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Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced the pricing of its previously announced tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding $1,250,000,000 aggregate principal amount of 8.95% Notes due 2039 (CUSIP No. 92343VAR5) (the "Notes").
On November 2, 2012, Verizon commenced the Tender Offer to purchase Notes in accordance with the terms and conditions set forth in the Offer to Purchase, dated November 2, 2012, relating thereto (the "Offer to Purchase").
For each $1,000 principal amount of Notes validly tendered and accepted, the holders will receive $1,864.63 (the "Purchase Price"). The Purchase Price represents a yield to maturity equal to 3.75%, which was the yield to maturity of the 3.000% U.S. Treasury reference security due May 15, 2042 as displayed on Bloomberg Reference Page "BBT1" as of 2:00 p.m., New York City Time, on Friday, November 9, 2012 (the "Reference Yield") plus a fixed spread of 100 basis points. The Purchase Price and the Reference Yield were calculated in accordance with the Offer to Purchase. Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Expiration Time (as defined below) in order to be eligible to receive the Purchase Price.
Holders whose Notes are accepted for purchase will receive accrued and unpaid interest from the last interest payment date to, but not including, the date on which such Notes are purchased.
The Tender Offer is scheduled to expire at 5:00 p.m., New York City Time, on Friday, November 9, 2012, unless extended or earlier terminated by Verizon (the "Expiration Time"). Tendered Notes may be withdrawn at any time at or prior to the Expiration Time.
Upon the terms and conditions described in the Offer to Purchase, payment for Notes accepted for purchase will be made promptly after the Expiration Time.
The Tender Offer is conditioned upon the satisfaction of certain conditions set forth in the Offer to Purchase. Subject to applicable law, Verizon may also terminate the Tender Offer at any time at or before the Expiration Time in its sole discretion.
Verizon has retained Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC to act as the dealer managers (together, the "Dealer Managers") for the Tender Offer. Global Bondholder Services Corporation is acting as the Information Agent and the Depositary for the Tender Offer. Questions regarding the Tender Offer should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-6436 (collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (toll-free) or (646) 855-3401 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 736-2200 (toll-free) or (212) 430-3774 (collect).
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The Tender Offer is being made solely pursuant to the Offer to Purchase and related documents. The Tender Offer is 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 Offer to be made by a licensed broker or dealer, the Tender Offer 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.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transactions, the expected timetable for completing the transactions and any other statements regarding Verizon's future expectations, beliefs, goals or prospects constitute forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including Verizon's ability to consummate the transactions; the timing for satisfying the conditions to the completion of the transactions; Verizon's ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions; and the other factors described in Verizon's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and in its most recent quarterly report filed with the SEC. Verizon assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
