Verizon Communications Inc. (“Verizon”) (NYSE:VZ) (NASDAQ:VZ) today
announced that, in connection with the Group 1 Offers (as defined
below), the Group 1 Waterfall Cap (as defined below) will be
increased such that all of the 2.946% Notes due 2022 validly
tendered and not validly withdrawn at or prior to the Early
Participation Date (as defined below) will be accepted.
In addition, Verizon today announced the early participation
results, as of 5:00 p.m. (New York City time) on March 16, 2018
(the “Early Participation Date”), of its previously announced 13
separate offers to purchase for cash (i) up to an aggregate
purchase price equal to the Group 1 Waterfall Cap of the
outstanding series of notes listed in the first table below labeled
“Group 1 Offers,” (collectively, the “Group 1 Notes”), and (ii) up
to $1.5 billion aggregate purchase price of the outstanding series
of notes listed in the second table below labeled “Group 2 Offers”
(collectively, the “Group 2 Notes,” and together with the Group 1
Notes, the “Notes”). We refer to each offer to purchase a series of
Notes for cash as an “Offer,” the offers to purchase the Group 1
Notes, collectively as the “Group 1 Offers,” the offers to purchase
the Group 2 Notes, collectively as the “Group 2 Offers” and all the
offers to purchase Notes, collectively as the “Offers.” The Offers
are made on the terms and subject to the conditions set forth in
the Offer to Purchase dated March 5, 2018, as amended by this press
release (the “Offer to Purchase”).
The withdrawal rights for the Offers expired at 5:00 p.m. (New
York City time) on March 16, 2018. The Offers will each expire at
11:59 p.m. (New York City time) on March 30, 2018, unless extended
or earlier terminated by Verizon (the “Expiration Date”).
Verizon’s obligation to accept Notes tendered in the Offers is
subject to the terms and conditions described in the Offer to
Purchase, including (i) the Acceptance Priority Procedures (as
described in Verizon’s press release dated March 5, 2018 announcing
the Offers (the “Launch Press Release”)), (ii) a cap on the total
cash Verizon pays to purchase the Group 1 Notes validly tendered
under the Group 1 Offers (excluding the applicable Accrued Coupon
Payments (as defined below)) of, after today’s increase,
approximately $1.9 billion) (the “Group 1 Waterfall Cap”), and
(iii) a cap on the total cash Verizon pays to purchase the Group 2
Notes validly tendered under the Group 2 Offers (excluding the
applicable Accrued Coupon Payments) of $1.5 billion (the “Group 2
Waterfall Cap”).
All conditions to the Offers were deemed satisfied or waived by
Verizon by the Early Participation Date. Accordingly, Verizon has
elected to exercise its right to settle early all Group 1 Notes and
Group 2 Notes validly tendered at or prior to the Early
Participation Date and accepted for purchase, and the “Early
Settlement Date” will be March 20, 2018. Since the aggregate
purchase price of the Group 1 Notes (excluding the applicable
Accrued Coupon Payments) validly tendered at or prior to the Early
Participation Date and accepted for purchase will meet the Group 1
Waterfall Cap, there will be no Final Settlement Date (as defined
in the Launch Press Release) and no additional tenders of Notes
will be accepted for purchase by Verizon after the Early
Participation Date with respect to the Group 1 Notes. Since
the aggregate purchase price of the Group 2 Notes (excluding the
applicable Accrued Coupon Payments) validly tendered at or prior to
the Early Participation Date and accepted for purchase did not
exceed the Group 2 Waterfall Cap, Verizon will, until the
Expiration Date, continue to accept for purchase Group 2 Notes up
to the Group 2 Waterfall Cap. Holders of the Group 2 Notes that are
validly tendered after the Early Participation Date and prior to
the Expiration Date and accepted for purchase subject to the terms
and conditions described in the Offer to Purchase, will receive the
applicable Tender Consideration (as defined in the Launch Press
Release), which is equal to the applicable Total Consideration
minus the Early Participation Payment (each as defined in the
Launch Press Release).
Verizon was advised by Global Bondholder Services Corporation,
as the Information Agent and the Tender Agent, that as of the Early
Participation Date, the aggregate principal amounts of the Notes
specified in the table below were validly tendered and not validly
withdrawn:
Group 1
Offers |
|
Acceptance Priority Level |
CUSIP/ISIN Number(s) |
Title of Security |
Principal Amount Outstanding |
Principal Amount Tendered as of the Early
Participation Date |
Percentage of Amount Outstanding Tendered as of
the Early Participation Date |
1 |
92343VDQ4/ |
2.946%
Notes due 2022 |
$3,194,253,000 |
$1,909,019,000 |
59.76% |
|
92343VDM3/ USU9221AAS79 |
|
|
|
|
2 |
92343VAX2 |
4.600%
Notes due 2021 |
$1,334,842,000 |
$ 426,610,000 |
31.96% |
3 |
92343VBC7 |
3.500%
Notes due 2021 |
$1,628,716,000 |
$ 353,562,000 |
21.71% |
4 |
92343VCC6 |
3.450%
Notes due 2021 |
$861,617,000 |
$ 322,843,000 |
37.47% |
5 |
92343VDW1 |
3.125%
Notes due 2022 |
$1,850,000,000 |
$ 859,874,000 |
46.48% |
6 |
92343VCN2 |
3.000%
Notes due 2021 |
$1,226,930,000 |
$ 295,985,000 |
24.12% |
7 |
92343VBJ2 |
2.450%
Notes due 2022 |
$1,464,954,000 |
$ 195,964,000 |
13.38% |
8 |
92343VDG6 |
1.750%
Notes due 2021 |
$873,757,000 |
$ 158,309,000 |
18.12% |
9 |
92343VDX9 |
Floating Rate Notes due 2022 |
$1,400,000,000 |
$ 408,192,000 |
29.16% |
Group 2
Offers |
|
Acceptance Priority Level |
CUSIP/ISIN Number (s) |
Title of Security |
Principal Amount Outstanding |
Principal Amount Tendered as of the Early
Participation Date |
Percentage of Amount Outstanding Tendered as of
the Early Participation Date |
1 |
92343VCZ5 |
4.672%
Notes due 2055 |
$5,499,999,000 |
$ 424,359,000 |
7.72% |
2 |
92343VCX0 |
4.522%
Notes due 2048 |
$5,000,000,000 |
$ 246,180,000 |
4.92% |
3 |
92343VCM4 |
5.012%
Notes due 2054 |
$5,500,001,000 |
$ 163,916,000 |
2.98% |
4 |
92343VDS0/ |
5.012%
Notes due 2049 |
$4,072,197,000 |
$130,868,000 |
3.21% |
|
92343VDP6/USU9221AAT52 |
|
|
|
|
Promptly after 11:00 a.m. (New York City time)
today, March 19, 2018, Verizon will issue a press release
specifying, among other things (i) the aggregate principal amount
of Notes accepted in each Offer, (ii) the offer yield, which is the
fixed spread for the applicable series of Fixed Rate Notes (as
defined in the Launch Press Release) plus the yield of the
specified Reference U.S. Treasury Security (as set forth in the
Launch Press Release) for that series as of 11:00 a.m. (New York
City time) today, March 19, 2018, and (iii) the Fixed Rate Note
Total Consideration (as defined in the Launch Press Release) for
each series of Fixed Rate Notes. On March 20, 2018, holders of
Notes validly tendered at or prior to the Early Participation Date
that are accepted for purchase by Verizon will receive the
applicable Total Consideration, in cash, and an additional cash
payment equal to accrued and unpaid interest on such Notes to, but
not including, the relevant Settlement Date (as defined in the
Launch Press Release) (the “Accrued Coupon Payment”).
Verizon has retained Citigroup Global Markets Inc., Goldman
Sachs & Co. LLC and J.P. Morgan Securities LLC to act as lead
dealer managers for the Offers, and Credit Suisse Securities (USA)
LLC, Loop Capital Markets LLC, Mizuho Securities USA LLC, CastleOak
Securities, L.P., Samuel A. Ramirez & Company, Inc., Siebert
Cisneros Shank & Co., L.L.C. 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
Citigroup 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 J.P. Morgan at (866)
834-4666 (toll-free) or (212) 834-4811 (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 to Purchase 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 does not constitute an offer to purchase or a
solicitation of an offer to purchase any securities of Verizon in
any transaction. 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
that has implemented the prospectus directive, 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 circumstances where it
does not apply.
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
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
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:Bob
Varettoni908-559-6388robert.a.varettoni@verizon.com
Verizon Communications (NYSE:VZ)
Historical Stock Chart
From Apr 2024 to May 2024
Verizon Communications (NYSE:VZ)
Historical Stock Chart
From May 2023 to May 2024