Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the final results of its previously announced 20 separate
offers to purchase for cash the outstanding series of notes listed
in the table below (collectively, the “Notes”). Each offer to
purchase a series of Notes is referred to as an “Offer” and
collectively, as the “Offers”. The Offers were 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”), as amended by Verizon’s press release announcing
the pricing terms of the Offers, dated November 21, 2019, and
Verizon’s press release announcing the interim results, extension,
early settlement and upsizing of the Offers, dated November 22,
2019.
The Offers were originally scheduled to expire at 11:59 p.m.
(Eastern time) on November 21, 2019 (the “Original Expiration
Date”), but Verizon elected to extend the Expiration Date with
respect to all series of Notes to 11:59 p.m. (Eastern time) on
December 6, 2019 (the “Extended Expiration Date”). Following the
Original Expiration Date, holders could continue to validly tender
all series of Notes until the Extended Expiration Date (such period
of time following the Original Expiration Date and up to and
including the Extended Expiration Date, the “Extension Period”),
subject to, among other things, the conditions described below. In
addition, the cap on the aggregate purchase price for the Notes of
$500 million was increased to $850 million (as amended, the
“Increased Waterfall Cap”). Notes tendered during the Extension
Period could not be withdrawn, except as required by applicable
law, and to the extent such Notes were accepted for purchase, were
subject to the Acceptance Priority Procedures (as described in the
Offer to Purchase) applied using the Increased Waterfall Cap after
subtracting the Total Consideration (as defined in the Offer to
Purchase) paid for Notes validly tendered and accepted for purchase
on or prior to the Original Expiration Date.
Verizon was advised by Global Bondholder Services Corporation,
as the Tender Agent and the Information Agent, that the aggregate
principal amount of each series of Notes specified in the table
below were, (i) validly tendered as of the Original Expiration
Date, (ii) validly tendered during the Extension Period, and (iii)
validly tendered in the Offers (in total). Verizon has
accepted all of such Notes in the Offers, on the terms and subject
to the conditions set forth in the Offer to Purchase, as
amended:
AcceptancePriorityLevel |
|
Issuer |
|
CUSIPNumber |
|
Title ofSecurity |
|
PrincipalAmountOutstanding |
|
PrincipalAmountTenderedandAccepted asof
theOriginalExpirationDate |
|
PrincipalAmountTenderedduring theExtensionPeriod
andAcceptedas of theExtendedExpirationDate |
|
Total PrincipalAmountTendered andAccepted inthe
Offers |
|
TotalConsiderationPayable on
theSecondSettlementDate |
|
TotalConsiderationPayable in theOffers |
1 |
|
Verizon Communications Inc. |
|
92343VAR5 |
|
8.950% notes due 2039 |
|
$108,822,000 |
|
$449,000 |
|
$5,000 |
|
$454,000 |
|
$8,992.00 |
|
$816,473.60 |
2 |
|
GTE LLC |
|
362320AT0 |
|
8.750% debentures due 2021 |
|
$156,722,000 |
|
$15,771,000 |
|
$81,000 |
|
$15,852,000 |
|
$91,414.17 |
|
$17,890,091.64 |
3 |
|
Verizon New Jersey Inc. |
|
645767AY0 |
|
8.000% debentures due 2022 |
|
$110,604,000 |
|
$6,853,000 |
|
$281,000 |
|
$7,134,000 |
|
$322,514.94 |
|
$8,187,977.16 |
4 |
|
Alltel Corporation |
|
020039DC4 |
|
7.875% debentures due 2032 |
|
$117,729,000 |
|
$58,973,000 |
|
$258,000 |
|
$59,231,000 |
|
$394,174.98 |
|
$90,493,714.11 |
5 |
|
Verizon New England Inc. |
|
644239AY1 |
|
7.875% debentures due 2029 |
|
$135,938,000 |
|
$2,378,000 |
|
$483,000 |
|
$2,861,000 |
|
$701,982.54 |
|
$4,158,120.18 |
6 |
|
Verizon Communications Inc. |
|
92343VEM2 |
|
7.875% notes due 2032 |
|
$122,499,000 |
|
$19,485,000 |
|
- |
|
$19,485,000 |
|
- |
|
$29,769,377.85 |
7 |
|
Verizon Communications Inc. |
|
92344GAS5 |
|
7.750% notes due 2032 |
|
$129,168,000 |
|
$17,630,000 |
|
$42,000 |
|
$17,672,000 |
|
$63,552.72 |
|
$26,740,563.52 |
8 |
|
Verizon New York Inc. |
|
92344XAB5 |
|
7.375% debentures due 2032 |
|
$124,092,000 |
|
$14,939,000 |
|
$430,000 |
|
$15,369,000 |
|
$631,515.20 |
|
$22,571,528.16 |
9 |
|
Verizon Communications Inc. |
|
92343VAU8 |
|
7.350% notes due 2039 |
|
$153,028,000 |
|
$9,823,000 |
|
$10,000 |
|
$9,833,000 |
|
$15,717.10 |
|
$15,454,624.43 |
10 |
|
GTE LLC |
|
362320BA0 |
|
6.940% debentures due 2028 |
|
$266,066,000 |
|
$16,017,000 |
|
$211,000 |
|
$16,228,000 |
|
$281,172.27 |
|
$21,624,945.96 |
11 |
|
Verizon Communications Inc. |
|
92343VAP9 |
|
6.900% notes due 2038 |
|
$196,520,000 |
|
$3,714,000 |
|
$1,021,000 |
|
$4,735,000 |
|
$1,533,603.26 |
|
$7,112,254.10 |
12 |
|
Alltel Corporation |
|
020039AJ2 |
|
6.800% debentures due 2029 |
|
$115,966,000 |
|
$77,788,000 |
|
$80,000 |
|
$77,868,000 |
|
$107,811.20 |
|
$104,938,031.52 |
13 |
|
Verizon Communications Inc. |
|
92343VEK6 |
|
6.800% notes due 2029 |
|
$106,104,000 |
|
$1,111,000 |
|
- |
|
$1,111,000 |
|
- |
|
$1,497,228.04 |
14 |
|
Verizon Communications Inc. |
|
92343VAK0 |
|
6.400% notes due 2038 |
|
$332,665,000 |
|
$55,844,000 |
|
$176,000 |
|
$56,020,000 |
|
$252,047.84 |
|
$80,225,681.80 |
15 |
|
Verizon Communications Inc. |
|
92343VBS2 |
|
6.400% notes due 2033 |
|
$441,613,000 |
|
$52,823,000 |
|
$188,000 |
|
$53,011,000 |
|
$261,182.76 |
|
$73,646,591.97 |
16 |
|
Verizon Communications Inc. |
|
92343VAF1 |
|
6.250% notes due 2037 |
|
$293,116,000 |
|
$18,105,000 |
|
$158,000 |
|
$18,263,000 |
|
$222,264.92 |
|
$25,691,292.62 |
17 |
|
Verizon Communications Inc. |
|
92343VAW4 |
|
6.000% notes due 2041 |
|
$252,011,000 |
|
$129,581,000 |
|
$25,000 |
|
$129,606,000 |
|
$34,851.25 |
|
$180,677,244.30 |
18 |
|
Verizon Communications Inc. |
|
92344GAX4 |
|
5.850% notes due 2035 |
|
$501,152,000 |
|
$73,142,000 |
|
$631,000 |
|
$73,773,000 |
|
$850,190.47 |
|
$99,399,527.01 |
19 |
|
Verizon Maryland LLC |
|
92344WAB7 |
|
5.125% debentures due 2033 |
|
$146,861,000 |
|
$4,648,000 |
|
$1,348,000 |
|
$5,996,000 |
|
$1,677,545.56 |
|
$7,461,842.12 |
20 |
|
Verizon Communications Inc. |
|
92343VBZ6 |
|
5.050% notes due 2034 |
|
$204,491,000 |
|
$7,364,000 |
|
$821,000 |
|
$8,185,000 |
|
$1,014,238.77 |
|
$10,111,503.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate Total Consideration payable for Notes
validly tendered during the Extension Period, together with the
aggregate Total Consideration of those Notes tendered on or prior
to the Original Expiration Date, did not exceed the Increased
Waterfall Cap. Accordingly, in addition to those Notes accepted for
purchase on the First Settlement Date (as defined below), Verizon
has also accepted for purchase all Notes validly tendered during
the Extension Period.
Payment of the required cash amounts for any Notes tendered on
or prior to the Original Expiration Date and accepted for purchase
was made on November 25, 2019 (the “First Settlement Date”).
Payment of the required cash amounts for any Notes accepted during
the Extension Period is expected to be made on December 10, 2019
(the “Second Settlement Date”). The aggregate Total Consideration
payable for each series of Notes on the Second Settlement Date is
set forth in the table above. In addition to the applicable Total
Consideration, holders whose Notes are accepted for purchase on the
Second Settlement Date 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 Second Settlement Date. Interest will cease to
accrue on the Second Settlement Date for all Notes tendered in the
Offers during the Extension Period and accepted for purchase.
Verizon 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 acted 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/.
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
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