03.21.2016Financial

Verizon announces early participation results and upsizing of its tender offer for all series of waterfall notes

Media contact(s) 
Bob Varettoni
T. 908.559.6388
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NEW YORK – Verizon Communications Inc. (“Verizon”) (NYSE, Nasdaq: VZ; LSE: VZC) today announced the results as of 5:00 p.m., New York City time, on March 18, 2016 (the “Waterfall Early Participation Time”) of its previously announced cash tender offer on behalf of itself and certain of its subsidiaries for the Waterfall Notes.  Verizon today also announced that it has increased the Waterfall Cap from $4,000,000,000 aggregate purchase price (excluding accrued and unpaid interest and any fees or commissions) to $5,500,000,000 aggregate purchase price (excluding accrued and unpaid interest and any fees or commissions). Except for the change with respect to the Waterfall Cap, there are no other modifications being made with respect to the Waterfall Offer. The complete terms and conditions of the Waterfall Offer are set forth in the offer to purchase dated March 4, 2016, as amended with respect to the Waterfall Offer by Verizon’s press release dated as of March 14, 2016 and this press release (the “Offer to Purchase”) and the related letter of transmittal.  Capitalized terms used but not defined herein have the meanings set forth in the Offer to Purchase.

Copies of the Offer to Purchase and the related letter of transmittal are available upon request from Global Bondholder Services Corporation at the telephone numbers provided below.

Withdrawal rights for the Waterfall Offer expired at 5:00 p.m., New York City time, on March 18, 2016 and have not been further extended.  The Waterfall Offer will expire at 11:59 p.m., New York City time, on April 1, 2016, unless extended (the “Waterfall Expiration Time”). 

The table below sets forth the aggregate principal amount of each series of Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Early Participation Time.

The Price Determination Time for the Waterfall Notes is 11:00 a.m., New York City time on March 21, 2016, at which time the Reference Yield of the UST Reference Security for each series of Waterfall Notes will be measured.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, payment for Waterfall Notes accepted for purchase will be made promptly after the Waterfall Expiration Time on the Settlement Date, which is expected to be on or about April 4, 2016.  The Waterfall Offer is conditioned upon the satisfaction of certain conditions, including the closing of the sale of Verizon’s local exchange and related business assets in California, Florida and Texas and Verizon’s receipt of at least $9.5 billion of purchase price cash at closing. 

Verizon has retained Goldman, Sachs & Co., RBC Capital Markets, LLC and Santander Investment Securities Inc. to act as lead dealer managers (together, the “Lead Dealer Managers”) for the Offers and as lead solicitation agents for the Consent Solicitation (together, the “Lead Solicitation Agents”) and Mitsubishi UFJ Securities (USA), Inc., CastleOak Securities, L.P., Drexel Hamilton, LLC, Samuel A. Ramirez & Company, Inc. and Siebert Brandford Shank & Co., L.L.C. to act as co-dealer managers (the “Co-Dealer Managers” and together with the Lead Dealer Managers, the “Dealer Managers”) and co-solicitation agents (the “Co-Solicitation Agents” and together with the Lead Solicitation Agents, the “Solicitation Agents”) in connection with the Offers and the Consent Solicitation.  Global Bondholder Services Corporation is acting as the Information Agent and the Depositary for the Offers and the Consent Solicitation.  Questions regarding terms and conditions of the Offers or the Consent Solicitation should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-1039 (collect), RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822 (collect) or Santander Investment Securities Inc. at 855-404-3636 (toll-free) or 212-940-1442 (collect).  Requests for documentation or for assistance with the procedures for tendering Notes should be directed to Global Bondholder Services Corporation at (866) 470-3800 (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 or a solicitation of consents with respect to any Notes.  The Offers and the Consent Solicitation are being made solely pursuant to the Offer to Purchase and related documents.  The Offers and the Consent Solicitation 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 and the Consent Solicitation to be made by a licensed broker or dealer, the Offers and the Consent Solicitation 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.