Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the accepted amounts and pricing terms of its previously
announced private offers to exchange the 8 outstanding series of
notes listed in the first table below and maturing from 2024
through 2026 (collectively, the “Old Notes”), in each case, for
newly issued notes of Verizon due 2032 (the “New Notes”) (the
“Exchange Offers”), on the terms and subject to the conditions set
forth in an offering memorandum dated September 2, 2021 (as amended
by Verizon’s press release dated today, September 17, 2021,
relating to the early participation results and upsizing of the
Exchange Offers (the “Early Participation Results Press Release”)
and this press release, the “Offering Memorandum”). The Offering
Memorandum and the accompanying eligibility letter for the Exchange
Offers constitute the “Exchange Offer Documents”.
The “Early Participation Date” was, and the
withdrawal rights for each Exchange Offer expired at, 5:00 p.m.
(Eastern time) on September 16, 2021. The Exchange Offers will
expire at 5:00 p.m. (Eastern time) on October 1, 2021, unless
extended or earlier terminated by Verizon.
As previously announced, all conditions applicable
to the Exchange Offers as of the Early Participation Date have been
deemed satisfied or waived by Verizon and the Minimum Issue
Requirement (as defined in Verizon’s press release announcing the
Exchange Offers, dated September 2, 2021 (the “Launch Press
Release”)) for each of the Exchange Offers was met as of the Early
Participation Date.
Verizon will settle all Old Notes validly tendered
at or prior to the Early Participation Date and accepted for
exchange on September 20, 2021 (the “Early Settlement Date”).
Because the aggregate principal amount of New Notes to be issued in
exchange for the Old Notes validly tendered at or prior to the
Early Participation Date and accepted for exchange will equal the
New Notes Cap (as defined in the Early Participation Results Press
Release), there will be no Final Settlement Date (as defined in the
Launch Press Release) with respect to the Exchange Offers, and no
additional tenders of Old Notes will be accepted for purchase by
Verizon in the Exchange Offers after the Early Participation
Date.
Exchange Offers
The table below indicates, among other things, the
aggregate principal amount of Old Notes accepted in each Exchange
Offer, the Exchange Offer Yield (as defined below) for each series
of Fixed Rate Notes (as defined below) and the Total Exchange Price
(as defined below) for each series of Fixed Rate Notes, each as
calculated at 9:00 a.m. (Eastern time) today, September 17, 2021
(the “Price Determination Date”) in accordance with the terms set
forth in the Offering Memorandum. No series of Old Notes tendered
and accepted in the Exchange Offers was subject to proration.
Acceptance Priority Level |
CUSIP Number(s) |
Title of Security |
Principal Amount Outstanding |
Principal Amount Accepted under the Exchange
Offers |
Reference U.S. Treasury Security |
Yield of Reference U.S. Treasury Security |
Fixed Spread (basis points) |
Exchange Offer Yield(1) |
Fixed Rate Note Total Exchange
Price(2) |
Floating Rate Note Total Exchange
Price(3) |
1 |
92343VBY9 |
4.150% notes due 2024 |
$610,372,000 |
$132,776,000 |
0.250% due Mar. 15, 2024 |
0.351% |
+25 |
0.601% |
$1,087.45 |
N/A |
2 |
92343VGF5 |
0.750%
notes due 2024 |
$1,750,000,000 |
$750,780,000 |
0.250% due
Mar. 15, 2024 |
0.351% |
+10 |
0.451% |
$1,007.44 |
N/A |
3 |
92343VGD0 |
Floating Rate notes due 2024 |
$750,000,000 |
$296,791,000 |
N/A |
N/A |
N/A |
N/A |
N/A |
$1,011.25 |
4 |
92343VCR3 |
3.500%
notes due 2024 |
$1,499,188,000 |
$337,906,000 |
1.500% due
Oct. 31, 2024 |
0.487% |
+25 |
0.737% |
$1,084.90 |
N/A |
5 |
92343VEN0/ 92343VEB6/ U9221AAY4 |
3.376% notes due 2025 |
$2,491,207,000 |
$1,151,446,000 |
2.000% due Feb. 15, 2025 |
0.556% |
+25 |
0.806% |
$1,086.09 |
N/A |
6 |
92343VFS8 |
0.850%
notes due 2025* |
$2,000,000,000 |
$595,970,000 |
0.750% due
Aug. 31, 2026 |
0.860% |
+5 |
0.910% |
$1,000.00 |
N/A |
7 |
92343VGG3 |
1.450% notes due 2026* |
$2,750,000,000 |
$833,533,000 |
0.750% due Aug. 31, 2026 |
0.860% |
+25 |
1.110% |
$1,014.62 |
N/A |
8 |
92343VDD3 |
2.625% notes due 2026 |
$2,250,000,000 |
$380,585,000 |
0.750% due Aug. 31, 2026 |
0.860% |
+40 |
1.260% |
$1,064.69 |
N/A |
_______________________ (1) The “Exchange
Offer Yield” for each series of Old Notes other than the Floating
Rate Notes (as defined below) (all such Old Notes, the “Fixed Rate
Notes”) is equal to the sum of (i) the 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 table
above for such series of Fixed Rate Notes on the Price
Determination Date quoted on the Bloomberg Reference Page specified
in the Launch Press Release, plus (ii) the applicable Fixed Spread
specified in the table above (the “Fixed Spread”) for such series
of Fixed Rate Notes.
(2) The “Total Exchange Price” for each
series of Fixed Rate Notes payable in principal amount of New Notes
per each $1,000 principal amount of such series of Fixed Rate Notes
validly tendered for exchange at or prior to the Early
Participation Date, and is based on the Fixed Spread for the
applicable series of Fixed Rate Notes, plus the yield of the
specified Reference U.S. Treasury Security for that series (as
quoted on the applicable Bloomberg Reference Page specified in the
Launch Press Release) as of the Price Determination Date; provided
that the Total Exchange Price as determined in accordance with the
procedures described herein shall in no case be less than 100% of
the principal amount of the applicable Fixed Rate Notes tendered
for exchange.
(3) The Total Exchange Price payable in
principal amount of New Notes per each $1,000 principal amount of
floating rate notes due 2024 (the “Floating Rate Notes”) validly
tendered for exchange at or prior to the Early Participation
Date.
* Denotes a series of Notes for which the
calculation of the applicable Total Exchange Price was performed
using the present value of such Notes as determined at the
applicable Price Determination Date as if the principal amount of
such Notes had been due on the Par Call Date (as defined in the
Offering Memorandum) or, as described in Annex A to the Offering
Memorandum, the scheduled maturity date, in accordance with
standard market practice.
The following table sets forth the terms of the
New Notes:
Issuer |
|
Title of Security |
|
New Notes Coupon(1) |
|
Principal Amount Expected to be Issued on the Early
Settlement Date |
Verizon Communications Inc. |
|
Notes due 2032 |
|
2.355% |
|
$4,663,835,000 |
_______________________ (1) Equal to the sum
of (a) the yield of the 1.250% U.S. Treasury Security due August
15, 2031 (the “New Notes Reference Security”), as calculated by the
lead dealer managers in accordance with standard market practice,
that equates to the bid side price of the New Notes Reference
Security appearing at 9:00 a.m. (Eastern time) today, on the
Bloomberg Reference Page FIT1, plus (b) 100 basis points, such sum
rounded to the third decimal place when expressed as a percentage.
The New Notes will mature on March 15, 2032.
The applicable Total Exchange Price that will be
paid on the Early Settlement Date for each series of Old Notes
accepted for exchange does not include the applicable Accrued
Coupon Payment (as defined in the Launch Press Release), which will
be paid, in cash, in addition to the applicable Total Exchange
Price.
Registration of the New Notes
When issued, the New Notes will not be registered
under the Securities Act of 1933, as amended (the “Securities
Act”), or any other laws. Therefore, the New Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws. Verizon
will enter into a registration rights agreement with respect to the
New Notes on the Early Settlement Date.
Only holders who duly complete and return an
eligibility letter certifying that they are either (1) “qualified
institutional buyers” as defined in Rule 144A under the Securities
Act or (2) non-“U.S. persons” (as defined in Rule 902 under the
Securities Act) located outside of the United States and who are
not acting for the account or benefit of a U.S. Person and are
“Non-U.S. qualified offerees” (as defined in the eligibility
letter) are authorized to receive the Offering Memorandum and to
participate in the Exchange Offers (each such holder, an “Eligible
Holder”).
Global Bondholder Services Corporation is acting
as the Information Agent and the Exchange Agent for the Exchange
Offers. Questions or requests for assistance related to the
Exchange Offers may be directed to Global Bondholder Services
Corporation at (866) 470-3800 (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
Exchange 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 Old Notes. The Exchange
Offers are being made solely pursuant to the Offering Memorandum
and related documents. The Exchange Offers are not being made to
holders of Old 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 Exchange
Offers to be made by a licensed broker or dealer, the Exchange
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 directed at 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, qualified investors within the meaning of
the Prospectus Regulation, (B) in the United Kingdom, qualified
investors within the meaning of the UK Prospectus Regulation and
(C) (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 high net worth companies, and other persons
to whom financial promotions may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Financial Promotion Order
(such persons together being “relevant persons”). The New Notes are
only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such New Notes will be
engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on either the Offering
Memorandum or any of its contents. For purposes of the foregoing,
the “Prospectus Regulation” means Regulation (EU) 2017/1129 and the
“UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it
forms part of domestic law in the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018.
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 which could cause actual results
to differ materially from those currently anticipated, including
those discussed under the heading “Risk Factors” contained in the
Offering Memorandum and under similar headings in other documents
that are incorporated by reference into the Offering Memorandum.
Eligible 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
Verizon Communications (NYSE:VZ)
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