Verizon announces accepted amounts and pricing terms of its tender offers for 15 series of notes
30 Abril 2019 - 01:42PM
Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the accepted amounts and pricing terms of its previously
announced 15 separate offers to purchase for cash up to an
aggregate principal amount equal to the Waterfall Cap (as defined
below) 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 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”). In
addition, Verizon today announced that, in connection with the
Offers, it increased the Waterfall Cap from $3.0 billion to $4.5
billion.
The “Early Participation Date” was 5:00 p.m. (Eastern time) on
April 29, 2019. 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”).
As previously announced, 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. Accordingly, all Notes validly tendered and not validly
withdrawn at or prior to the Early Participation Date with (i) an
Acceptance Priority Level of 1 have been accepted for purchase and
(ii) an Acceptance Priority Level lower than 2 have not been
accepted for purchase. Subject to the conditions in the Offer to
Purchase, Notes validly tendered and not validly withdrawn at or
prior to the Early Participation Date with Acceptance Priority
Level 2 have been accepted for purchase using a proration factor of
approximately 47.96%.
The table below indicates, among other things, the aggregate
principal amount of Notes accepted in each Offer, the Offer Yield
(as defined below), and the 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 10:00 a.m. (Eastern
time) today, April 30, 2019 (the “Price Determination Date”) in
accordance with the terms of the Offer to Purchase:
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Acceptance
Priority Level |
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CUSIP
Number |
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Title of
Security |
|
Principal
Amount Outstanding |
|
Principal Amount Tendered as of the Early Participation
Date |
|
Principal
Amount Accepted |
|
Offer
Yield(1) |
|
Total
Consideration(2) |
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1 |
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92343VCM4 |
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5.012%
notes due 2054 |
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$4,765,740,000 |
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$3,191,596,000 |
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$3,191,596,000 |
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4.312% |
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$1,126.28 |
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2 |
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92343VCZ5 |
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4.672%
notes due 2055 |
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$4,480,535,000 |
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$2,729,095,000 |
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$1,308,404,000 |
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4.302% |
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$1,067.28 |
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3 |
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92343VCK8 |
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4.862%
notes due 2046 |
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$4,317,480,000 |
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$2,302,770,000 |
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$0 |
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N/A |
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N/A |
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4 |
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92343VDS0 |
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5.012%
notes due 2049 |
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$3,535,114,000 |
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$2,012,272,000 |
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$0 |
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N/A |
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N/A |
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5 |
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92343VCX0 |
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4.522%
notes due 2048 |
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$4,548,159,000 |
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$2,532,692,000 |
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$0 |
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N/A |
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N/A |
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6 |
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92343VDV3 |
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5.500%
notes due 2047 |
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$1,430,580,000 |
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$604,062,000 |
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$0 |
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N/A |
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N/A |
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7 |
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92343VBT0 |
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6.550%
notes due 2043 |
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$1,018,898,000 |
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$57,664,000 |
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$0 |
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N/A |
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N/A |
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8 |
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92343VDC5 |
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4.125%
notes due 2046 |
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$1,274,054,000 |
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$488,491,000 |
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$0 |
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N/A |
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N/A |
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9 |
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92343VDR2 |
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4.812%
notes due 2039 |
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$1,582,870,000 |
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$442,703,000 |
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$0 |
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N/A |
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N/A |
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10 |
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92343VAK0 |
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6.400%
notes due 2038 |
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$332,665,000 |
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$108,393,000 |
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$0 |
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N/A |
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N/A |
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11 |
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92343VCV4 |
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4.272%
notes due 2036 |
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$2,745,559,000 |
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$1,005,373,000 |
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$0 |
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N/A |
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N/A |
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12 |
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92343VBE3 |
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4.750%
notes due 2041 |
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$710,670,000 |
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$196,634,000 |
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$0 |
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N/A |
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N/A |
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13 |
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92343VDU5 |
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5.250%
notes due 2037 |
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$2,821,045,000 |
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$1,087,883,000 |
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$0 |
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N/A |
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N/A |
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14 |
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92343VBG8 |
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3.850%
notes due 2042 |
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$1,006,378,000 |
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$291,269,000 |
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$0 |
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N/A |
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N/A |
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15 |
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92344GAX4 |
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5.850%
notes due 2035 |
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$501,152,000 |
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$11,907,000 |
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$0 |
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N/A |
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N/A |
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(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 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) on April 30, 2019, plus (b) the applicable 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. |
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 (as
defined in the Offer to Purchase), which will be paid, in cash, in
addition to the applicable Total Consideration.
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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