Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the pricing terms of its previously announced 20 separate
offers to purchase for cash the outstanding series of notes listed
in the table below (collectively, the “Notes”) for an aggregate
purchase price not exceeding $500 million. Each offer to purchase a
series of Notes is referred to as an “Offer” and collectively, as
the “Offers”. The Offers are made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 24,
2019 relating to the Notes (the “Offer to Purchase”) and the
accompanying letter of transmittal (the “Letter of Transmittal”).
On the terms and subject to the conditions in the Offer to
Purchase, set forth in the table below is the applicable Total
Consideration (as defined in the Offer to Purchase) for each series
of Notes, as calculated at 11:00 a.m. (Eastern time) today,
November 21, 2019 (the “Price Determination Date”), in accordance
with the Offer to Purchase.
AcceptancePriorityLevel |
|
Issuer |
|
CUSIPNumber |
|
Title ofSecurity |
|
PrincipalAmountOutstanding |
|
Reference U.S. TreasurySecurity |
|
ReferenceYieldof
ReferenceU.S.TreasurySecurity |
|
Fixed Spread(basis points) |
|
Offer Yield |
|
TotalConsideration(1)(2) |
1 |
|
Verizon
Communications Inc. |
|
92343VAR5 |
|
8.950%
notes due 2039 |
|
$108,822,000 |
|
2.875% due
05/15/49 |
|
2.221% |
|
+109 |
|
3.311% |
|
$1,798.40 |
2 |
|
GTE
LLC |
|
362320AT0 |
|
8.750%
debentures due 2021** |
|
$156,722,000 |
|
1.500% due
09/30/21 |
|
1.611% |
|
+33 |
|
1.941% |
|
$1,128.57 |
3 |
|
Verizon
New Jersey Inc. |
|
645767AY0 |
|
8.000%
debentures due 2022 |
|
$110,604,000 |
|
1.375% due
10/15/22 |
|
1.585% |
|
+37 |
|
1.955% |
|
$1,147.74 |
4 |
|
Alltel
Corporation |
|
020039DC4 |
|
7.875%
debentures due 2032 |
|
$117,729,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+109 |
|
2.857% |
|
$1,527.81 |
5 |
|
Verizon
New England Inc. |
|
644239AY1 |
|
7.875%
debentures due 2029** |
|
$135,938,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+90 |
|
2.667% |
|
$1,453.38 |
6 |
|
Verizon
Communications Inc. |
|
92343VEM2 |
|
7.875%
notes due 2032 |
|
$122,499,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+109 |
|
2.857% |
|
$1,527.81 |
7 |
|
Verizon
Communications Inc. |
|
92344GAS5 |
|
7.750%
notes due 2032 |
|
$129,168,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+109 |
|
2.857% |
|
$1,513.16 |
8 |
|
Verizon
New York Inc. |
|
92344XAB5 |
|
7.375%
debentures due 2032 |
|
$124,092,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+108 |
|
2.847% |
|
$1,468.64 |
9 |
|
Verizon
Communications Inc. |
|
92343VAU8 |
|
7.350%
notes due 2039 |
|
$153,028,000 |
|
2.875% due
05/15/49 |
|
2.221% |
|
+110 |
|
3.321% |
|
$1,571.71 |
10 |
|
GTE
LLC |
|
362320BA0 |
|
6.940%
debentures due 2028 |
|
$266,066,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+75 |
|
2.517% |
|
$1,332.57 |
11 |
|
Verizon
Communications Inc. |
|
92343VAP9 |
|
6.900%
notes due 2038 |
|
$196,520,000 |
|
2.875% due
05/15/49 |
|
2.221% |
|
+103 |
|
3.251% |
|
$1,502.06 |
12 |
|
Alltel
Corporation |
|
020039AJ2 |
|
6.800%
debentures due 2029 |
|
$115,966,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+85 |
|
2.617% |
|
$1,347.64 |
13 |
|
Verizon
Communications Inc. |
|
92343VEK6 |
|
6.800%
notes due 2029 |
|
$106,104,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+85 |
|
2.617% |
|
$1,347.64 |
14 |
|
Verizon
Communications Inc. |
|
92343VAK0 |
|
6.400%
notes due 2038 |
|
$332,665,000 |
|
2.875% due
05/15/49 |
|
2.221% |
|
+102 |
|
3.241% |
|
$1,432.09 |
15 |
|
Verizon
Communications Inc. |
|
92343VBS2 |
|
6.400%
notes due 2033 |
|
$441,613,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+118 |
|
2.947% |
|
$1,389.27 |
16 |
|
Verizon
Communications Inc. |
|
92343VAF1 |
|
6.250%
notes due 2037 |
|
$293,116,000 |
|
2.875% due
05/15/49 |
|
2.221% |
|
+96 |
|
3.181% |
|
$1,406.74 |
17 |
|
Verizon
Communications Inc. |
|
92343VAW4 |
|
6.000%
notes due 2041 |
|
$252,011,000 |
|
2.875% due
05/15/49 |
|
2.221% |
|
+117 |
|
3.391% |
|
$1,394.05 |
18 |
|
Verizon
Communications Inc. |
|
92344GAX4 |
|
5.850%
notes due 2035 |
|
$501,152,000 |
|
2.875% due
05/15/49 |
|
2.221% |
|
+84 |
|
3.061% |
|
$1,347.37 |
19 |
|
Verizon
Maryland LLC |
|
92344WAB7 |
|
5.125%
debentures due 2033 |
|
$146,861,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+116 |
|
2.927% |
|
$1,244.47 |
20 |
|
Verizon
Communications Inc. |
|
92343VBZ6 |
|
5.050%
notes due 2034* |
|
$204,491,000 |
|
1.625% due
08/15/29 |
|
1.767% |
|
+122 |
|
2.987% |
|
$1,235.37 |
_______________________
(1) Payable in cash per each $1,000 principal amount of the
specified series of Notes validly tendered at or prior to the
Expiration Date (as defined below) and not validly withdrawn before
the Withdrawal Date (as defined below) and accepted for purchase.
Total Consideration does not include accrued and unpaid interest on
the Notes accepted for purchase, which will be payable in addition
to the Total Consideration. (2) Total Consideration is based on the
fixed spread specified in the table above for the applicable series
of Notes, plus the yield of the specified Reference U.S. Treasury
Security for that series of Notes as quoted on the Bloomberg
reference page “FIT1” as of 11:00 a.m. (Eastern time) today,
November 21, 2019. * Denotes a series of Notes for which the
calculation of the applicable Total Consideration will be performed
using the present value of such Notes as determined at the Price
Determination Date as if the principal amount of such Notes had
been due on the Par Call Date (as defined in the Offer to
Purchase).** Denotes a series of Notes, a portion of which is
held in physical certificated form (such portion, the “Certificated
Notes”) and is not held through the Depositary Trust Company
(“DTC”). Such Certificated Notes may only be tendered in accordance
with the terms and conditions of the Letter of Transmittal. With
respect to the Certificated Notes, all references to the Offer to
Purchase herein shall also include the Letter of Transmittal.
The Offers will each expire at 11:59 p.m. (Eastern
time) today, November 21, 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 “Expiration
Date”). Notes may be validly withdrawn at any time at or prior to
11:59 p.m. (Eastern time) today, November 21, 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. The “Settlement Date” is expected to be
the second business day after the applicable Expiration Date, or
November 25, 2019, unless extended with respect to any Offer.
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, holders who validly tender Notes at or prior to
the applicable Expiration Date and do not validly withdraw Notes
prior to the Withdrawal Date, and whose Notes are accepted for
purchase by Verizon, will receive the applicable Total
Consideration for each $1,000 principal amount of such Notes in
cash on the applicable Settlement Date.
In addition to the applicable Total Consideration, holders whose
Notes are accepted for purchase will receive a cash payment equal
to the accrued and unpaid interest on such Notes from and including
the immediately preceding interest payment date for such Notes to,
but excluding, the applicable Settlement Date (the “Accrued Coupon
Payment”). Interest will cease to accrue on the applicable
Settlement Date for all Notes accepted in the Offers.
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 $500
million cap on the aggregate Total Consideration that Verizon will
be obligated to pay for the Notes (the “Waterfall Cap”). Verizon
reserves the right, subject to applicable law, to waive any and all
conditions to any Offer.
Subject to the satisfaction or waiver of the
conditions of the Offers, the “Acceptance Priority Procedures” will
operate as follows:
- If the aggregate Total Consideration payable for validly
tendered Notes in the Offers, which does not include the Accrued
Coupon Payment, does not exceed the Waterfall Cap, then Verizon
will accept for purchase all such Notes. However, if the aggregate
Total Consideration payable for validly tendered Notes in the
Offers, which does not include the Accrued Coupon Payment, 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 as set forth in the table above (level 1)
and moving sequentially to Notes of each series having a lower
Acceptance Priority Level as set forth in the table above (the
lowest of which is level 20), until the aggregate Total
Consideration payable for validly tendered Notes in an Offer,
combined with the aggregate Total Consideration payable for validly
tendered Notes in all Offers 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 any such Notes of a series with
an Acceptance Priority Level below the prorated series of
Notes.
Verizon has retained Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan
Stanley & Co. LLC to act as lead dealer managers for the Offers
and BofA Securities, Inc., Loop Capital Markets LLC, Wells Fargo
Securities, LLC, Academy Securities Inc., R. Seelaus & Co., LLC
and Siebert Williams Shank & Co., LLC 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), Credit Suisse at (800)
820-1653 (toll-free) or (212) 325-2476 (collect), J.P. Morgan at
(866) 834-4666 (toll-free) or (212) 834-4811 (collect) or Morgan
Stanley at (800) 624-1808 (toll-free) or (212) 761-1057
(collect).
Global Bondholder Services Corporation is acting 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 and the Letter of Transmittal 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. The Offer to
Purchase and the Letter of Transmittal can be accessed at the
following link http://www.gbsc-usa.com/Verizon/.
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 (as defined below) 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 The Depository Trust
Company (“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,
qualified investors in that Member State as defined in Regulation
(EU) 2017/1129 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 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, 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 circumstances where it does not apply (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.
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:Eric
Wilkens201-572-9317eric.wilkens@verizon.com
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