Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the commencement of 15 separate offers to purchase for
cash up to $3.0 billion aggregate principal amount of the
outstanding series of notes listed in the table below
(collectively, the “Notes”). We refer to each offer to purchase a
series of Notes 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 April 16, 2019
(the “Offer to Purchase”).
The Offers will each expire at 11:59 p.m. (Eastern time) on May
13, 2019, unless extended or earlier terminated by Verizon (such
date and time with respect to an Offer, as the same may be extended
with respect to such Offer, the “Expiration Date”). To be eligible
to receive the Total Consideration (as defined below), which
includes the Early Participation Payment (as defined below),
holders of Notes (each, a “Holder” and collectively, “Holders”)
must validly tender their Notes at or prior to 5:00 p.m. (Eastern
time) on April 29, 2019, unless extended or earlier terminated
(such date and time with respect to an Offer, as the same may be
extended with respect to such Offer, the “Early Participation
Date”). Holders who validly tender their Notes after the applicable
Early Participation Date, but at or prior to the applicable
Expiration Date, will be eligible to receive the tender
consideration for any such series accepted for purchase, which is
equal to the Total Consideration for such series minus the
applicable Early Participation Payment (with respect to such
series, the “Tender Consideration”). All Holders whose Notes are
accepted in an Offer will receive a cash payment equal to the
accrued and unpaid interest on such Notes to, but not including,
the relevant Settlement Date (as defined below) (the “Accrued
Coupon Payment”) in addition to their Total Consideration or Tender
Consideration, as applicable.
Notes may be validly withdrawn at any time at or prior to 5:00
p.m. (Eastern time) on April 29, 2019 (such date and time with
respect to an Offer, as the same may be extended with respect to
such Offer, the “Withdrawal Date”), but not thereafter, unless
extended by Verizon.
Verizon is offering to accept for purchase validly tendered
Notes using a “waterfall” methodology under which the Notes will be
accepted in the order of their respective Acceptance Priority
Levels listed below, subject to a cap.
The Offers are subject to the terms and conditions described in
the Offer to Purchase, including, among other things, (i) the
Acceptance Priority Procedures (as described below) and (ii) a $3.0
billion cap on the aggregate principal amount of Notes that Verizon
will be obligated to purchase (the “Waterfall Cap”).
On the terms and subject to the conditions set forth in the
Offer to Purchase, Verizon is offering to purchase the following
outstanding securities issued by it for the consideration described
below:
|
|
|
|
|
|
|
|
|
|
|
Acceptance Priority
Level |
|
CUSIP Number |
|
Title of Security |
|
Principal Amount Outstanding |
|
Early Participation Payment(1) |
|
Fixed Spread(basis points)
(2) |
1 |
|
92343VCM4 |
|
5.012% notes due 2054 |
|
$4,765,740,000 |
|
$50 |
|
+137 |
2 |
|
92343VCZ5 |
|
4.672% notes due 2055 |
|
$4,480,535,000 |
|
$50 |
|
+136 |
3 |
|
92343VCK8 |
|
4.862% notes due 2046 |
|
$4,317,480,000 |
|
$50 |
|
+122 |
4 |
|
92343VDS0 |
|
5.012% notes due 2049 |
|
$3,535,114,000 |
|
$50 |
|
+125 |
5 |
|
92343VCX0 |
|
4.522% notes due 2048 |
|
$4,548,159,000 |
|
$50 |
|
+120 |
6 |
|
92343VDV3 |
|
5.500% notes due 2047 |
|
$1,430,580,000 |
|
$50 |
|
+128 |
7 |
|
92343VBT0 |
|
6.550% notes due 2043 |
|
$1,018,898,000 |
|
$50 |
|
+135 |
8 |
|
92343VDC5 |
|
4.125% notes due 2046 |
|
$1,274,054,000 |
|
$50 |
|
+114 |
9 |
|
92343VDR2 |
|
4.812% notes due 2039 |
|
$1,582,870,000 |
|
$50 |
|
+109 |
10 |
|
92343VAK0 |
|
6.400% notes due 2038 |
|
$332,665,000 |
|
$50 |
|
+130 |
11 |
|
92343VCV4 |
|
4.272% notes due 2036 |
|
$2,745,559,000 |
|
$50 |
|
+101 |
12 |
|
92343VBE3 |
|
4.750% notes due 2041 |
|
$710,670,000 |
|
$50 |
|
+117 |
13 |
|
92343VDU5 |
|
5.250% notes due 2037 |
|
$2,821,045,000 |
|
$50 |
|
+108 |
14 |
|
92343VBG8 |
|
3.850% notes due 2042 |
|
$1,006,378,000 |
|
$50 |
|
+109 |
15 |
|
92344GAX4 |
|
5.850% notes due 2035 |
|
$501,152,000 |
|
$50 |
|
+113 |
_______________________
(1) Payable, as part of the applicable Total Consideration, per
each $1,000 principal amount of the specified series of Notes
validly tendered at or prior to the applicable Early Participation
Date and accepted for purchase (the “Early Participation Payment”).
The total consideration for each $1,000 principal amount of each
series of Notes validly tendered at or prior to the applicable
Early Participation Date is referred to as the “Total
Consideration” for such series. Holders who validly tender Notes of
a series after the applicable Early Participation Date, but at or
prior to the applicable Expiration Date, will receive the Tender
Consideration.(2) The Total Consideration for each series of Notes
will be based on the fixed spread for the applicable series of
Notes plus the yield of the 3.375% U.S. Treasury Bond due Nov.15,
2048 as quoted on the Bloomberg reference page “FIT1” as of 10:00
a.m. (Eastern time) on the Price Determination Date (as defined
below). The Total Consideration does not include the applicable
Accrued Coupon Payment, which will be payable in cash in addition
to the applicable Total Consideration.
Subject to the satisfaction or waiver of the
conditions of the Offers, the “Acceptance Priority Procedures” will
operate as follows:
- first, if the aggregate principal amount of all Notes validly
tendered at or prior to the applicable Early Participation Date by
Holders does not exceed the Waterfall Cap, then Verizon will accept
all such Notes. However, if the aggregate principal amount of all
Notes validly tendered at or prior to the applicable Early
Participation Date by Holders exceeds the Waterfall Cap, then
Verizon will (i) accept for purchase, all validly tendered Notes of
each series starting at the highest Acceptance Priority Level
(level 1) and moving sequentially to Notes of each series having a
lower Acceptance Priority Level (the lowest of which is level 15),
until the aggregate principal amount of all validly tendered Notes
of a series, combined with the aggregate principal amount of all
accepted Notes of series with higher Acceptance Priority Levels, is
as close as possible to, but does not exceed the Waterfall Cap,
(ii) accept on a prorated basis validly tendered Notes of the
series with the next lower Acceptance Priority Level and (iii) not
accept for purchase (x) any such Notes of a series with an
Acceptance Priority Level below the prorated series or (y) any
Notes validly tendered after the applicable Early Participation
Date; and
- second, if the Waterfall Cap is not exceeded at the applicable
Early Participation Date, Verizon will repeat the steps described
in the prior bullet with respect to Notes validly tendered after
the applicable Early Participation Date, but at or prior to the
applicable Expiration Date, in order to determine the aggregate
principal amount of such Notes that Verizon will accept for
purchase. All Notes, regardless of Acceptance Priority Level, that
are validly tendered at or prior to the applicable Early
Participation Date will have priority over any Notes validly
tendered after the applicable Early Participation Date and at or
prior to the applicable Expiration Date.
Provided that all conditions to the Offers have
been satisfied by Verizon by the applicable Early Participation
Date or timely waived by Verizon, Verizon will settle all Notes
validly tendered at or prior to the applicable Early Participation
Date and accepted for purchase in such Offers on the second
business day after the applicable Early Participation Date (the
“Early Settlement Date”). The “Final Settlement Date,” if any, is
the date on which Verizon will settle all Notes validly tendered
and accepted for purchase that were not previously settled on the
Early Settlement Date. The Final Settlement Date is expected to be
the second business day after the applicable Expiration Date, or
May 15, 2019, unless extended with respect to any Offer. Each of
the Early Settlement Date and the Final Settlement Date is referred
to as a “Settlement Date.”
The Total Consideration or Tender Consideration,
as applicable, payable by Verizon for each $1,000 principal amount
of each series of Notes validly tendered and accepted by Verizon
will be paid in cash on the relevant Settlement Date.
Promptly after 10:00 a.m. (Eastern time) on
April 30, 2019, unless extended with respect to any Offer (such
date and time with respect to an Offer, as the same may be extended
with respect to such Offer, the “Price Determination Date”),
Verizon will issue a press release specifying, among other things,
the Total Consideration for each series of Notes, the aggregate
principal amount of Notes validly tendered at or prior to the
applicable Early Participation Date and accepted in each Offer and
the proration factor (if any) to be applied.
Verizon has retained Citigroup Global Markets Inc., Goldman
Sachs & Co. LLC, Mizuho Securities USA LLC and Wells Fargo
Securities, LLC to act as lead dealer managers for the Offers and
ICBC Standard Bank Plc, Loop Capital Markets LLC, TD Securities
(USA) LLC, Blaylock Van, LLC, C.L. King & Associates, Inc. and
MFR Securities, Inc. to act as co-dealer managers for the Offers.
Questions regarding terms and conditions of the Offers should be
directed to Citigroup at (800) 558-3745 (toll-free) or (212)
723-6106 (collect), Goldman Sachs & Co. LLC at (800) 828-3182
(toll-free) or (212) 357-1452 (collect), Mizuho Securities at (866)
271-7403 (toll-free) or (212) 205-7736 (collect) or Wells Fargo
Securities at (866) 309-6316 (toll-free) or (704) 410-4756
(collect).
Global Bondholder Services Corporation will act 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 Global
Bondholder Services Corporation at (866) 470-4300 (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.
If Verizon terminates any Offer with respect to one or more
series of Notes, it will give prompt notice to the Tender Agent or
Information Agent, as applicable, and all Notes tendered pursuant
to such terminated Offer will be returned promptly to the tendering
Holders thereof. With effect from such termination, any Notes
blocked in DTC will be released.
Holders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes as to
when such intermediary would need to receive instructions from a
beneficial owner in order for that holder to be able to participate
in, or withdraw their instruction to participate in the Offers
before the deadlines specified herein and in the Offer to Purchase.
The deadlines set by any such intermediary and DTC for the
submission and withdrawal of tender instructions will also be
earlier than the relevant deadlines specified herein and in the
Offer to Purchase.
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 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 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) in any Member State of the European Economic Area
that has implemented the Prospectus Directive, qualified investors
in that Member State within the meaning of the Prospectus Directive
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 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
that could cause actual results to differ materially from those
currently anticipated. Factors that could materially affect these
forward-looking statements can be found in the Offer to Purchase
under the heading “Risk Factors” and 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 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:Bob
Varettoni908-559-6388robert.a.varettoni@verizon.com
Verizon Communications (NYSE:VZ)
Historical Stock Chart
From Apr 2024 to May 2024
Verizon Communications (NYSE:VZ)
Historical Stock Chart
From May 2023 to May 2024