Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced that, in connection with the Offers (as defined below),
the Waterfall Cap (as defined below) will be increased from $3.0
billion aggregate principal amount to $4.5 billion aggregate
principal amount. As a result, all Notes (as defined below) validly
tendered and not validly withdrawn at or prior to the Early
Participation Date (as defined below) that have (i) an Acceptance
Priority Level of 1 will be accepted, (ii) an Acceptance Priority
Level lower than 2 will not be accepted for purchase and (iii) an
Acceptance Priority Level of 2 will be prorated in accordance with
the terms of the Offer to Purchase. Verizon today also announced
the early participation results, as of 5:00 p.m. (Eastern time) on
April 29, 2019 (the “Early Participation Date”), of its previously
announced 15 separate offers to purchase for cash up to an
aggregate principal amount equal to the Waterfall Cap of the
outstanding series of notes listed in the table below
(collectively, the “Notes”). We refer to each offer to purchase a
series of Notes for cash as an “Offer” and all of 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 April 16, 2019 (the “Offer to Purchase”).
Withdrawal rights for the Offers expired at 5:00 p.m. (Eastern
time) on April 29, 2019. The Offers will each expire at 11:59 p.m.
(Eastern time) on May 13, 2019, 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, among other things (i) the Acceptance Priority
Procedures (as described in Verizon’s press release dated April 16,
2019 announcing the Offers) and (ii) a cap on the aggregate
principal amount of Notes that Verizon will be obligated to
purchase pursuant to the Offers of originally $3.0 billion , which
has now been increased to $4.5 billion (as amended, the “Waterfall
Cap”).
All conditions to the Offers were deemed satisfied by Verizon by
the Early Participation Date, or timely waived by Verizon.
Accordingly, Verizon will settle all Notes validly tendered at or
prior to the Early Participation Date and accepted for purchase, on
May 1, 2019 (the “Early Settlement Date”). Because the aggregate
principal amount of Notes validly tendered at or prior to the Early
Participation Date exceeded the Waterfall Cap, there will be no
Final Settlement Date, and no Notes tendered after the Early
Participation Date will be accepted for purchase.
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:
|
Acceptance
Priority Level |
CUSIP
Number |
Title of
Security |
Principal Amount Outstanding |
Principal
AmountTendered as of the EarlyParticipation Date |
Percentage of Amount Outstanding Tendered as of the Early
Participation Date |
|
|
1 |
92343VCM4 |
5.012% notes due 2054 |
$4,765,740,000 |
$3,191,596,000 |
66.97% |
|
|
2 |
92343VCZ5 |
4.672%
notes due 2055 |
$4,480,535,000 |
$2,729,095,000 |
60.91% |
|
|
3 |
92343VCK8 |
4.862%
notes due 2046 |
$4,317,480,000 |
$2,302,770,000 |
53.34% |
|
|
4 |
92343VDS0 |
5.012%
notes due 2049 |
$3,535,114,000 |
$2,012,272,000 |
56.92% |
|
|
5 |
92343VCX0 |
4.522%
notes due 2048 |
$4,548,159,000 |
$2,532,692,000 |
55.69% |
|
|
6 |
92343VDV3 |
5.500%
notes due 2047 |
$1,430,580,000 |
$604,062,000 |
42.22% |
|
|
7 |
92343VBT0 |
6.550%
notes due 2043 |
$1,018,898,000 |
$57,664,000 |
5.66% |
|
|
8 |
92343VDC5 |
4.125%
notes due 2046 |
$1,274,054,000 |
$488,491,000 |
38.34% |
|
|
9 |
92343VDR2 |
4.812%
notes due 2039 |
$1,582,870,000 |
$442,703,000 |
27.97% |
|
|
10 |
92343VAK0 |
6.400%
notes due 2038 |
$332,665,000 |
$108,393,000 |
32.58% |
|
|
11 |
92343VCV4 |
4.272%
notes due 2036 |
$2,745,559,000 |
$1,005,373,000 |
36.62% |
|
|
12 |
92343VBE3 |
4.750%
notes due 2041 |
$710,670,000 |
$196,634,000 |
27.67% |
|
|
13 |
92343VDU5 |
5.250%
notes due 2037 |
$2,821,045,000 |
$1,087,883,000 |
38.56% |
|
|
14 |
92343VBG8 |
3.850%
notes due 2042 |
$1,006,378,000 |
$291,269,000 |
28.94% |
|
|
15 |
92344GAX4 |
5.850%
notes due 2035 |
$501,152,000 |
$11,907,000 |
2.38% |
|
Promptly after 10:00 a.m. (Eastern time) today, April 30, 2019,
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 equal to the sum of (a) the fixed
spread for the applicable series of Notes plus (b) the yield of the
3.375% U.S. Treasury Bond due Nov. 15, 2048 as quoted on the
Bloomberg reference page “FIT1” as of 10:00 a.m. (Eastern time)
today, April 30, 2019, (iii) the Total Consideration for each
series of Notes and (iv) the proration factor to be applied. On May
1, 2019, 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 the accrued and unpaid interest on
such Notes to, but not including, the relevant Settlement Date (as
defined in the Offer to Purchase).
Verizon has retained Citigroup Global Markets Inc., Goldman
Sachs & Co. LLC, Mizuho Securities USA LLC and Wells Fargo
Securities, LLC to act as lead dealer managers for the Offers and
ICBC Standard Bank Plc, Loop Capital Markets LLC, TD Securities
(USA) LLC, Blaylock Van, LLC, C.L. King & Associates, Inc. and
MFR Securities, Inc. 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), 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) 410-4756
(collect).
Global Bondholder Services Corporation is acting 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.
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
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 (such persons together being “relevant
persons”).
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. Factors that could materially affect these
forward-looking statements can be found in the Offer to Purchase
under the heading “Risk Factors” and 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:Eric
Wilkens908-559-3063eric.wilkens@verizon.com
Verizon Communications (NYSE:VZ)
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