VZ Verizon Communications Inc

Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the accepted amounts as of the Original Early Participation Date (as defined in the Early Results Press Release (as defined below)) and pricing terms of its previously announced six separate offers to purchase for cash, the outstanding series of debt securities (each a “Security” and collectively, the “Securities”) listed in the table below, on the terms and subject to the conditions set forth in the offer to purchase dated November 7, 2024 (as amended by Verizon’s press release dated today, November 22, 2024, relating to the early results and extension of the early participation date of the Offers (the “Early Results Press Release”), the “Offer to Purchase”).

Verizon refers to each offer to purchase a Security for cash as an “Offer” and all the offers to purchase the Securities, collectively as the “Offers.”

Verizon’s obligation to accept Securities tendered in the Offers is subject to the terms and conditions described in the Offer to Purchase, including, among other things, the Acceptance Priority Procedures (as defined in the Offer to Purchase).

Withdrawal rights for the Offers expired at 5:00 p.m. (Eastern time) on November 21, 2024. The Extended Early Participation Date (as defined in the Early Results Press Release) is 5:00 p.m. (Eastern time) on December 9, 2024, at which time the Offers will also expire (the “Expiration Date”), unless the Expiration Date is extended or earlier terminated by Verizon.

As previously announced all conditions applicable to the Offers as of the Original Early Participation Date were deemed satisfied by Verizon, or were timely waived by Verizon.

The Securities tendered and not validly withdrawn at or prior to the Original Early Participation Date that have been accepted for purchase are indicated in the table below. Verizon will settle all Securities validly tendered and not validly withdrawn at or prior to the Original Early Participation Date and accepted for purchase, on November 26, 2024 (the “Early Settlement Date”).

The table below indicates, among other things, with respect to each series of Securities validly tendered at or prior to the Original Early Participation Date and accepted for purchase, (1) the aggregate principal amount of the Securities of each series tendered in each Offer, (2) the aggregate principal amount of the Securities 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 Securities (the “Total Consideration”), as calculated at 10:00 a.m. (Eastern time) today, November 22, 2024 (the “Price Determination Date”) in accordance with the terms of the Offer to Purchase:

Acceptance Priority Level		CUSIP/ISIN Number(s)		Title of Security		Principal Amount Outstanding		Principal Amount Tendered as of the Original Early Participation Date		Principal Amount Accepted for Purchase		Offer Yield (1)		Total Consideration (2)
1		92343VEN0 / 92343VEB6 / U9221AAY4		3.376% notes due 2025		$1,287,477,000		$490,854,000		$490,854,000		4.602%		$997.24
2		92343VEP5		Floating Rate notes due 2025		$873,918,000		$373,004,000		$373,004,000		N/A		$1,010.00
3		92343VFS8		0.850% notes due 2025		$1,232,569,000		$542,142,000		$542,142,000		4.374%		$966.44
4		92343VGG3		1.450% notes due 2026		$1,653,140,000		$803,974,000		$803,974,000		4.333%		$963.47
5		92343VGE8		Floating Rate notes due 2026		$493,127,000		$252,796,000		$252,796,000		N/A		$1,012.50
6		92343VDD3		2.625% notes due 2026		$1,776,821,000		$771,770,000		$771,770,000		4.286%		$972.71

(1)	The “Offer Yield” is equal to the sum of (a) the applicable reference yield, as calculated by the lead dealer managers, that equates to the bid-side price of the applicable Reference U.S. Treasury Security (specified in the Offer to Purchase for such series of Securities) as quoted on the applicable Bloomberg reference page (specified in the Offer to Purchase for such series of Securities) as of 10:00 a.m. (Eastern time) today, plus (b) the Fixed Spread (as defined in the Launch Press Release) for the applicable series of Securities.
(2)	Payable per each $1,000 principal amount of each specified series of Securities validly tendered at or prior to the Extended Early Participation Date and accepted for purchase.

Because the aggregate Total Consideration of Securities validly tendered at or prior to the Original Early Participation Date and accepted for purchase did not exceed the Waterfall Cap (as defined in the Offer to Purchase), Verizon will, until the Expiration Date, continue to accept for purchase all Securities validly tendered after the Original Early Participation Date, subject to all conditions having been satisfied or waived by Verizon with respect to the Offers. The Final Settlement Date (as defined in the Offer to Purchase) is expected to be the second business day after the applicable Expiration Date, unless extended with respect to any Offer.

The applicable Total Consideration that will be paid to holders of Securities (each, a “Holder” and collectively, “Holders”) on the relevant settlement date for each series of Securities accepted for purchase includes an early participation payment of $50 per $1,000 principal amount of Securities, but does not include the applicable accrued but unpaid interest on each such series of Securities to, but not including, the relevant settlement date (the “Accrued Coupon Payment”), which will be paid, in cash, in addition to the applicable Total Consideration.

Verizon has retained BofA Securities, Inc., Santander US Capital Markets LLC, SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC to act as lead dealer managers for the Offers and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Academy Securities, Inc. and R. Seelaus & Co., LLC to act as co-dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to BofA Securities, Inc. at (980) 387-3907 (Collect) or (888) 292-0070 (Toll-Free), Santander US Capital Markets LLC at (212) 350-0660 (Collect) or (855) 404-3636 (Toll Free), SMBC Nikko Securities America, Inc. at (212) 224-5163 (Collect) or (888) 284-9760 (Toll Free), or TD Securities (USA) LLC at (212) 827-2842 (Collect) or (866) 584-2096 (Toll-Free).

Global Bondholder Services Corporation is acting as the tender 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 (855) 654-2015 (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 sell any Securities. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders 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 Securities 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 and the tender agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Securities 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. 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,” “hope,” “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 Wilkens201-572-9317eric.wilkens@verizon.com