Form 8-K - Current report
06 August 2024 - 6:10AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 5, 2024
(Date of earliest event reported)
VERIZON COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-8606 |
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23-2259884 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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1095 Avenue of the Americas New York, New York |
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10036 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 395-1000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Common Stock, par value $0.10 |
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VZ |
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New York Stock Exchange |
Common Stock, par value $0.10 |
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VZ |
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The Nasdaq Global Select Market |
0.875% Notes due 2025 |
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VZ 25 |
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New York Stock Exchange |
3.25% Notes due 2026 |
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VZ 26 |
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New York Stock Exchange |
1.375% Notes due 2026 |
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VZ 26B |
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New York Stock Exchange |
0.875% Notes due 2027 |
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VZ 27E |
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New York Stock Exchange |
1.375% Notes due 2028 |
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VZ 28 |
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New York Stock Exchange |
1.125% Notes due 2028 |
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VZ 28A |
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New York Stock Exchange |
2.350% Fixed Rate Notes due 2028 |
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VZ 28C |
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New York Stock Exchange |
1.875% Notes due 2029 |
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VZ 29B |
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New York Stock Exchange |
0.375% Notes due 2029 |
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VZ 29D |
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New York Stock Exchange |
1.250% Notes due 2030 |
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VZ 30 |
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New York Stock Exchange |
1.875% Notes due 2030 |
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VZ 30A |
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New York Stock Exchange |
4.250% Notes due 2030 |
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VZ 30D |
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New York Stock Exchange |
2.625% Notes due 2031 |
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VZ 31 |
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New York Stock Exchange |
2.500% Notes due 2031 |
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VZ 31A |
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New York Stock Exchange |
3.000% Fixed Rate Notes due 2031 |
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VZ 31D |
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New York Stock Exchange |
0.875% Notes due 2032 |
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VZ 32 |
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New York Stock Exchange |
0.750% Notes due 2032 |
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VZ 32A |
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New York Stock Exchange |
3.500% Notes due 2032 |
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VZ 32B |
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New York Stock Exchange |
1.300% Notes due 2033 |
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VZ 33B |
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New York Stock Exchange |
4.75% Notes due 2034 |
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VZ 34 |
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New York Stock Exchange |
4.750% Notes due 2034 |
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VZ 34C |
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New York Stock Exchange |
3.125% Notes due 2035 |
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VZ 35 |
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New York Stock Exchange |
1.125% Notes due 2035 |
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VZ 35A |
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New York Stock Exchange |
3.375% Notes due 2036 |
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VZ 36A |
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New York Stock Exchange |
3.750% Notes due 2036 |
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VZ 36B |
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New York Stock Exchange |
2.875% Notes due 2038 |
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VZ 38B |
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New York Stock Exchange |
1.875% Notes due 2038 |
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VZ 38C |
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New York Stock Exchange |
1.500% Notes due 2039 |
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VZ 39C |
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New York Stock Exchange |
3.50% Fixed Rate Notes due 2039 |
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VZ 39D |
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New York Stock Exchange |
1.850% Notes due 2040 |
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VZ 40 |
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New York Stock Exchange |
3.850% Fixed Rate Notes due 2041 |
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VZ 41C |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
Attached as Exhibit 99.1 and Exhibit 99.2 and incorporated by reference herein are press releases dated August 5, 2024, issued by Verizon Communications Inc. (“Verizon”).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VERIZON COMMUNICATIONS INC. |
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Date: August 5, 2024 |
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By |
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/s/ William L. Horton, Jr. |
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William L. Horton, Jr. |
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Senior Vice President, Deputy General Counsel and Corporate Secretary |
Exhibit 99.1
News Release
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FOR IMMEDIATE RELEASE |
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Media contact: |
August 5, 2024 |
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Eric Wilkens |
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201-572-9317 |
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eric.wilkens@verizon.com |
Verizon announces early results of its
private exchange offers for 10 series of notes and extension of early participation date
NEW YORK, N.Y. Verizon Communications
Inc. (Verizon) (NYSE, NASDAQ: VZ) today announced (i) the early participation results, as of 5:00 p.m. (New York City time) on August 2, 2024 (the Original Early Participation Date), of its previously announced
private offers to exchange the 10 outstanding series of notes listed in the table below and maturing from 2025 through 2028 (collectively, the Old Notes), in each case, for newly issued notes of Verizon due 2035 (the New
Notes) (the Exchange Offers), on the terms and subject to the conditions set forth in an offering memorandum dated July 22, 2024 (the Offering Memorandum), as amended by Verizons press release dated
July 30, 2024 and (ii) that, with respect to the Exchange Offers, the date and time by which Eligible Holders (as defined below) must validly tender their Old Notes to receive the applicable Total Exchange Price (as defined in the Offering
Memorandum), which includes the Early Participation Payment (as defined in the Offering Memorandum), has been extended to 5:00 p.m. (New York City time) on
August 19, 2024 (such date and time with respect to an Exchange Offer, the Extended Early Participation Date). Accordingly, the Extended Early Participation Date will occur at
the same time the Exchange Offers are scheduled to expire. Except as described in this press release, the terms and conditions of the Exchange Offers remain unchanged. The Offering Memorandum and the accompanying eligibility letter for the Exchange
Offers constitute the Exchange Offer Documents.
The deadline to validly withdraw tenders of Old Notes was not modified by Verizon and
the withdrawal rights for each Exchange Offer expired at 5:00 p.m. (New York City time) on August 2, 2024. The Exchange Offers will expire at 5:00 p.m. (New York City time) on August 19, 2024 (the Expiration Date), unless
extended or earlier terminated by Verizon.
Verizons obligation to accept Old Notes tendered in each of the Exchange Offers is subject to the
terms and conditions described in the Offering Memorandum, including, among other things, (i) the Acceptance Priority Procedures (as described in Verizons press release dated July 22, 2024 announcing the Exchange Offers (the
Launch Press Release)) and (ii) a cap on the maximum aggregate principal amount of New Notes that Verizon will issue in all of the Exchange Offers (the New Notes Cap).
As all conditions applicable to the Exchange Offers as of the Original Early Participation Date have been deemed satisfied or waived by Verizon and the
Minimum Issue Requirement (as defined in the Launch Press Release) for each of the Exchange Offers has been met, Verizon expects to settle all Old Notes validly tendered at or prior to the Original Early Participation Date on August 9, 2024
(the Early Settlement Date), subject to the terms of the Exchange Offers.
Because the aggregate principal amount of New Notes to be issued in exchange for the Old Notes validly
tendered at or prior to the Original Early Participation Date and accepted for exchange is expected to not exceed the New Notes Cap, Verizon will, until the Expiration Date, continue to accept for purchase all Old Notes validly tendered after the
Original Early Participation Date, subject to all conditions having been satisfied or waived by Verizon with respect to the Exchange Offers. The Final Settlement Date (as defined in the Launch Press Release) is expected to be the second business day
after the applicable Expiration Date, unless extended with respect to any Exchange Offer.
On each relevant settlement date, Eligible Holders whose
Old Notes are accepted by Verizon will receive the applicable Total Exchange Price and an additional cash payment equal to accrued and unpaid interest on such Old Notes to, but excluding, the relevant settlement date (the Accrued Coupon
Payment). The Accrued Coupon Payment for any Old Notes exchanged for New Notes at the Final Settlement Date, if any, will be reduced to offset any interest accrued on such New Notes from the Early Settlement Date, as further described in the
Offering Memorandum.
Exchange Offers
Verizon was advised by Global Bondholder Services Corporation, as the Information Agent and the Exchange Agent for the Exchange Offers, that as of the
Original Early Participation Date, the aggregate principal amounts of the Old Notes specified in the final column in the table below were validly tendered and not validly withdrawn with respect to each of the Exchange Offers:
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Acceptance
Priority Level |
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CUSIP Number(s) |
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Title of Security |
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Principal Amount Outstanding |
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Principal Amount Tendered as of the Early Participation Date |
1 |
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92343VEN0/ 92343VEB6/ U9221AAY4 |
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3.376% notes due 2025 |
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$1,339,761,000 |
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$51,770,000 |
2 |
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92343VEP5 |
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Floating Rate notes due 2025 |
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$889,448,000 |
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$12,414,000 |
3 |
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92343VFS8 |
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0.850% notes due 2025 |
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$1,404,030,000 |
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$169,648,000 |
4 |
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92343VGG3 |
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1.450% notes due 2026 |
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$1,916,467,000 |
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$262,230,000 |
5 |
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92343VGE8 |
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Floating Rate notes due 2026 |
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$526,229,000 |
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$32,169,000 |
6 |
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92343VDD3 |
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2.625% notes due 2026 |
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$1,869,415,000 |
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$90,490,000 |
7 |
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92343VDY7 |
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4.125% notes due 2027 |
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$3,250,000,000 |
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$306,469,000 |
8 |
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92343VFF6 |
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3.000% notes due 2027 |
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$750,000,000 |
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$152,659,000 |
9 |
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92343VER1/ 92343VEQ3/ U9221ABK3 |
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4.329% notes due 2028 |
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$4,199,647,000 |
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$494,810,000 |
10 |
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92343VGH1 |
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2.100% notes due 2028 |
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$2,829,602,000 |
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$656,658,000 |
Promptly after 10:00 a.m. (New York City time) today, August 5, 2024, Verizon will issue a press release
specifying, among other things, (i) the Total Exchange Price (as defined in the Launch Press Release) for each series of Fixed Rate Notes (as defined in the Launch Press Release), (ii) the New Notes Coupon (as defined in the Launch Press
Release), (iii) the aggregate principal amount of Old Notes validly tendered at or prior to the applicable Original Early Participation Date and accepted for exchange in each Exchange Offer and (iv) the aggregate principal amount of New Notes
to be issued on the Early Settlement Date.
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, including for assistance in completing an eligibility letter, or for additional copies of the Exchange Offer Documents may be directed to
Global Bondholder Services Corporation at (855) 654-2015 (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. The eligibility letter for the Exchange Offers can be accessed at the following link https://www.gbsc-usa.com/eligibility/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 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 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 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, or to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (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, assume,
believe, expect, plan, appear, project, estimate, hope, intend, target, forecast, 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.
Exhibit 99.2
News Release
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FOR IMMEDIATE RELEASE |
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Media contact: |
August 5, 2024 |
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Eric Wilkens |
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201-572-9317 |
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eric.wilkens@verizon.com |
Verizon announces accepted amounts and pricing
terms for exchange offers
NEW YORK, N.Y. Verizon Communications Inc. (Verizon) (NYSE, NASDAQ: VZ) today announced the
accepted amounts as of the Original Early Participation Date (as defined in the Early Results Press Release (as defined below)) and pricing terms of its previously announced private offers to exchange the 10 outstanding series of notes listed in the
first table below and maturing from 2025 through 2028 (collectively, the Old Notes), in each case, for newly issued notes of Verizon due 2035 (the New Notes) (the Exchange Offers), on the terms and subject to the
conditions set forth in an offering memorandum dated July 22, 2024 (as amended by Verizons press release dated July 30, 2024, Verizons press release dated today, August 5, 2024, relating to the early results and extension
of the early participation date of the Exchange Offers (the Early 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.
Withdrawal rights for each Exchange Offer expired at 5:00 p.m. (New York City time) on
August 2, 2024. The Extended Early Participation Date (as defined in the Early Results Press Release) is 5:00 p.m. (New York City time) on August 19, 2024, at which time the Exchange Offers will also expire (the Expiration
Date), unless the Expiration Date is extended or earlier terminated by Verizon.
As previously announced, all conditions applicable to the
Exchange Offers as of the Original Early Participation Date have been deemed satisfied or waived by Verizon and the Minimum Issue Requirement (as defined in Verizons press release announcing the Exchange Offers, dated July 22, 2024 (the
Launch Press Release)) for each of the Exchange Offers was met as of the Original Early Participation Date.
Verizon will settle all Old Notes validly tendered at or prior to the Original Early Participation
Date and accepted for exchange on August 9, 2024 (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 Original Early
Participation Date and accepted for exchange will not exceed the New Notes Cap (as defined in the Early Results Press Release), Verizon will, until the Expiration Date, continue to accept for purchase all Old Notes validly tendered after the
Original Early Participation Date, subject to all conditions having been satisfied or waived by Verizon with respect to the Exchange Offers. The Final Settlement Date (as defined in the Launch Press Release) is expected to be the second business day
after the Expiration Date, unless extended with respect to any Exchange Offer.
Exchange Offers
The table below indicates, among other things, the aggregate principal amount of Old Notes validly tendered at or prior to the Original Early
Participation Date in each Exchange Offer and accepted for exchange, 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 10:00 a.m. (New York City time) today, August 5, 2024 (the Price Determination Date) in accordance with the terms set forth in the Offering Memorandum. No series of Old Notes validly tendered at or prior
the Original Early Participation Date and accepted in the Exchange Offers was subject to proration.
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Acceptance Priority Level
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CUSIP Number(s)
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Title of Security
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Principal Amount Outstanding
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Principal Amount Accepted under the Exchange Offers
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Reference U.S. Treasury Security
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Yield of Reference U.S. Treasury Security
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Fixed Spread (basis points)
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Exchange Offer Yield(1)
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Fixed Rate Note Total Exchange Price(2) |
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Floating Rate Note Total Exchange Price(3) |
1 |
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92343VEN0/ 92343VEB6/ U9221AAY4 |
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3.376% notes due 2025
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$1,339,761,000 |
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$51,770,000 |
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2.000% due Feb. 15, 2025 |
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4.783% |
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+0 |
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4.783% |
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$992.90 |
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N/A |
2 |
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92343VEP5 |
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Floating Rate notes due 2025
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$889,448,000 |
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$12,414,000 |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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$1,008.30 |
3 |
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92343VFS8 |
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0.850% notes due 2025
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$1,404,030,000 |
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$169,648,000 |
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4.500% due Nov. 15, 2025 |
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4.082% |
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+10 |
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4.182% |
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$958.86 |
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N/A |
4 |
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92343VGG3 |
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1.450% notes due 2026
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$1,916,467,000 |
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$262,230,000 |
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4.625% due Mar. 15, 2026 |
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3.919% |
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+20 |
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4.119% |
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$958.72 |
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N/A |
5 |
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92343VGE8 |
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Floating Rate notes due 2026
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$526,229,000 |
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$32,169,000 |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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$1,013.20 |
6 |
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92343VDD3 |
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2.625% notes due 2026
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$1,869,415,000 |
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$90,490,000 |
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4.625% due Jun. 30, 2026 |
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3.814% |
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+30 |
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4.114% |
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$971.46 |
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N/A |
7 |
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92343VDY7 |
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4.125% notes due 2027
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$3,250,000,000 |
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$306,469,000 |
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4.375% due Jul. 15, 2027 |
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3.603% |
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+45 |
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4.053% |
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$1,001.73 |
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N/A |
8 |
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92343VFF6 |
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3.000% notes due 2027
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$750,000,000 |
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$152,659,000 |
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4.375% due Jul. 15, 2027 |
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3.603% |
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+45 |
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4.053% |
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$974.05 |
|
N/A |
9 |
|
92343VER1/ 92343VEQ3/ U9221ABK3 |
|
4.329% notes due 2028
|
|
$4,199,647,000 |
|
$494,810,000 |
|
4.250% due Jun. 30, 2029 |
|
3.540% |
|
+55 |
|
4.090% |
|
$1,008.93 |
|
N/A |
10 |
|
92343VGH1 |
|
2.100% notes due 2028
|
|
$2,829,602,000 |
|
$656,658,000 |
|
4.250% due Jun. 30, 2029 |
|
3.540% |
|
+55 |
|
4.090% |
|
$933.66 |
|
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 Extended Early Participation Date and accepted for purchase, 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. |
|
(3) |
The Total Exchange Price payable in principal amount of New Notes per each $1,000 principal amount of floating rate notes
due 2025 and floating rate notes due 2026 (the Floating Rate Notes) validly tendered for exchange at or prior to the Extended Early Participation Date and accepted for purchase. |
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 2035 |
|
4.780% |
|
$2,165,263,000 |
|
(1) |
Equal to the sum of (a) the yield of the 4.375% U.S. Treasury Security due May 15, 2034 (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 10:00 a.m. (New York City time) today, on the
Bloomberg Reference Page FIT1, plus (b) 107 basis points, such sum rounded to the third decimal place when expressed as a percentage. The New Notes will mature on February 15, 2035. |
Eligible Holders who validly tender their Old Notes at or prior to the Extended Early Participation Date and whose Old Notes are accepted by Verizon
will receive the applicable Total Exchange Price, which includes the Early Participation Payment (as defined in the Offering Memorandum).
On each
relevant settlement date, Eligible Holders whose Old Notes are accepted by Verizon will receive the applicable Total Exchange Price and the Accrued Coupon Payment (as defined in the Launch Press Release). The Accrued Coupon Payment for any Old Notes
exchanged for New Notes at the Final Settlement Date, if any, will be reduced to offset any interest accrued on such New Notes from the Early Settlement Date, as further described in the Offering Memorandum.
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 (855) 654-2015 (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, or to whom an invitation
or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (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, assume,
believe, expect, plan, appear, project, estimate, hope, intend, target, forecast, 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.
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