07.31.2017Financial

Verizon announces tender offers for 29 series of notes of Verizon and certain of its subsidiaries

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

NEW YORK – Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the commencement of 29 separate offers, for its own account and on behalf of certain of its wholly-owned subsidiaries, to purchase for cash (the “Offers”) up to $1.5 billion aggregate purchase price of 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 (the “Offer to Purchase” and, together with the accompanying letter of transmittal, the “Offer Documents”). Verizon today also announced the commencement of separate tender and exchange offers, for its own account and on behalf of 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 Offers will expire at 11:59 p.m. (New York City time) on August 25, 2017 unless extended or earlier terminated by Verizon (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”).  To be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below), holders of Notes (each, a “Holder,” and collectively, “Holders”) must validly tender their Notes at or prior to 5:00 p.m. (New York City time) on August 11, 2017 unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Early Participation Date”). Holders who validly tender their Notes after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will be eligible to receive the tender consideration for any such series accepted, which is equal to the Total Consideration minus the Early Participation Payment (with respect to such series, the “Tender Consideration”).  All Holders whose Notes are accepted in an Offer will receive a cash payment equal to accrued and unpaid interest on such Notes to, but not including, the relevant Settlement Date (as defined below) (the “Accrued Coupon Payment”) in addition to their Total Consideration or Tender Consideration, as applicable. 

Notes may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on August 11, 2017 (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Withdrawal Date”), but not thereafter, unless extended by Verizon.

Verizon is offering to accept for purchase validly tendered Notes using a “waterfall” methodology under which Notes will be accepted in the order of their Acceptance Priority Levels listed below, subject to certain caps.  The Offers are subject to the terms and conditions described in the Offer to Purchase, including (i) the Acceptance Priority Procedures (as described below), (ii) a $1.5 billion cap (the “Waterfall Cap”) on the total cash Verizon pays to purchase Notes validly tendered under the Offers (excluding the applicable Accrued Coupon Payments) and (iii) the Financing Condition, pursuant to which Verizon must have priced at or prior to the applicable Early Participation Date (or if Verizon elects not to have an Early Settlement Date (as defined below), the applicable Expiration Date), on terms satisfactory to Verizon in its reasonable judgment, in one or more capital markets financing transactions, debt securities expected to provide gross proceeds of at least $3.0 billion (or its equivalent in foreign currencies).

On the terms and subject to the conditions set forth in the Offer to Purchase, Verizon is offering to purchase the following outstanding securities for the consideration described below:

Acceptance Priority Level

CUSIP Number

Issuer

Title of Security

Principal Amount Outstanding

Early Participation Payment(1)

Reference U.S. Treasury Security(2)

Bloomberg Reference Page

Fixed Spread (Basis Points)

1

92343VAR5

Verizon Communications Inc.

8.950% Notes due 2039

$111,990,000

$50

3.000% due 2/15/47

FIT1

185

2

92343VAU8

Verizon Communications Inc.

7.350% Notes due 2039

$158,613,000

$50

3.000% due 2/15/47

FIT1

185

3

92344WAB7

Verizon Maryland LLC

5.125% Debentures due 2033

$164,527,000

$50

3.000% due 2/15/47

FIT1

170

4

92343VAP9

Verizon Communications Inc.

6.900% Notes due 2038

$220,311,000

$50

3.000% due 2/15/47

FIT1

175

5

92343VAK0

Verizon Communications Inc.

6.400% Notes due 2038

$397,434,000

$50

3.000% due 2/15/47

FIT1

175

6

020039AJ2

Alltel Corporation

6.800% Debentures due 2029

$187,889,000

$50

2.375% due 5/15/27

FIT1

200

7

92343VAF1

Verizon Communications Inc.

6.250% Notes due 2037

$339,432,000

$50

3.000% due 2/15/47

FIT1

170

8

92343VAW4

Verizon Communications Inc.

6.000% Notes due 2041

$294,386,000

$50

3.000% due 2/15/47

FIT1

185

9

92344XAB5

Verizon New York Inc.

7.375% Debentures due 2032

$205,025,000

$50

2.375% due 5/15/27

FIT1

205

10

92344GAX4

Verizon Communications Inc.

5.850% Notes due 2035

$550,404,000

$50

3.000% due 2/15/47

FIT1

155

11

644239AY1

Verizon New England Inc.

7.875% Debentures due 2029*

$147,062,000

$50

2.375% due 5/15/27

FIT1

200

12

92343VBS2

Verizon Communications Inc.

6.400% Notes due 2033

$470,844,000

$50

3.000% due 2/15/47

FIT1

140

13

92344GAS5

Verizon Communications Inc.

7.750% Notes due 2032

$178,882,000

$50

2.375% due 5/15/27

FIT1

185

14

92343VBT0

Verizon Communications Inc.

6.550% Notes due 2043

$1,418,865,000

$50

3.000% due 2/15/47

FIT1

180

15

92343VBZ6

Verizon Communications Inc.

5.050% Notes due 2034**

$1,250,000,000

$50

3.000% due 2/15/47

FIT1

145

16

020039DC4

Alltel Corporation

7.875% Senior Notes due 2032

$337,049,000

$50

2.375% due 5/15/27

FIT1

190

17

92344GAM8/ 92344GAC0

Verizon Communications Inc.

7.750% Notes due 2030

$582,856,000

$50

2.375% due 5/15/27

FIT1

170

18

362320BA0

GTE LLC

6.940% Debentures due 2028

$327,917,000

$50

2.375% due 5/15/27

FIT1

150

19

645767AY0

Verizon New Jersey Inc.

8.000% Debentures due 2022

$121,254,000

$50

1.875% due 7/31/22

FIT1

100

20

645767AW4

Verizon New Jersey Inc.

7.850% Debentures due 2029*

$79,554,000

$50

2.375% due 5/15/27

FIT1

200

21

650094CJ2

Verizon New York Inc.

6.500% Debentures due 2028

$70,512,000

$50

2.375% due 5/15/27

FIT1

185

22

07786DAA4

Verizon Pennsylvania LLC

6.000% Debentures due 2028

$57,338,000

$50

2.375% due 5/15/27

FIT1

195

23

165087AN7

Verizon Virginia LLC

7.875% Debentures due 2022

$56,410,000

$50

1.875% due 7/31/22

FIT1

95

24

078167BA0

Verizon Pennsylvania LLC

8.750% Debentures due 2031

$36,126,000

$50

2.375% due 5/15/27

FIT1

210

25

078167AZ6

Verizon Pennsylvania LLC

8.350% Debentures due 2030

$31,826,000

$50

2.375% due 5/15/27

FIT1

200

26

165069AP0

Verizon Maryland LLC

8.000% Debentures due 2029*

$27,719,000

$50

2.375% due 5/15/27

FIT1

200

27

165069AQ8

Verizon Maryland LLC

8.300% Debentures due 2031

$21,744,000

$50

2.375% due 5/15/27

FIT1

210

28

165087AL1

Verizon Virginia LLC

8.375% Debentures due 2029

$9,217,000

$50

2.375% due 5/15/27

FIT1

200

29

252759AM7

Verizon Delaware LLC

8.625% Debentures due 2031

$2,381,000

$50

2.375% due 5/15/27

FIT1

210

_______________________

  1. Payable, as part of the applicable Total Consideration, per each $1,000 principal amount of the specified series of Notes validly tendered at or prior to the applicable Early Participation Date and accepted for purchase (the “Early Participation Payment”).  The total consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the applicable Early Participation Date is referred to as the “Total Consideration” for such series.  Holders who validly tender Notes of a series after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will receive the Tender Consideration.
  2. The Total Consideration for each series of Notes will be based on the fixed spread for the applicable series of Notes plus the yield of the specified Reference U.S. Treasury Security for that series as of 11:00 a.m. (New York City time) on the Price Determination Date (as defined below). The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.

*       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”).  Such Certificated Notes may only be tendered in accordance with the terms and conditions of the letter of transmittal. 

**    Denotes a series of Notes for which the calculation of the applicable Total Consideration will be performed using the present value of such Notes as determined at the applicable Price Determination Date due on the applicable par call date.

Subject to the satisfaction or waiver of the conditions of the Offers, the Acceptance Priority Procedures will operate as follows:

  • first, if the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of all Notes validly tendered at or prior to the applicable Early Participation Date by Holders does not exceed the Waterfall Cap, then Verizon will accept all such Notes. However, if the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of all Notes validly tendered at or prior to the applicable Early Participation Date by Holders exceeds the Waterfall Cap, then Verizon will (i) accept such Notes for purchase for cash, starting at the highest Acceptance Priority Level (level 1) and moving sequentially to each lower Acceptance Priority Level (the lowest of which is level 29), until the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of such Notes equals the Waterfall Cap, (ii) prorate the series of such Notes with the lowest Acceptance Priority Level accepted for purchase for cash and (iii) not accept for purchase for cash (x) any such Notes of a series with an Acceptance Priority Level below the prorated series or (y) any Notes validly tendered after the applicable Early Participation Date; and
  • second, if the Waterfall Cap is not exceeded at the applicable Early Participation Date, Verizon will repeat the steps described in the prior bullet with respect to Notes validly tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, in order to determine the aggregate principal amount of such Notes that Verizon will accept for purchase.  All Notes, regardless of Acceptance Priority Level, that are validly tendered at or prior to the applicable Early Participation Date will have priority over Notes validly tendered after the applicable Early Participation Date and at or prior to the applicable Expiration Date.

Provided that all conditions to the Offers have been satisfied or waived by Verizon by the applicable Early Participation Date, Verizon may, but is not obligated to, elect to exercise its right (the “Early Settlement Right”) to settle on the third business day after the applicable Early Participation Date (the “Early Settlement Date”) all Notes validly tendered at or prior to the applicable Early Participation Date and accepted for purchase. If Verizon elects to exercise its Early Settlement Right, Verizon will announce in a press release promptly after the applicable Early Participation Date that it is exercising its Early Settlement Right. On the applicable Early Settlement Date all Notes validly tendered at or prior to the applicable Early Participation Date and accepted for purchase will receive the applicable Total Consideration and Accrued Coupon Payment.  The “Final Settlement Date,” if any, is the date on which Verizon will settle all Notes validly tendered and accepted for purchase, and not previously settled on the applicable Early Settlement Date.  The Final Settlement Date is expected to be the third business day following the applicable Expiration Date, unless extended with respect to any Offer. Each of the Early Settlement Date and the Final Settlement Date is referred to as a “Settlement Date.”

The applicable Total Consideration payable by Verizon for each $1,000 principal amount of each series of Notes validly tendered at or prior to the applicable Early Participation Date and accepted by Verizon will be paid in cash on the relevant Settlement Date.

Promptly after 11:00 a.m. (New York City time) on August 14, 2017, unless extended with respect to an Offer (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Price Determination Date”), Verizon will issue a press release specifying, among other things, the Total Consideration for each series of Notes and the aggregate principal amount of Notes accepted in each Offer.

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 will act as the Information Agent and the Information 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.

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If Verizon terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Tender Agent or Information Agent, as applicable, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in DTC will be released.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that holder to be able to participate in, or withdraw their instruction to participate, in the Offers before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer Documents.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Notes. 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”).

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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.