Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced (i) the early participation results, as of 5:00 p.m.
(Eastern time) on September 16, 2021 (the “Early Participation
Date”), of its previously announced private offers to exchange the
8 outstanding series of notes listed in the table below and
maturing from 2024 through 2026 (collectively, the “Old Notes”), in
each case, for newly issued notes of Verizon due 2032 (the “New
Notes”) (the “Exchange Offers”), on the terms and subject to the
conditions set forth in an offering memorandum dated September 2,
2021 (the “Offering Memorandum”) and (ii) the upsizing of the
transactions as detailed below. In connection with the upsizing,
Verizon has amended the terms of the transactions to increase the
maximum aggregate principal amount of new notes that will be
issued. Except as described in this press release, the terms and
conditions of the transactions remain unchanged. The Offering
Memorandum and the accompanying eligibility letter for the Exchange
Offers constitute the “Exchange Offer Documents”.
The withdrawal rights for each Exchange Offer
expired at 5:00 p.m. (Eastern time) on September 16, 2021. The
Exchange Offers will expire at 5:00 p.m. (Eastern time) on October
1, 2021, unless extended or earlier terminated by Verizon.
Verizon’s obligation to accept Old Notes tendered
in each of the Exchange Offers is subject to the terms and
conditions described in the Offering Memorandum, including, among
other things, (i) the Acceptance Priority Procedures (as described
in Verizon’s press release dated September 2, 2021 announcing the
Exchange Offers (the “Launch Press Release”)) and (ii) a cap on the
maximum aggregate principal amount of New Notes that Verizon will
issue in all of the Exchange Offers, which Verizon is hereby
increasing to such amount as is necessary to enable it to accept
all of the Old Notes validly tendered at or prior to the Early
Participation Date (as amended, the “New Notes Cap”). Such increase
in the New Notes Cap shall in no way affect the operation of the
applicable Acceptance Priority Procedures.
As all conditions applicable to the Exchange
Offers as of the Early Participation Date have been deemed
satisfied or waived by Verizon and the Minimum Issue Requirement
(as defined in the Launch Press Release) for each of the Exchange
Offers has been met, Verizon expects to settle all Old Notes
validly tendered at or prior to the Early Participation Date on
September 20, 2021 (the “Early Settlement Date”), subject to the
terms of the Exchange Offers, including the New Notes Cap. Because
the aggregate principal amount of New Notes to be issued in
exchange for the Old Notes validly tendered at or prior to the
Early Participation Date and accepted for exchange is expected to
equal the New Notes Cap, Verizon anticipates that there will be no
Final Settlement Date (as defined in the Launch Press Release) with
respect to the Exchange Offers, and no additional tenders of Old
Notes will be accepted for purchase by Verizon in the Exchange
Offers after the Early Participation Date.
Exchange Offers
Verizon was advised by Global Bondholder Services
Corporation, as the Information Agent and the Exchange Agent for
the Exchange Offers, that as of the Early Participation Date, the
aggregate principal amounts of the Old Notes specified in the final
column in the table below were validly tendered and not validly
withdrawn with respect to each of the Exchange Offers:
Acceptance Priority Level |
CUSIP Number(s) |
Title of Security |
Principal Amount
Outstanding |
Principal Amount Tendered as of
the Early Participation Date |
1 |
92343VBY9 |
4.150%
notes due 2024 |
$610,372,000 |
$132,776,000 |
2 |
92343VGF5 |
0.750%
notes due 2024 |
$1,750,000,000 |
$750,780,000 |
3 |
92343VGD0 |
Floating
Rate notes due 2024 |
$750,000,000 |
$296,791,000 |
4 |
92343VCR3 |
3.500%
notes due 2024 |
$1,499,188,000 |
$337,906,000 |
5 |
92343VEN0/
92343VEB6/U9221AAY4 |
3.376%
notes due 2025 |
$2,491,207,000 |
$1,151,446,000 |
6 |
92343VFS8 |
0.850%
notes due 2025 |
$2,000,000,000 |
$595,970,000 |
7 |
92343VGG3 |
1.450%
notes due 2026 |
$2,750,000,000 |
$833,533,000 |
8 |
92343VDD3 |
2.625%
notes due 2026 |
$2,250,000,000 |
$380,585,000 |
Promptly after 9:00 a.m. (Eastern time) today,
September 17, 2021, Verizon will issue a press release specifying,
among other things, (i) the Total Exchange Price (as defined in the
Launch Press Release) for each series of Fixed Rate Notes (as
defined in the Launch Press Release), (ii) the New Notes Coupon (as
defined in the Launch Press Release), (iii) the aggregate principal
amount of Old Notes validly tendered at or prior to the applicable
Early Participation Date and accepted for exchange in each Exchange
Offer, (iv) the proration factor (if any) to be applied and (v) the
aggregate principal amount of New Notes to be issued on the Early
Settlement Date.
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, including for assistance in completing an
eligibility letter, or for additional copies of the Exchange 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 Exchange Offers. The
eligibility letter for the Exchange Offers can be accessed at the
following link http://www.gbsc-usa.com/eligibility/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 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
(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,” “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, 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
Wilkens201-572-9317eric.wilkens@verizon.com
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