NEW YORK, Dec. 14, 2017 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced
the final results, as of 11:59 p.m. (New York City time) on December 13, 2017
(the "Expiration Date"), of its previously announced (i) 31
separate offers, for its own account and on behalf of certain of
its wholly-owned subsidiaries, to purchase for cash (the "Tender
Offers") up to $1.0 billion aggregate
purchase price of the outstanding series of notes listed below
(collectively, the "Notes"), and (ii) solicitations of
consents, on behalf of such subsidiaries, to the proposed
amendments (the "Proposed Amendments") to the indentures governing
the Notes issued by such subsidiaries (collectively, the
"Subsidiary Notes") in order to, among other things, eliminate
certain of the restrictive covenants contained therein (the
"Consent Solicitations"), in each case on the terms and subject to
the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated November 15, 2017, such terms as
amended by Verizon's press releases relating to the Tender Offers
and Consent Solicitations dated November 30, 2017 (the "Offer
to Purchase and Consent Solicitation Statement" and, together with
the accompanying letter of transmittal, the "Offer
Documents").
Verizon today also announced the results of its separate,
previously announced exchange offers and consent solicitations
(such consent solicitations, the "Separate Consent Solicitations"),
on behalf of certain of its wholly-owned subsidiaries, to exchange
18 series of the Subsidiary Notes (the GTE LLC 6.840% Debentures
due 2018 are not included in the separate exchange offers and
consent solicitations) for new notes issued by Verizon.
Consents delivered for a series of Subsidiary Notes in
connection with the Tender Offers were cumulated with the consents
delivered for such series of Subsidiary Notes in connection with
the Separate Consent Solicitations. The exchange offers are
separate and distinct from the Tender Offers, and neither the
Tender Offers nor the separate exchange offers are conditioned upon
the consummation of such other offers.
As of the Expiration Date, all conditions to the Tender Offers
and Consent Solicitations were deemed satisfied or waived by
Verizon. The aggregate purchase price of the Notes accepted
by Verizon (not including accrued and unpaid interest on such
Notes) is $285,119,571.31.
Verizon has accepted all Notes (and, with respect to the
Subsidiary Notes, the related consents) validly tendered and not
validly withdrawn at or prior to the Expiration Date. The
table below sets forth, among other things, the principal amount of
each series of Notes that has been accepted for purchase:
Acceptance
Priority Level
|
CUSIP
Number(s)
|
Issuer(1)
|
Title of
Security
|
Principal
Amount
Outstanding
|
Principal
Amount
Outstanding
Accepted
|
Percentage of
Principal Amount
Outstanding
Accepted
|
1
|
362320BA0
|
GTE LLC
|
6.940% Debentures due
2028†
|
$315,309,000
|
$7,298,000
|
2.31%
|
2
|
362320AT0
|
GTE LLC
|
8.750% Debentures due
2021†
|
$192,879,000
|
$13,062,000
|
6.77%
|
3
|
92344XAB5
|
Verizon New York
Inc.
|
7.375% Debentures due
2032†
|
$201,579,000
|
$1,221,000
|
0.61%
|
4
|
020039DC4
|
Alltel
Corporation
|
7.875% Senior Notes
due 2032†
|
$173,779,000
|
$16,129,000
|
9.28%
|
5
|
644239AY1
|
Verizon New England
Inc.
|
7.875% Debentures due
2029†
|
$145,697,000
|
$4,964,000
|
3.41%
|
6
|
020039AJ2
|
Alltel
Corporation
|
6.800% Debentures due
2029†
|
$138,677,000
|
$451,000
|
0.33%
|
7
|
645767AY0
|
Verizon New Jersey
Inc.
|
8.000% Debentures due
2022†
|
$111,392,000
|
$788,000
|
0.71%
|
8
|
645767AW4
|
Verizon New Jersey
Inc.
|
7.850% Debentures due
2029†
|
$51,335,000
|
$593,000
|
1.16%
|
9
|
650094CJ2
|
Verizon New York
Inc.
|
6.500% Debentures due
2028†
|
$69,404,000
|
$768,000
|
1.11%
|
10
|
92344WAB7
|
Verizon Maryland
LLC
|
5.125% Debentures due
2033†
|
$152,911,000
|
$6,040,000
|
3.95%
|
11
|
92343VBT0
|
Verizon
Communications Inc.
|
6.550% Notes due
2043
|
$1,145,489,000
|
$87,159,000
|
7.61%
|
12
|
92344GAM8 /
92344GAC0
|
Verizon
Communications Inc.
|
7.750% Notes due
2030
|
$563,180,000
|
$619,000
|
0.11%
|
13
|
92343VAK0
|
Verizon
Communications Inc.
|
6.400% Notes due
2038
|
$363,554,000
|
$5,389,000
|
1.48%
|
14
|
92343VBS2
|
Verizon
Communications Inc.
|
6.400% Notes due
2033
|
$444,500,000
|
$2,887,000
|
0.65%
|
15
|
92343VAP9
|
Verizon
Communications Inc.
|
6.900% Notes due
2038
|
$206,855,000
|
$182,000
|
0.09%
|
16
|
92343VAR5
|
Verizon
Communications Inc.
|
8.950% Notes due
2039
|
$108,862,000
|
$40,000
|
0.04%
|
17
|
92344GAX4
|
Verizon
Communications Inc.
|
5.850% Notes due
2035
|
$502,452,000
|
$1,300,000
|
0.26%
|
18
|
92343VAW4
|
Verizon
Communications Inc.
|
6.000% Notes due
2041
|
$253,267,000
|
$1,256,000
|
0.50%
|
19
|
92343VAU8
|
Verizon
Communications Inc.
|
7.350% Notes due
2039
|
$153,447,000
|
$419,000
|
0.27%
|
20
|
92344GAS5
|
Verizon
Communications Inc.
|
7.750% Notes due
2032
|
$159,514,000
|
$346,000
|
0.22%
|
21
|
92343VAF1
|
Verizon
Communications Inc.
|
6.250% Notes due
2037
|
$305,309,000
|
$12,193,000
|
3.99%
|
22
|
92343VBZ6
|
Verizon
Communications Inc.
|
5.050% Notes due
2034
|
$262,895,000
|
$58,404,000
|
22.22%
|
23
|
362320AZ6
|
GTE LLC
|
6.840% Debentures due
2018†
|
$273,441,000
|
$8,554,000
|
3.13%
|
24
|
165087AN7
|
Verizon Virginia
LLC
|
7.875% Debentures due
2022†
|
$56,009,000
|
$1,283,000
|
2.29%
|
25
|
078167BA0
|
Verizon Pennsylvania
LLC
|
8.750% Debentures due
2031†
|
$36,009,000
|
$86,000
|
0.24%
|
26
|
078167AZ6
|
Verizon Pennsylvania
LLC
|
8.350% Debentures due
2030†
|
$31,343,000
|
$167,000
|
0.53%
|
27
|
165069AP0
|
Verizon Maryland
LLC
|
8.000% Debentures due
2029†
|
$27,358,000
|
$196,000
|
0.72%
|
28
|
165069AQ8
|
Verizon Maryland
LLC
|
8.300% Debentures due
2031†
|
$21,314,000
|
$93,000
|
0.44%
|
29
|
07786DAA4
|
Verizon Pennsylvania
LLC
|
6.000% Debentures due
2028†
|
$55,875,000
|
$790,000
|
1.41%
|
30
|
165087AL1
|
Verizon Virginia
LLC
|
8.375% Debentures due
2029†
|
$9,031,000
|
$38,000
|
0.42%
|
31
|
252759AM7
|
Verizon Delaware
LLC
|
8.625% Debentures due
2031†
|
$2,381,000
|
—
|
—
|
|
|
|
|
|
|
|
|
(1)
See Annex A of the Offer to Purchase and Consent Solicitation
Statement for a list of original issuers, as applicable.
|
|
† Denotes a series
of Subsidiary Notes subject to the Consent
Solicitations.
|
|
On December 15, 2017 (the "Settlement Date"), holders whose
Notes have been accepted for purchase will receive the previously
announced applicable Total Consideration, which includes the Early
Participation Payment (each as defined in the Offer to Purchase and
Consent Solicitation Statement), in cash, and an additional cash
payment equal to accrued and unpaid interest on such Notes to, but
not including, the Settlement Date.
Verizon retained Goldman Sachs & Co. LLC and J.P. Morgan
Securities LLC to act as lead dealer managers and lead solicitation
agents for the Tender Offers and Consent Solicitations and Loop
Capital Markets LLC and Samuel A.
Ramirez & Company, Inc. to act as co-dealer managers and
co-solicitation agents for the Tender Offers and Consent
Solicitations. Questions regarding terms and conditions of
the Tender Offers and Consent Solicitations should be directed to
Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212)
357-1452 (collect), or J.P. Morgan at (866) 834-4666 (toll-free) or
(212) 834-4811 (collect).
Global Bondholder Services Corporation has acted as the Tender
Agent and the Information Agent for the Tender Offers and Consent
Solicitations. Questions or requests for assistance related
to the Tender Offers and Consent Solicitations or for additional
copies of the Offer Documents 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 Tender Offers and Consent Solicitations.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Notes. The Tender Offers and Consent
Solicitations have been made solely pursuant to the Offer
Documents. The Tender Offers and Consent Solicitations 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 Tender Offers and Consent Solicitations to be made by a
licensed broker or dealer, the Tender Offers and Consent
Solicitations 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 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.
In particular, this communication is only addressed to and
directed at: (A) any Member State of the European Economic Area and
(B) (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 other persons to
whom it may otherwise lawfully be communicated by virtue of an
exemption to Section 21(1) of the FSMA or otherwise in circumstance
where it does not apply (such persons together being "relevant
persons").
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. 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.
Related Links
http://www.verizon.com/
https://www.verizonwireless.com/
http://www.verizonenterprise.com/
http://www.verizon.com/about/
Media contact:
Bob
Varettoni
908-559-6388
robert.a.varettoni@verizon.com
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content:http://www.prnewswire.com/news-releases/verizon-announces-final-results-of-its-tender-offers--consent-solicitations-for-31-series-of-verizon-and-certain-of-its-subsidiaries-notes-300571284.html
SOURCE Verizon