 |
15 |
|
92343VCV4 |
|
4.272% notes due 2036 |
|
$2,556,699,000 |
|
$50 |
|
1.25% due August 15, 2031 |
|
+125 |
________________
(1) Payable as part of the applicable Total
Consideration, per each $1,000 principal amount of the specified
series of Notes validly tendered at or prior to the applicable
Early Participation Date and accepted for purchase (the “Early
Participation Payment”). The total consideration for each $1,000
principal amount of each series of Notes validly tendered at or
prior to the applicable Early Participation Date is referred to as
the “Total Consideration” for such series. Holders who validly
tender Notes of a series after the applicable Early Participation
Date, but at or prior to the applicable Expiration Date, will
receive the Tender Consideration, which is equal to the Total
Consideration minus the Early Participation Payment.
(2) The Total Consideration payable per each
$1,000 principal amount of each series of Notes validly tendered
will be determined in accordance with standard market practice, as
described in the Offer to Purchase, to result in a price as of the
Early Settlement Date (or, if there is no Early Settlement Date
with respect to such series of Notes, the applicable Final
Settlement Date) that equates to a yield to the maturity date (or,
Par Call Date (as defined in the Offer to Purchase), if applicable)
in accordance with the formula set forth in Annex A to the Offer to
Purchase, for the applicable series of Notes, equal to the sum of
(i) the yield corresponding to the bid side price of the applicable
Reference U.S. Treasury Security specified in the table above for
such series of Notes at 9:00 a.m. (Eastern time) on November 9,
2021, unless extended with respect to the applicable Offer (such
date and time with respect to an Offer, as the same may be extended
with respect to such Offer, the “Price Determination Date”) quoted
on the Bloomberg reference page “FIT1” plus (ii) the applicable
Fixed Spread specified in the table above (the “Fixed Spread”) for
such series of Notes.
* Denotes a series of Notes for which the calculation of the
applicable Total Consideration may be performed using the present
value of such Notes as determined at the applicable Price
Determination Date as if the principal amount of such Notes had
been due on the Par Call Date.
Subject to the satisfaction or waiver of the conditions of the
Offers, the “Acceptance Priority Procedures” will operate as
follows:
- first, if the aggregate Total
Consideration of all Notes validly tendered at or prior to the
applicable Early Participation Date by Holders does not exceed the
Waterfall Cap, then Verizon will accept all such Notes. However, if
the aggregate Total Consideration of all Notes validly tendered at
or prior to the applicable Early Participation Date by Holders
exceeds the Waterfall Cap (subject to any increase in such
Waterfall Cap at our discretion), then Verizon will (i) accept for
purchase all validly tendered Notes of each series starting at the
highest Acceptance Priority Level (level 1) and moving sequentially
to Notes of each series having a lower Acceptance Priority Level
(the lowest of which is level 15) until the aggregate Total
Consideration of all validly tendered Notes of a series, combined
with the aggregate Total Consideration of all accepted Notes of
series with higher Acceptance Priority Levels, is as close as
possible to, but does not exceed the Waterfall Cap, (ii) accept on
a prorated basis validly tendered Notes of the series with the next
lower Acceptance Priority Level and (iii) not accept for purchase
(x) any such Notes of a series with an Acceptance Priority Level
below the prorated series or (y) any Notes validly tendered after
the applicable Early Participation Date; and
- second, if the Waterfall Cap is not
exceeded at the applicable Early Participation Date, Verizon will
repeat the steps described in the prior bullet using the Tender
Consideration with respect to Notes validly tendered after the
applicable Early Participation Date, but at or prior to the
applicable Expiration Date, in order to determine the aggregate
principal amount of such Notes that Verizon will accept for
purchase. All Notes, regardless of Acceptance Priority Level, that
are validly tendered at or prior to the applicable Early
Participation Date will have priority over any Notes validly
tendered after the applicable Early Participation Date.
Provided that all conditions to the Offers have been satisfied
by the Early Participation Date or timely waived by Verizon,
Verizon will settle all Notes validly tendered at or prior to the
applicable Early Participation Date and accepted for purchase
promptly following the applicable Early Participation Date (the
“Early Settlement Date”), which is expected to be the second
business day thereafter. The “Final Settlement Date,” if any, is
the date on which Verizon will settle all Notes validly tendered
and accepted for purchase that were not previously settled on the
Early Settlement Date. The Final Settlement Date is expected to be
the second business day after the applicable Expiration Date,
unless extended with respect to any Offer. Each of the Early
Settlement Date and the Final Settlement Date is referred to as a
“Settlement Date.”
The Total Consideration or Tender Consideration, as applicable,
payable by Verizon for each $1,000 principal amount of each series
of Notes validly tendered, and not validly withdrawn, and accepted
by Verizon will be paid in cash on the relevant Settlement
Date.
Promptly after 9:00 a.m. (Eastern time) on November 9, 2021,
unless extended with respect to any Offer (such date and time with
respect to an Offer, as the same may be extended with respect to
such Offer, the “Price Determination Date”), Verizon will issue a
press release specifying, among other things, the Total
Consideration for each series of Notes, the aggregate principal
amount of Notes validly tendered at or prior to the applicable
Early Participation Date and accepted in each Offer and the
proration factor (if any) to be applied.
Verizon has retained BNP Paribas Securities Corp., Citigroup
Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo
Securities, LLC to act as lead dealer managers for the Offers and
Loop Capital Markets LLC, Mizuho Securities USA LLC, MUFG
Securities Americas Inc., CastleOak Securities, L.P., MFR
Securities, Inc. and Tigress Financial Partners, LLC to act as
co-dealer managers for the Offers. Questions regarding terms and
conditions of the Offers should be directed to BNP Paribas
Securities Corp. at (888) 210-4358 (toll-free) or (212) 841-3059
(collect), Citigroup Global Markets Inc. at (800) 558-3745
(toll-free) or (212) 723-6106 (collect), Goldman Sachs & Co.
LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect), or
Wells Fargo Securities at (866) 309-6316 (toll-free) or (704)
410-4756 (collect).
Global Bondholder Services Corporation will act 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 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.
If Verizon terminates any Offer with respect to one or more
series of Notes, it will give prompt notice to the Tender Agent or
Information Agent, as applicable, 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 in the Depositary Trust Company (“DTC”) 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 would need
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 Offer to
Purchase. The deadlines set by any such
intermediary and DTC for the submission and withdrawal of
tender instructions will also be
earlier than the
relevant deadlines
specified herein
and in the
Offer to
Purchase.
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
announcement 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.
Accordingly, in the United Kingdom, this communication is only
addressed to and directed at persons 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.
This communication and any other documents or materials relating
to the Offer are only addressed to and directed at persons in
member states of the European Economic Area (the “EEA”), who are
“Qualified Investors” within the meaning of Article 2(1)(e) of
Regulation (EU) 2017/1129. The Offer is only available to Qualified
Investors. None of the information in the Offer to Purchase and any
other documents and materials relating to the Offer should be acted
upon or relied upon in any member state of the EEA by persons who
are not Qualified Investors.
Each Holder participating in the Offers will give certain
representations in respect of the jurisdictions referred to above
and generally as set out herein. Any tender of Notes for purchase
pursuant to the Offers from a Holder that is unable to make these
representations will not be accepted. Each of Verizon, the Dealer
Managers, the Tender Agent and the Information Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Offers, whether
any such representation given by a Holder is correct and, if such
investigation is undertaken and as a result Verizon determines (for
any reason) that such representation is not correct, such tender
shall not be accepted.
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, including those discussed in the Offer to
Purchase under the heading “Risk Factors” and under similar
headings in other documents that are incorporated by reference in
the Offer to Purchase. 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
Wilkens201-572-9317eric.wilkens@verizon.com
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