Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced, in connection with Verizon’s previously announced Offers
(as defined below) to purchase its outstanding Notes (as defined
below), the early participation results for the Offers as of 4:00
p.m. (London time) on February 28, 2024 (the “Early Participation
Date”). In connection with the Offers (as defined below), all Notes
(as defined below) validly tendered and not validly withdrawn at or
prior to the Early Participation Date (as defined below) will be
accepted for purchase, in accordance with the terms of the Offer to
Purchase (as defined below). As a result, the maximum principal
amount of originally €1,500,000,000 will be increased to
€1,981,215,000 (the “Maximum Principal Amount”), to be purchased in
all of the Offers, excluding the applicable Accrued Coupon Payments
(as defined below).
The table below sets forth the early participation results as of
the Early Participation Date for Verizon’s previously announced
five separate offers to purchase the outstanding series of debt
securities listed in the table below (collectively, the “Notes”),
up to the Maximum Principal Amount. Verizon refers to each offer to
purchase a series of debt securities for cash as an “Offer,” and
all the offers to purchase the Notes, collectively as the “Offers.”
Verizon was advised by Kroll Issuer Services Limited, 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withdrawn:
AcceptancePriority Level |
ISIN / Common Code |
Title of Security |
PrincipalAmountOutstanding |
PrincipalAmountTendered as ofthe
EarlyParticipationDate |
Percentage ofAmountOutstandingTendered as ofthe
EarlyParticipation Date |
1 |
XS1405766897 / 140576689 |
0.875% Notes due 2025 |
€1,000,000,000 |
€252,525,000 |
25.25 |
% |
2 |
XS1708161291 / 170816129 |
1.375% Notes due 2026 |
€1,250,000,000 |
€504,421,000 |
40.35 |
% |
3 |
XS1030900242 / 103090024 |
3.250% Notes due 2026 |
€1,250,000,000 |
€407,020,000 |
32.56 |
% |
4 |
XS1979280853 / 197928085 |
0.875% Notes due 2027 |
€1,250,000,000 |
€627,207,000 |
50.18 |
% |
5 |
XS1405766624 / 140576662 |
1.375% Notes due 2028 |
€1,250,000,000 |
€190,042,000 |
15.20 |
% |
The Offers are made on the terms and subject to the conditions
set forth in the Offer to Purchase dated February 14, 2024 (the
“Offer to Purchase”).
Withdrawal rights for the Offers expired at 4:00 p.m. (London
time) on February 28, 2024. The Offers will each expire at 4:00
p.m. (London time) on March 14, 2024, unless extended by
Verizon.
Verizon’s obligation to accept Notes tendered in the Offers are
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
February 14, 2024 announcing the Offers (the “Launch Press
Release”) and (ii) the Maximum Principal Amount, to be purchased in
all of the Offers, excluding the applicable Accrued Coupon Payments
(as defined below). The Offers are not conditioned on any minimum
amount of Notes being tendered, and none of the Offers is
conditioned on the consummation of any of the other Offers.
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
March 4, 2024 (the “Early Settlement Date”). Because the amount of
Notes validly tendered at or prior to the Early Participation Date
reached the Maximum Principal Amount, there will be no Final
Settlement Date (as defined in the Offer to Purchase) and no Notes
tendered after the Early Participation Date will be accepted for
purchase. All tendered Notes that are not accepted for purchase
will be promptly returned to the tendering holder.
Promptly after 2:00 p.m. (London time) today, February 29, 2024,
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 for each series of Notes, which is equal to
the sum of (a) the applicable Mid-Swap Rate (as defined in the
Offer to Purchase), as calculated by the lead dealer managers, plus
(b) the Fixed Spread (as specified in the Launch Press Release) for
the applicable series of Notes and (iii) the Total Consideration
for each series of Notes. The Total Consideration for each series
of Notes includes an early participation payment of €50 per €1,000
principal amount of Notes.
On March 4, 2024, 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 Early Settlement
Date (the “Accrued Coupon Payment”).
Verizon has retained Barclays Bank PLC, BNP Paribas, Deutsche
Bank AG, London Branch and J.P. Morgan Securities plc to act as
lead dealer managers for the Offers and Banco Santander, S.A.,
CastleOak Securities, L.P., SMBC Nikko Capital Markets Limited, The
Toronto-Dominion Bank, Bancroft Capital, LLC and Tigress Financial
Partners, LLC to act as co-dealer managers for the Offers.
Questions regarding terms and conditions of the Offers should be
directed to Barclays Bank PLC at +44 (0)20 3134-8515, BNP Paribas
at +33 1 55 77 78 94, Deutsche Bank AG, London Branch at +44 (0)20
7545-8011 or J.P. Morgan Securities plc at +44 (0)20 7134-2468.
Kroll Issuer Services Limited 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 Kroll Issuer Services Limited
by email at verizon@is.kroll.com or by telephone at +44 20 7704
0880. 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 sell 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 and any other documents or materials relating
to the Offers have 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 announcement
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. Accordingly, this communication is only
addressed to and directed at (i) persons who are outside the United
Kingdom, or (ii) persons 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 (iii) within Article 43
of the Financial Promotion Order, or (iv) high net worth companies
and other persons to whom it may lawfully be communicated falling
within Article 49(2)(a) to (d) of the Financial Promotion Order
(such persons together being “relevant persons”). Any person who is
not a relevant person should not act or rely on any document
relating to the Offers or any of their contents.
This communication and any other documents or materials relating
to the Offers are only addressed to and directed at persons in
member states of the European Economic Area (the “EEA”), who are
“Qualified Investors” within the meaning of Article 2(1)(e) of
Regulation (EU) 2017/1129. The Offers are only available to
Qualified Investors. None of the information in the Offer to
Purchase and any other documents and materials relating to the
Offers should be acted upon or relied upon in any member state of
the EEA by persons who are not Qualified Investors.
Each Holder participating in the Offers will give certain
representations in respect of the jurisdictions referred to above
and generally as set out herein. Any tender of Notes for purchase
pursuant to the Offers from a Holder that is unable to make these
representations will not be accepted. Each of Verizon, the Dealer
Managers, the Tender Agent and the Information Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Offers, whether
any such representation given by a Holder is correct and, if such
investigation is undertaken and as a result Verizon determines (for
any reason) that such representation is not correct, such tender
shall not be accepted.
Cautionary statement regarding
forward-looking statements
In this communication Verizon has made
forward-looking statements, including regarding the conduct and
completion of the Offers. 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,” “assume,”
“believe,” “expect,” “plan,” “appear,” “project,” “estimate,”
“intend,” “target,” “forecast,” 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, including those discussed in the Offer to
Purchase under the heading “Risk Factors” and under similar
headings in other documents that are incorporated by reference in
the Offer to Purchase. 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 Wilkenseric.wilkens@verizon.com
Verizon Communications (NYSE:VZ)
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