Verizon
announces early participation results and the pricing terms of its
tender offers for all series of any and all notes and the results
of its consent solicitation
NEW YORK, March 18, 2016 -- Verizon Communications
Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today announced the
early participation results as of 5:00
p.m., New York City time,
on March 17, 2016 (the "Any and All
Early Participation Time") and the pricing of its previously
announced concurrent, but separate, cash tender offers on behalf of
itself and certain of its subsidiaries for (i) any and all
outstanding Group 1 Any and All Notes and (ii) any and all
outstanding Group 2 Any and All Notes. Verizon also announced
the results as of the Any and All Early Participation Time of its
previously announced concurrent Consent Solicitation with respect
to each series of the Group 1 Any and All Notes. Capitalized
terms used but not defined herein have the meanings set forth in
the offer to purchase dated March 4,
2016 (the "Offer to Purchase").
The complete terms of the Any and All Offers and the Consent
Solicitation are set forth in the Offer to Purchase and the related
letter of transmittal. Copies of the Offer to Purchase and the
related letter of transmittal are available upon request from
Global Bondholder Services Corporation at the telephone numbers
provided below.
Withdrawal rights for the Any and All Offers expired at
5:00 p.m., New York City
time, on March 17, 2016 and have not
been extended. The Any and All Offers will expire at
5:00 p.m., New York City time, on April 1, 2016, unless extended (the "Any and All
Expiration Time").
The Reference Yield of each UST Reference Security for each
series of Any and All Notes was measured as of 11:00 a.m., New York
City time, on Friday, March 18,
2016 (the "Any and All Price Determination Time"), and the
Total Consideration and Tender Offer Consideration for each series
of Any and All Notes were calculated in accordance with the Offer
to Purchase.
The tables below set forth the aggregate principal amount of Any
and All Notes validly tendered and not validly withdrawn at or
prior to the Any and All Early Participation Time and accepted for
purchase, the Reference Yield, the Total Consideration and the
Tender Offer Consideration for each series of Any and All
Notes.
Group 1 Any and
All Offer
| Group 1 Any and All
Notes |
CUSIP |
Principal
Amount
Outstanding |
Aggregate Principal Amount
Accepted1 |
Bloomberg
Reference
Page |
UST Reference Security |
Reference Yield |
Fixed Spread
(Basis Points) |
Total
Consideration2 |
Tender Offer
Consideration3 |
Accrued and Unpaid
Interest4 |
| 2.50% Notes due
2016 |
92343VBN3 |
$2,182,335,000 |
$1,271,367,000 |
FIT3 |
0.875% due Sep.
15, 2016 |
0.494% |
30 |
$1,007.60 |
$977.60 |
$1.32 |
| 2.00% Notes due 2016 |
92343VBD5 |
$1,250,000,000 |
$674,395,000 |
FIT3 |
0.375% due Oct. 31, 2016 |
0.542% |
20 |
$1,007.20 |
$977.20 |
$8.50 |
| 6.35% Notes due 2019 |
92343VAV6 |
$1,750,000,000 |
$969,614,000 |
FIT5 |
1.500% due Mar. 31, 2019 |
1.006% |
75 |
$1,133.32 |
$1,103.32 |
$0.53 |
Group 2 Any and
All Offer
| Group 2 Any and All
Notes |
CUSIP |
Principal Amount
Outstanding |
Aggregate Principal Amount
Accepted1 |
Bloomberg
Reference
Page |
UST Reference
Security |
Reference Yield |
Fixed Spread
(Basis Points) |
Total
Consideration2 |
Tender Offer
Consideration3 |
Accrued and Unpaid
Interest4 |
| 8.375% Debentures
due 2019 |
252759AL9 |
$15,000,000 |
$15,000,000 |
FIT1 |
0.750% due Feb. 15, 2019 |
0.996% |
180 |
$1,182.11 |
$1,132.11 |
$4.42 |
| 8.625% Debentures due 2031 |
252759AM7 |
$15,000,000 |
$4,609,000 |
FIT1 |
1.625% due Feb. 15, 2026 |
1.873% |
330 |
$1,365.39 |
$1,315.39 |
$40.49 |
| 8.00% Debentures due 2029 |
165069AP0 |
$50,000,000 |
$21,484,000 |
FIT1 |
1.625% due Feb. 15, 2026 |
1.873% |
305 |
$1,301.32 |
$1,251.32 |
$37.56 |
| 8.30% Debentures due 2031 |
165069AQ8 |
$100,000,000 |
$75,792,000 |
FIT1 |
1.625% due Feb. 15, 2026 |
1.873% |
315 |
$1,347.26 |
$1,297.26 |
$14.53 |
| 5.125% Debentures due 2033 |
92344WAB7 |
$350,000,000 |
$169,433,000 |
FIT1 |
3.000% due Nov. 15, 2045 |
2.665% |
235 |
$1,012.50 |
$962.50 |
$15.52 |
| 7.875% Debentures due 2029 |
644239AY1 |
$348,965,000 |
$175,807,000 |
FIT1 |
1.625% due Feb. 15, 2026 |
1.873% |
330 |
$1,261.63 |
$1,211.63 |
$30.41 |
| 8.00% Debentures due 2022 |
645767AY0 |
$200,000,000 |
$53,683,000 |
FIT1 |
1.125% due Feb. 28, 2021 |
1.338% |
230 |
$1,238.65 |
$1,188.65 |
$27.33 |
| 7.85% Debentures due 2029 |
645767AW4 |
$148,935,000 |
$62,380,000 |
FIT1 |
1.625% due Feb. 15, 2026 |
1.873% |
285 |
$1,311.32 |
$1,261.32 |
$30.31 |
| 6.50% Debentures due 2028 |
650094CJ2 |
$100,000,000 |
$28,288,000 |
FIT1 |
1.625% due Feb. 15, 2026 |
1.873% |
295 |
$1,151.71 |
$1,101.71 |
$30.51 |
| 7.375% Debentures due 2032 |
92344XAB5 |
$500,000,000 |
$256,329,000 |
FIT1 |
3.000% due Nov. 15, 2045 |
2.665% |
280 |
$1,201.92 |
$1,151.92 |
$0.61 |
| 6.00% Debentures due 2028 |
07786DAA4 |
$125,000,000 |
$55,934,000 |
FIT1 |
1.625% due Feb. 15, 2026 |
1.873% |
295 |
$1,110.47 |
$1,060.47 |
$20.50 |
| 8.35% Debentures due 2030 |
078167AZ6 |
$174,975,000 |
$127,203,000 |
FIT1 |
1.625% due Feb. 15, 2026 |
1.873% |
330 |
$1,324.10 |
$1,274.10 |
$25.28 |
| 8.75% Debentures due 2031 |
078167BA0 |
$125,000,000 |
$71,658,000 |
FIT1 |
1.625% due Feb. 15, 2026 |
1.873% |
345 |
$1,356.47 |
$1,306.47 |
$11.91 |
| 7.875% Debentures due 2022 |
165087AN7 |
$100,000,000 |
$43,342,000 |
FIT1 |
1.125% due Feb. 28, 2021 |
1.338% |
215 |
$1,227.79 |
$1,177.79 |
$17.28 |
| 8.375% Debentures due 2029 |
165087AL1 |
$100,000,000 |
$81,369,000 |
FIT1 |
1.625% due Feb. 15, 2026 |
1.873% |
320 |
$1,319.78 |
$1,269.78 |
$0.70 |
|
(1) |
As of 5:00 p.m. March 17, 2016, as
reported by the Depositary. |
|
(2) |
Per $1,000
principal amount of Notes, assuming a settlement date of April 4,
2016. The Total Consideration includes the Early Tender Premium and
excludes accrued and unpaid interest. |
|
(3) |
Per $1,000 principal amount of
Notes, assuming a settlement date of April 4, 2016. The Tender
Offer Consideration excludes the Early Tender Premium and accrued
and unpaid interest. |
|
(4) |
Per $1,000 principal amount of
Notes, assuming a settlement date of April 4, 2016. |
Holders whose Any and All Notes were validly tendered at or
prior to the Any and All Early Participation Time and accepted for
purchase will receive the applicable Total Consideration, which
includes the Early Tender Premium. Holders who validly tender
their Any and All Notes after the Any and All Early Participation
Time but at or prior to the Any and All Expiration Time will
receive the applicable Tender Offer Consideration, which excludes
the Early Tender Premium, if such Any and All Notes are accepted
for purchase. In each case, holders whose Any and All Notes
are accepted for purchase will also receive accrued and unpaid
interest from and including the last interest payment date for such
series of Any and All Notes to, but not including, the Settlement
Date.
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, payment for Any and All Notes accepted for
purchase will be made promptly after the Any and All Expiration
Time on the Settlement Date, which is expected to be on or about
April 4, 2016.
Each Any and All Offer and the Consent Solicitation is
conditioned upon the satisfaction of certain conditions, including
the closing of the sale of Verizon's local exchange and related
business assets in California,
Florida and Texas and Verizon's receipt of at least
$9.5 billion of purchase price cash
at closing.
Verizon has also received the Requisite Consents with respect to
each series of the Group 1 Any and All Notes necessary to amend the
Verizon Communications Indenture to give effect to the Proposed
Amendment with respect to such series.
As previously announced in Verizon's press release relating to
the Waterfall Offer dated as of March 14,
2016, the Price Determination Time for the Waterfall Notes
has been extended to 11:00 a.m.,
New York City time, on
March 21, 2016. Verizon intends to
issue a press release announcing the early participation results of
its tender offers for all series of Waterfall Notes prior to the
Price Determination Time for the Waterfall Notes.
Verizon has retained Goldman, Sachs & Co., RBC Capital
Markets, LLC and Santander Investment Securities Inc. to act as
lead dealer managers (together, the "Lead Dealer Managers") for the
Offers and as lead solicitation agents for the Consent Solicitation
(together, the "Lead Solicitation Agents") and Mitsubishi UFJ
Securities (USA), Inc., CastleOak
Securities, L.P., Drexel Hamilton,
LLC, Samuel A. Ramirez &
Company, Inc. and Siebert Brandford
Shank & Co., L.L.C. to act as co-dealer managers (the
"Co-Dealer Managers" and together with the Lead Dealer Managers,
the "Dealer Managers") and co-solicitation agents (the
"Co-Solicitation Agents" and together with the Lead Solicitation
Agents, the "Solicitation Agents") in connection with the Offers
and the Consent Solicitation. Global Bondholder Services
Corporation is acting as the Information Agent and the Depositary
for the Offers and the Consent Solicitation. Questions
regarding terms and conditions of the Offers or the Consent
Solicitation should be directed to Goldman, Sachs & Co. at
(800) 828-3182 (toll-free) or (212) 357-1039 (collect), RBC Capital
Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822
(collect) or Santander Investment Securities Inc. at 855-404-3636
(toll-free) or 212-940-1442 (collect). Requests for
documentation or for assistance with the procedures for tendering
Notes should be directed to Global Bondholder Services Corporation
at (866) 470-3800 (toll-free) or (212) 430-3774
(collect).
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase or a solicitation of consents with respect to any
Notes. The Offers and the Consent Solicitation are being made
solely pursuant to the Offer to Purchase and related
documents. The Offers and the Consent Solicitation 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 and the Consent Solicitation to be made by a
licensed broker or dealer, the Offers and the Consent Solicitation
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.
Verizon Communications Inc. (NYSE, Nasdaq: VZ) employs a diverse
workforce of 177,700 and generated nearly $132 billion in 2015 revenues. Verizon operates
America's most reliable wireless network, with more than 112
million retail connections nationwide. Headquartered in
New York, the company also
provides communications and entertainment services over America's
most advanced fiber-optic network, and delivers integrated business
solutions to customers worldwide.
Cautionary Statement Regarding Forward-Looking
Statements
In this communication we have 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 which could cause actual
results to differ materially from those currently
anticipated. Factors that could materially affect these
forward-looking statements can be found in our periodic reports
filed with the SEC. Eligible 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 we undertake 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. We cannot assure you that projected results or events
will be achieved.
VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive
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Media contact:
Bob Varettoni
908-559-6388
robert.a.varettoni@verizon.com
Source Verizon Communications Inc