NEW YORK, Aug. 14, 2017
/PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE,
NASDAQ: VZ) today announced the accepted amounts and pricing terms
of its previously announced 29 separate offers, for its own account
and on behalf of certain of its wholly-owned subsidiaries, to
purchase for cash (the "Offers") up to the Waterfall Cap (as
defined in Verizon's press release announcing the results of the
Offers, dated August 14, 2017) 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 July 31, 2017 (the "Offer to
Purchase" and, together with the accompanying letter of
transmittal, the "Offer Documents"). In addition, Verizon today
announced that, in connection with the Offers, it has increased the
Waterfall Cap from $1.5 billion
to $2,123,559,303.81, such that all
Notes validly tendered and not validly withdrawn as of the Early
Participation Date will be accepted. Verizon today also announced
the accepted amounts and pricing terms of its previously announced
separate private tender and exchange offers, for its own account
and on behalf of its wholly-owned subsidiary, GTE LLC, to purchase
17 other series of their outstanding notes. The tender and exchange
offers are separate and distinct from the Offers, and neither the
Offers nor the separate tender and exchange offers are conditioned
upon the consummation of the other such offer.
The Early Participation Date was 5:00 p.m. (New York City time) on August 11,
2017. Withdrawal rights for each Offer expired at
5:00 p.m. (New York City
time) on August 11, 2017. The Offers will expire at
11:59 p.m. (New York City time) on August 25, 2017 unless extended or earlier
terminated by Verizon. As previously announced, all conditions to
the Offers were deemed satisfied or waived by Verizon by the Early
Participation Date.
As previously announced, because the aggregate purchase price of
all Notes (excluding cash payments equal to accrued and unpaid
interest on such Notes to, but not including, the Early Settlement
Date (as defined below) (the "Accrued Coupon Payments")) validly
tendered at or prior to the Early Participation Date and accepted
for purchase met the Waterfall Cap, Verizon has elected to exercise
its right to settle early all such Notes, and the "Early Settlement
Date" will be August 16, 2017. Accordingly, Verizon will not
accept for purchase any Notes validly tendered after the Early
Participation Date and there will be no Final Settlement Date (as
defined in Verizon's press release announcing the Offers, dated
July 31, 2017 (the "Launch Press Release").
The table below indicates, among other things, the aggregate
principal amount of Notes accepted in each Offer and the Offer
Yield (as defined below) and total consideration for each
$1,000 principal amount of each
series of Notes validly tendered at or prior to the Early
Participation Date and accepted for purchase (the "Total
Consideration"), as calculated at 11:00
a.m. (New York City time)
today, August 14, 2017 (the "Price Determination Date") in
accordance with the terms of the Offer to Purchase:
Acceptance
Priority
Level
|
CUSIP
Number
|
Issuer
|
Title of
Security
|
Principal
Amount
Outstanding
|
Principal
Amount
Tendered as of
the Early
Participation
Date
|
Principal
Amount
Accepted
|
Offer
Yield(1)
|
Total
Consideration(2)
|
1
|
92343VAR5
|
Verizon
Communications Inc.
|
8.950% Notes due
2039
|
$111,990,000
|
$3,128,000
|
$3,128,000
|
4.650%
|
$1,581.16
|
2
|
92343VAU8
|
Verizon
Communications Inc.
|
7.350% Notes due
2039
|
$158,613,000
|
$5,166,000
|
$5,166,000
|
4.650%
|
$1,365.68
|
3
|
92344WAB7
|
Verizon Maryland
LLC
|
5.125% Debentures due
2033
|
$164,527,000
|
$11,616,000
|
$11,616,000
|
4.500%
|
$1,070.16
|
4
|
92343VAP9
|
Verizon
Communications Inc.
|
6.900% Notes due
2038
|
$220,311,000
|
$13,456,000
|
$13,456,000
|
4.550%
|
$1,312.55
|
5
|
92343VAK0
|
Verizon
Communications Inc.
|
6.400% Notes due
2038
|
$397,434,000
|
$33,880,000
|
$33,880,000
|
4.550%
|
$1,244.91
|
6
|
020039AJ2
|
Alltel
Corporation
|
6.800% Debentures due
2029
|
$187,889,000
|
$49,212,000
|
$49,212,000
|
4.212%
|
$1,237.19
|
7
|
92343VAF1
|
Verizon
Communications Inc.
|
6.250% Notes due
2037
|
$339,432,000
|
$34,123,000
|
$34,123,000
|
4.500%
|
$1,226.44
|
8
|
92343VAW4
|
Verizon
Communications Inc.
|
6.000% Notes due
2041
|
$294,386,000
|
$41,119,000
|
$41,119,000
|
4.650%
|
$1,192.25
|
9
|
92344XAB5
|
Verizon New York
Inc.
|
7.375% Debentures due
2032
|
$205,025,000
|
$3,446,000
|
$3,446,000
|
4.262%
|
$1,336.14
|
10
|
92344GAX4
|
Verizon
Communications Inc.
|
5.850% Notes due
2035
|
$550,404,000
|
$47,952,000
|
$47,952,000
|
4.350%
|
$1,186.41
|
11
|
644239AY1
|
Verizon New England
Inc.
|
7.875% Debentures due
2029*
|
$147,062,000
|
$1,365,000
|
$1,365,000
|
4.212%
|
$1,347.59
|
12
|
92343VBS2
|
Verizon
Communications Inc.
|
6.400% Notes due
2033
|
$470,844,000
|
$26,344,000
|
$26,344,000
|
4.200%
|
$1,255.29
|
13
|
92344GAS5
|
Verizon
Communications Inc.
|
7.750% Notes due
2032
|
$178,882,000
|
$19,368,000
|
$19,368,000
|
4.062%
|
$1,407.75
|
14
|
92343VBT0
|
Verizon
Communications Inc.
|
6.550% Notes due
2043
|
$1,418,865,000
|
$273,376,000
|
$273,376,000
|
4.600%
|
$1,294.40
|
15
|
92343VBZ6
|
Verizon
Communications Inc.
|
5.050% Notes due
2034**
|
$1,250,000,000
|
$987,105,000
|
$987,105,000
|
4.250%
|
$1,093.51
|
16
|
020039DC4
|
Alltel
Corporation
|
7.875% Senior Notes
due 2032
|
$337,049,000
|
$163,270,000
|
$163,270,000
|
4.112%
|
$1,415.55
|
17
|
92344GAM8/
92344GAC0
|
Verizon
Communications Inc.
|
7.750% Notes due
2030
|
$582,856,000
|
$19,676,000
|
$19,676,000
|
3.912%
|
$1,394.77
|
18
|
362320BA0
|
GTE LLC
|
6.940% Debentures due
2028
|
$327,917,000
|
$12,608,000
|
$12,608,000
|
3.712%
|
$1,282.07
|
19
|
645767AY0
|
Verizon New Jersey
Inc.
|
8.000% Debentures due
2022
|
$121,254,000
|
$9,862,000
|
$9,862,000
|
2.763%
|
$1,233.47
|
20
|
645767AW4
|
Verizon New Jersey
Inc.
|
7.850% Debentures due
2029*
|
$79,554,000
|
$28,219,000
|
$28,219,000
|
4.212%
|
$1,345.22
|
21
|
650094CJ2
|
Verizon New York
Inc.
|
6.500% Debentures due
2028
|
$70,512,000
|
$1,108,000
|
$1,108,000
|
4.062%
|
$1,209.23
|
22
|
07786DAA4
|
Verizon Pennsylvania
LLC
|
6.000% Debentures due
2028
|
$57,338,000
|
$1,463,000
|
$1,463,000
|
4.162%
|
$1,164.18
|
23
|
165087AN7
|
Verizon Virginia
LLC
|
7.875% Debentures due
2022
|
$56,410,000
|
$401,000
|
$401,000
|
2.713%
|
$1,213.33
|
24
|
078167BA0
|
Verizon Pennsylvania
LLC
|
8.750% Debentures due
2031
|
$36,126,000
|
$117,000
|
$117,000
|
4.312%
|
$1,462.76
|
25
|
078167AZ6
|
Verizon Pennsylvania
LLC
|
8.350% Debentures due
2030
|
$31,826,000
|
$483,000
|
$483,000
|
4.212%
|
$1,418.72
|
26
|
165069AP0
|
Verizon Maryland
LLC
|
8.000% Debentures due
2029*
|
$27,719,000
|
$361,000
|
$361,000
|
4.212%
|
$1,357.59
|
27
|
165069AQ8
|
Verizon Maryland
LLC
|
8.300% Debentures due
2031
|
$21,744,000
|
$430,000
|
$430,000
|
4.312%
|
$1,414.96
|
28
|
165087AL1
|
Verizon Virginia
LLC
|
8.375% Debentures due
2029
|
$9,217,000
|
$186,000
|
$186,000
|
4.212%
|
$1,392.04
|
29
|
252759AM7
|
Verizon Delaware
LLC
|
8.625% Debentures due
2031
|
$2,381,000
|
$0
|
N/A
|
N/A
|
N/A
|
_______________________
|
(1)
|
The "Offer Yield" is
equal to the sum of (a) the yield, as calculated by the lead
dealer managers, that equates to the bid-side price of the
Reference U.S. Treasury Security specified in the Launch Press
Release for such series of Notes appearing at 11:00 a.m. (New
York City time) on August 14, 2017 on the Bloomberg Reference
Page specified in the Launch Press Release for such series of
Notes, plus (b) the Fixed Spread specified in the
Launch Press Release for such series of Notes.
|
(2)
|
Payable per each
$1,000 principal amount of each specified series of Notes validly
tendered at or prior to the Early Participation Date and accepted
for purchase.
|
*
|
Denotes a series of
Notes, a portion of which is held in physical certificated form and
is not held through The Depository Trust Company
("DTC").
|
**
|
Denotes a series of
Notes for which the calculation of the applicable Total
Consideration was performed using the present value of such Notes
due on the applicable par call date.
|
The applicable Total Consideration that will be paid on the
Early Settlement Date for each series of Notes accepted for
purchase does not include the applicable Accrued Coupon Payment,
which will be paid, in cash, in addition to the applicable Total
Consideration.
Verizon has retained Goldman Sachs & Co. LLC, J.P. Morgan
Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC to act
as lead dealer managers for the Offers and Loop Capital Markets
LLC, Santander Investment Securities Inc., CastleOak Securities,
L.P. and The Williams Capital Group, L.P. to act as co-dealer
managers for the Offers. Questions regarding terms and conditions
of the Offers should be directed to Goldman Sachs & Co. LLC at
(800) 828-3182 (toll-free) or (212) 902-6595 (collect), J.P. Morgan
at (866) 834-4666 (toll-free) or (212) 834-4811 (collect), Mizuho
Securities at (866) 271-7403 (toll-free) or (212) 205-7736
(collect), or Wells Fargo Securities at (866) 309-6316 (toll-free)
or (704) 410-4760 (collect).
Global Bondholder Services Corporation 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 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 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 Notes. The Offers are being made solely
pursuant to the Offer Documents. 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
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").
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. 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
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SOURCE Verizon