03.14.2016Financial

Verizon announces modification of pricing terms and deadlines for all series of waterfall notes in its tender offer

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Bob Varettoni
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NEW YORK – Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ; LSE: VZC) today announced that it has amended the terms with respect to all series of the Waterfall Notes of its previously announced cash tender offer for up to $4.0 billion aggregate purchase price, excluding accrued and unpaid interest and any fees or commissions of the Waterfall Notes, to: (i) modify the applicable Fixed Spread for each series of the Waterfall Notes, as set forth in the table below, (ii) extend the Early Participation Time from 5:00 p.m., New York City time, on March 17, 2016 to 5:00 p.m., New York City time, on March 18, 2016, (iii) extend the Withdrawal Time from 5:00 p.m., New York City time, on March 17, 2016 to 5:00 p.m., New York City time, on March 18, 2016, (iv) extend the Price Determination Time from 11:00 a.m., New York City time, on March 18, 2016 to 11:00 a.m., New York City time, on March 21, 2016 and (v) extend the Expiration Time from 5:00 p.m., New York City time, on April 1, 2016 to 11:59 p.m., New York City time, on April 1, 2016. Capitalized terms used but not defined herein have the meanings set forth in the offer to purchase dated March 4, 2016 (the “Offer to Purchase”).

Except as set forth herein, all other terms, provisions and conditions of the Offers will remain in full force and effect as set forth in the Offer to Purchase and the related letter of transmittal. There are no other modifications or extensions being made with respect to the Waterfall Offer other than those announced here. There are no modifications or extensions being made with respect to the Any and All Offers.

Assuming (i) 100% participation in the Any and All Offers at or prior to the Early Participation Time, (ii) the aggregate purchase price of Waterfall Notes validly tendered and not validly withdrawn meets or exceeds the Waterfall Cap and (iii) the Reference Yield had been measured for each UST Reference Security as of the date of this press release, the maximum aggregate purchase price, excluding accrued and unpaid interest and any fees or commissions, on all three sets of Offers would be approximately $12 billion.

The complete terms of the Offers are set forth in the Offer to Purchase and the related letter of transmittal. 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.

The table below sets forth for each series of Waterfall Notes, the Fixed Spread listed in the Offer to Purchase and the modified Fixed Spread announced in this press release (the “Modified Fixed Spread”) and the hypothetical Total Consideration and hypothetical Tender Offer Consideration, each calculated using the applicable Modified Fixed Spread.

Solely with respect to the Waterfall Offer, the Early Participation Time, the Withdrawal Time, the Price Determination Time and the Expiration Time have been extended for all.

Waterfall Notes validly tendered and not validly withdrawn at or prior to the Early Participation Time as extended by this press release, will have priority over Waterfall Notes that are tendered after the Early Participation Time, as extended by this press release.

With respect to the Any and All Offers, the Early Participation Time, the Withdrawal Time, the Price Determination Time and the Expiration Time remain as set forth in the Offer to Purchase. For each Offer, the “Settlement Date” is expected to be on or about April 4, 2016, unless extended or terminated by Verizon in its sole discretion.

The Offer for each series of Notes 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.    

Pursuant to the Waterfall Offer, approximately $679,121,000 aggregate principal amount of Waterfall Notes has been validly tendered and not validly withdrawn as of 2:00 p.m. New York City time on March 14, 2016, as reported by the Depositary.

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.