08.14.2017Financial

Verizon announces an increase to the waterfall cap in, early participation results of, and election of early settlement for, its tender offers for 29 series of notes of Verizon and certain of its subsidiaries

Media contact(s) 
Bob Varettoni
T. 908-559-6388

The withdrawal rights for each Offer expired at 5:00 p.m. (New York City time) on August 11, 2017. The Offers will expire at 11:59 p.m. (New York City time) on August 25, 2017 unless extended or earlier terminated by Verizon.

Verizon’s obligation to accept Notes tendered in the Offers is subject to the terms and conditions described in the Offer Documents, including (i) the Acceptance Priority Procedures (as described in Verizon’s press release dated July 31, 2017 announcing the Offers (the “Launch Press Release”)), (ii) a cap on the total cash Verizon pays to purchase Notes validly tendered under the Offers (excluding the applicable Accrued Coupon Payments (as defined below)) that was originally $1.5 billion (and is now increased to approximately $2.1 billion) (the “Waterfall Cap”) and (iii) the Financing Condition, which, as described and announced in Verizon’s press release dated August 7, 2017, has been satisfied.

All conditions to the Offers were deemed satisfied or waived by Verizon by the Early Participation Date. Accordingly, Verizon has elected to exercise its right to settle early all Notes validly tendered at or prior to the Early Participation Date and accepted for purchase, and the “Early Settlement Date” will be August 16, 2017. Since the aggregate purchase price of all Notes (excluding the applicable Accrued Coupon Payments) validly tendered at or prior to the Early Participation Date and accepted for purchase will meet the Waterfall Cap, there will be no Final Settlement Date (as defined in the Launch Press Release) and no additional tenders of Notes will be accepted for purchase by Verizon after the Early Participation Date.

Verizon was advised by Global Bondholder Services Corporation, as the Information Agent and the Tender Agent, that as of the Early Participation Date, the aggregate principal amounts of the Notes specified in the table below were validly tendered and not validly withdrawn:

Acceptance Priority Level

CUSIP Number

Issuer

Title of Security

Principal Amount Outstanding

Principal Amount Tendered as of the Early Participation Date

Percentage of Amount Outstanding Tendered as of the Early Participation Date

1

92343VAR5

Verizon Communications Inc.

8.950% Notes due 2039

$111,990,000

$3,128,000

2.79%

2

92343VAU8

Verizon Communications Inc.

7.350% Notes due 2039

$158,613,000

$5,166,000

3.26%

3

92344WAB7

Verizon Maryland LLC

5.125% Debentures due 2033

$164,527,000

$11,616,000

7.06%

4

92343VAP9

Verizon Communications Inc.

6.900% Notes due 2038

$220,311,000

$13,456,000

6.11%

5

92343VAK0

Verizon Communications Inc.

6.400% Notes due 2038

$397,434,000

$33,880,000

8.52%

6

020039AJ2

Alltel Corporation

6.800% Debentures due 2029

$187,889,000

$49,212,000

26.19%

7

92343VAF1

Verizon Communications Inc.

6.250% Notes due 2037

$339,432,000

$34,123,000

10.05%

8

92343VAW4

Verizon Communications Inc.

6.000% Notes due 2041

$294,386,000

$41,119,000

13.97%

9

92344XAB5

Verizon New York Inc.

7.375% Debentures due 2032

$205,025,000

$3,446,000

1.68%

10

92344GAX4

Verizon Communications Inc.

5.850% Notes due 2035

$550,404,000

$47,952,000

8.71%

11

644239AY1

Verizon New England Inc.

7.875% Debentures due 2029*

$147,062,000

$1,365,000

0.93%

12

92343VBS2

Verizon Communications Inc.

6.400% Notes due 2033

$470,844,000

$26,344,000

5.60%

13

92344GAS5

Verizon Communications Inc.

7.750% Notes due 2032

$178,882,000

$19,368,000

10.83%

14

92343VBT0

Verizon Communications Inc.

6.550% Notes due 2043

$1,418,865,000

$273,376,000

19.27%

15

92343VBZ6

Verizon Communications Inc.

5.050% Notes due 2034

$1,250,000,000

$987,105,000

78.97%

16

020039DC4

Alltel Corporation

7.875% Senior Notes due 2032

$337,049,000

$163,270,000

48.44%

17

92344GAM8/ 92344GAC0

Verizon Communications Inc.

7.750% Notes due 2030

$582,856,000

$19,676,000

3.38%

18

362320BA0

GTE LLC

6.940% Debentures due 2028

$327,917,000

$12,608,000

3.84%

19

645767AY0

Verizon New Jersey Inc.

8.000% Debentures due 2022

$121,254,000

$9,862,000

8.13%

20

645767AW4

Verizon New Jersey Inc.

7.850% Debentures due 2029*

$79,554,000

$28,219,000

35.47%

21

650094CJ2

Verizon New York Inc.

6.500% Debentures due 2028

$70,512,000

$1,108,000

1.57%

22

07786DAA4

Verizon Pennsylvania LLC

6.000% Debentures due 2028

$57,338,000

$1,463,000

2.55%

23

165087AN7

Verizon Virginia LLC

7.875% Debentures due 2022

$56,410,000

$401,000

0.71%

24

078167BA0

Verizon Pennsylvania LLC

8.750% Debentures due 2031

$36,126,000

$117,000

0.32%

25

078167AZ6

Verizon Pennsylvania LLC

8.350% Debentures due 2030

$31,826,000

$483,000

1.52%

26

165069AP0

Verizon Maryland LLC

8.000% Debentures due 2029*

$27,719,000

$361,000

1.30%

27

165069AQ8

Verizon Maryland LLC

8.300% Debentures due 2031

$21,744,000

$430,000

1.98%

28

165087AL1

Verizon Virginia LLC

8.375% Debentures due 2029

$9,217,000

$186,000

2.02%

29

252759AM7

Verizon Delaware LLC

8.625% Debentures due 2031

$2,381,000

$0

0.00%

_______________________

*       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 Depository Trust Company (“DTC”).

Promptly after 11:00 a.m. (New York City time) today, August 14, 2017, Verizon will issue a press release specifying, among other things, (i) the aggregate principal amount of Notes accepted in each Offer, (ii) the offer yield, which is the fixed spread for the applicable series of Notes plus the yield of the specified Reference U.S. Treasury Security (as defined in the Launch Press Release) for that series as of 11:00 a.m. (New York City time) today, August 14, 2017 and (iii) the Total Consideration (as defined in the Launch Press Release) for each series of Notes. On August 16, 2017, holders of Notes validly tendered at or prior to the Early Participation Date that are accepted for purchase by Verizon will receive the applicable Total Consideration, in cash, and an additional cash payment equal to accrued and unpaid interest on such Notes to, but not including, the relevant Settlement Date (as defined in the Launch Press Release) (the “Accrued Coupon Payment”). 

Verizon has retained Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC to act as lead dealer managers for the Offers and Loop Capital Markets LLC, Santander Investment Securities Inc., CastleOak Securities, L.P. and The Williams Capital Group, L.P. to act as co-dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 902-6595 (collect), J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-4811 (collect), Mizuho Securities at (866) 271-7403 (toll-free) or (212) 205-7736 (collect), or Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4760 (collect).

Global Bondholder Services Corporation is acting as the Information Agent and the Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (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.

####

This announcement is for informational purposes only. This announcement does not constitute an offer to purchase or a solicitation of an offer to purchase any securities of Verizon in any transaction. The Offers are being made solely pursuant to the Offer Documents. 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 that has implemented the Prospectus Directive (as defined below), qualified investors in that Member State within the meaning of the Prospectus Directive 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 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 circumstance where it does not apply (such persons together being “relevant persons”).

####

Cautionary Statement Regarding Forward-Looking Statements

In this communication we have 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 which could cause actual results to differ materially from those currently anticipated. Factors that could materially affect these forward-looking statements can be found 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 we undertake 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. We cannot assure you that projected results or events will be achieved.

NEW YORK - Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced that, in connection with the Offers (as defined below), the Waterfall Cap (as defined below) will be increased such that all Notes (as defined below) validly tendered and not validly withdrawn at or prior to the Early Participation Date (as defined below) will be accepted, resulting in an increased Waterfall Cap.  In addition, Verizon today announced the early participation results, as of 5:00 p.m. (New York City time) on August 11, 2017 (the "Early Participation Date"), of its previously announced 29 separate offers, for its own account and on behalf of certain of its wholly-owned subsidiaries, to purchase for cash (the "Offers") the outstanding series of notes listed below (collectively, the "Notes"), on the terms and subject to the conditions set forth in the Offer to Purchase dated July 31, 2017, such terms as amended by this press release (the "Offer to Purchase" and, together with the accompanying letter of transmittal, the "Offer Documents").  Verizon today also announced the early participation results of, and election of early settlement for, its separate, previously announced tender and exchange offers, for its own account and on behalf of its wholly-owned subsidiary, GTE LLC, to purchase 17 other series of their outstanding notes. The tender and exchange offers are separate and distinct from the Offers, and neither the Offers nor the separate tender and exchange offers are conditioned upon the consummation of the other such offer.

The withdrawal rights for each Offer expired at 5:00 p.m. (New York City time) on August 11, 2017.  The Offers will expire at 11:59 p.m. (New York City time) on August 25, 2017 unless extended or earlier terminated by Verizon. 

Verizon's obligation to accept Notes tendered in the Offers is subject to the terms and conditions described in the Offer Documents, including (i) the Acceptance Priority Procedures (as described in Verizon's press release dated July 31, 2017 announcing the Offers (the "Launch Press Release")), (ii) a cap on the total cash Verizon pays to purchase Notes validly tendered under the Offers (excluding the applicable Accrued Coupon Payments (as defined below)) that was originally $1.5 billion (and is now increased to approximately $2.1 billion) (the "Waterfall Cap") and (iii) the Financing Condition, which, as described and announced in Verizon's press release dated August 7, 2017, has been satisfied. 

All conditions to the Offers were deemed satisfied or waived by Verizon by the Early Participation Date.  Accordingly, Verizon has elected to exercise its right to settle early all Notes validly tendered at or prior to the Early Participation Date and accepted for purchase, and the "Early Settlement Date" will be August 16, 2017.  Since the aggregate purchase price of all Notes (excluding the applicable Accrued Coupon Payments) validly tendered at or prior to the Early Participation Date and accepted for purchase will meet the Waterfall Cap, there will be no Final Settlement Date (as defined in the Launch Press Release) and no additional tenders of Notes will be accepted for purchase by Verizon after the Early Participation Date.

Verizon was advised by Global Bondholder Services Corporation, as the Information Agent and the Tender Agent, that as of the Early Participation Date, the aggregate principal amounts of the Notes specified in the table below were validly tendered and not validly withdrawn:

Acceptance Priority Level

CUSIP Number

Issuer

Title of Security

Principal Amount Outstanding

Principal Amount Tendered as of the Early Participation Date

Percentage of Amount Outstanding Tendered as of the Early Participation Date

1

92343VAR5

Verizon Communications Inc.

8.950% Notes due 2039

$111,990,000

$3,128,000

2.79%

2

92343VAU8

Verizon Communications Inc.

7.350% Notes due 2039

$158,613,000

$5,166,000

3.26%

3

92344WAB7

Verizon Maryland LLC

5.125% Debentures due 2033

$164,527,000

$11,616,000

7.06%

4

92343VAP9

Verizon Communications Inc.

6.900% Notes due 2038

$220,311,000

$13,456,000

6.11%

5

92343VAK0

Verizon Communications Inc.

6.400% Notes due 2038

$397,434,000

$33,880,000

8.52%

6

020039AJ2

Alltel Corporation

6.800% Debentures due 2029

$187,889,000

$49,212,000

26.19%

7

92343VAF1

Verizon Communications Inc.

6.250% Notes due 2037

$339,432,000

$34,123,000

10.05%

8

92343VAW4

Verizon Communications Inc.

6.000% Notes due 2041

$294,386,000

$41,119,000

13.97%

9

92344XAB5

Verizon New York Inc.

7.375% Debentures due 2032

$205,025,000

$3,446,000

1.68%

10

92344GAX4

Verizon Communications Inc.

5.850% Notes due 2035

$550,404,000

$47,952,000

8.71%

11

644239AY1

Verizon New England Inc.

7.875% Debentures due 2029*

$147,062,000

$1,365,000

0.93%

12

92343VBS2

Verizon Communications Inc.

6.400% Notes due 2033

$470,844,000

$26,344,000

5.60%

13

92344GAS5

Verizon Communications Inc.

7.750% Notes due 2032

$178,882,000

$19,368,000

10.83%

14

92343VBT0

Verizon Communications Inc.

6.550% Notes due 2043

$1,418,865,000

$273,376,000

19.27%

15

92343VBZ6

Verizon Communications Inc.

5.050% Notes due 2034

$1,250,000,000

$987,105,000

78.97%

16

020039DC4

Alltel Corporation

7.875% Senior Notes due 2032

$337,049,000

$163,270,000

48.44%

17

92344GAM8/ 92344GAC0

Verizon Communications Inc.

7.750% Notes due 2030

$582,856,000

$19,676,000

3.38%

18

362320BA0

GTE LLC

6.940% Debentures due 2028

$327,917,000

$12,608,000

3.84%

19

645767AY0

Verizon New Jersey Inc.

8.000% Debentures due 2022

$121,254,000

$9,862,000

8.13%

20

645767AW4

Verizon New Jersey Inc.

7.850% Debentures due 2029*

$79,554,000

$28,219,000

35.47%

21

650094CJ2

Verizon New York Inc.

6.500% Debentures due 2028

$70,512,000

$1,108,000

1.57%

22

07786DAA4

Verizon Pennsylvania LLC

6.000% Debentures due 2028

$57,338,000

$1,463,000

2.55%

23

165087AN7

Verizon Virginia LLC

7.875% Debentures due 2022

$56,410,000

$401,000

0.71%

24

078167BA0

Verizon Pennsylvania LLC

8.750% Debentures due 2031

$36,126,000

$117,000

0.32%

25

078167AZ6

Verizon Pennsylvania LLC

8.350% Debentures due 2030

$31,826,000

$483,000

1.52%

26

165069AP0

Verizon Maryland LLC

8.000% Debentures due 2029*

$27,719,000

$361,000

1.30%

27

165069AQ8

Verizon Maryland LLC

8.300% Debentures due 2031

$21,744,000

$430,000

1.98%

28

165087AL1

Verizon Virginia LLC

8.375% Debentures due 2029

$9,217,000

$186,000

2.02%

29

252759AM7

Verizon Delaware LLC

8.625% Debentures due 2031

$2,381,000

$0

0.00%


_______________________

*  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 Depository Trust Company ("DTC"). 

Promptly after 11:00 a.m. (New York City time) today, August 14, 2017, Verizon will issue a press release specifying, among other things, (i) the aggregate principal amount of Notes accepted in each Offer, (ii) the offer yield, which is the fixed spread for the applicable series of Notes plus the yield of the specified Reference U.S. Treasury Security (as defined in the Launch Press Release) for that series as of 11:00 a.m. (New York City time) today, August 14, 2017 and (iii) the Total Consideration (as defined in the Launch Press Release) for each series of Notes.  On August 16, 2017, holders of Notes validly tendered at or prior to the Early Participation Date that are accepted for purchase by Verizon will receive the applicable Total Consideration, in cash, and an additional cash payment equal to accrued and unpaid interest on such Notes to, but not including, the relevant Settlement Date (as defined in the Launch Press Release) (the "Accrued Coupon Payment"). 

Verizon has retained Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC to act as lead dealer managers for the Offers and Loop Capital Markets LLC, Santander Investment Securities Inc., CastleOak Securities, L.P. and The Williams Capital Group, L.P. to act as co-dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 902-6595 (collect), J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-4811 (collect), Mizuho Securities at (866) 271-7403 (toll-free) or (212) 205-7736 (collect), or Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4760 (collect).

Global Bondholder Services Corporation is acting as the Information Agent and the Tender Agent for the Offers.  Questions or requests for assistance related to the Offers or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (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.

This announcement is for informational purposes only. This announcement does not constitute an offer to purchase or a solicitation of an offer to purchase any securities of Verizon in any transaction. The Offers are being made solely pursuant to the Offer Documents. 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 that has implemented the Prospectus Directive (as defined below), qualified investors in that Member State within the meaning of the Prospectus Directive 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 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 circumstance where it does not apply (such persons together being "relevant persons").

Cautionary Statement Regarding Forward-Looking Statements

In this communication we have 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 which could cause actual results to differ materially from those currently anticipated. Factors that could materially affect these forward-looking statements can be found 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 we undertake 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. We cannot assure you that projected results or events will be achieved.