Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the accepted amounts and pricing terms of its previously
announced five separate offers to purchase the outstanding series
of debt securities listed in the table below (collectively, the
“Notes”) up to an aggregate principal amount of €1,981,215,000 (the
“Maximum Principal Amount”). We refer to each offer to purchase a
series of debt securities for cash as an “Offer” and collectively
as the “Offers.” The Offers are made on the terms and subject to
the conditions set forth in the Offer to Purchase dated February
14, 2024, as amended by Verizon’s press release announcing the cap
increase and early participation results of the Offers, dated
February 29, 2024 (the “Offer to Purchase”).
The “Early Participation Date” was 4:00 p.m. (London time) on
February 28, 2024. 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.
As previously announced all conditions to the Offers were deemed
satisfied by Verizon by the Early Participation Date, or were
timely waived by Verizon.
The Notes tendered and not validly withdrawn at or prior to the
Early Participation Date that have been accepted for purchase are
indicated in the table below. Verizon will settle all Notes validly
tendered and not validly withdrawn at or prior to the Early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.
The table below indicates, among other things, with respect to
each series of Notes validly tendered at or prior to the Early
Participation Date and accepted for purchase, (1) the aggregate
principal amount of the Notes of each series tendered in each
Offer, (2) the aggregate principal amount of the Notes of each
series accepted in each Offer, (3) the Offer Yield (as defined
below), as applicable and (4) the total consideration for each
€1,000 principal amount of each series of Notes (the “Total
Consideration”), as calculated at 2:00 p.m. (London time) today,
February 29, 2024 in accordance with the terms of the Offer to
Purchase:
Acceptance Priority Level |
ISIN / Common Code |
Title of Security |
Principal Amount Outstanding |
Principal Amount Tendered as of the Early Participation
Date |
Principal Amount Accepted for Purchase |
Fixed Spread (basis points) |
Offer
Yield(1) |
Total
Consideration(2) |
1 |
XS1405766897 / 140576689 |
0.875% Notes due 2025 |
€1,000,000,000 |
€252,525,000 |
€252,525,000 |
-10 |
3.577% |
€971.87 |
2 |
XS1708161291 / 170816129 |
1.375% Notes due 2026 |
€1,250,000,000 |
€504,421,000 |
€504,421,000 |
+20 |
3.320% |
€951.42 |
3 |
XS1030900242 / 103090024 |
3.250% Notes due 2026 |
€1,250,000,000 |
€407,020,000 |
€407,020,000 |
+0 |
3.283% |
€999.36 |
4 |
XS1979280853 / 197928085 |
0.875% Notes due 2027 |
€1,250,000,000 |
€627,207,000 |
€627,207,000 |
+30 |
3.330% |
€928.89 |
5 |
XS1405766624 / 140576662 |
1.375% Notes due 2028 |
€1,250,000,000 |
€190,042,000 |
€190,042,000 |
+45 |
3.320% |
€917.17 |
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(1) The “Offer Yield” 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 Verizon’s press release dated February 14, 2024
announcing the Offers) for the applicable 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 includes an early participation payment of €50 per €1,000
principal amount of Notes, but does not include the applicable
accrued but unpaid interest on each such series of Notes to, but
not including, the Early Settlement Date, which will be paid, in
cash, in addition to the applicable Total Consideration.
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 has given 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 is not valid. 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 is
not valid.
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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