03.04.2016Financial

Verizon announces tender offers for 34 tranches of notes issued by Verizon and its subsidiaries

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Bob Varettoni
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NEW YORK – Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ; LSE: VZC) today announced the commencement of three concurrent, but separate, tender offers on behalf of itself and certain of its subsidiaries, to purchase for cash (1) any and all of the Group 1 Any and All Notes listed below (the “Group 1 Any and All Offer”), (2) any and all of the Group 2 Any and All Notes listed below (the “Group 2 Any and All Offer”) and (3) up to $4.0 billion aggregate purchase price, excluding accrued and unpaid interest and any fees or commissions (the “Waterfall Cap”), of the Waterfall Notes listed below (the “Waterfall Offer,” and together with the Group 1 Any and All Offer and the Group 2 Any and All Offer, the “Offers”).  Verizon concurrently is soliciting consents (the “Consent Solicitation”) from holders of each series of the Group 1 Any and All Notes to adopt an amendment to the indenture governing the Group 1 Any and All Notes.

Group 1 Any and All Offer

Group 1 Any and All Offer

Group 2 Any and All Offer

Group 2 Any and All Offer

Waterfall Offer

Waterfall Offer

Pursuant to the Consent Solicitation, Verizon is soliciting consents from holders of each series of the Group 1 Any and All Notes to amend the indenture governing the Group 1 Any and All Notes (the “Verizon Communications Indenture”) in order to shorten the minimum period for giving notice to holders of such series of Group 1 Any and All Notes of a redemption from 30 days to three business days prior to a redemption date (the “Proposed Amendment”). 

The Offers and the Consent Solicitation are each subject to the terms and conditions, including a “Sale Condition” (as defined below), set forth in the offer to purchase, dated March 4, 2016, relating thereto (the “Offer to Purchase”). 

Holders whose Notes are validly tendered at or prior to 5:00 p.m., New York City time, on March 17, 2016, (the “Early Participation Time,” unless extended or earlier terminated by Verizon in its sole discretion), and accepted for purchase will receive the Total Consideration, which includes the early tender premium (the “Early Tender Premium”) as specified in the tables above.  Holders who validly tender their Notes after the Early Participation Time but at or prior to 5:00 p.m., New York City time, on April 1, 2016 (the “Expiration Time,” unless extended or earlier terminated by Verizon in its sole discretion) will receive the applicable Tender Offer Consideration (as described below), if such Notes are accepted for purchase.  The Tender Offer Consideration for each series of Notes validly tendered after the Early Participation Time and at or prior to the Expiration Time will equal the applicable Total Consideration minus the applicable Early Tender Premium for such series.  In each case, Verizon will pay accrued and unpaid interest on such series of Notes accepted for purchase from and including the last interest payment date for such series of Notes to, but not including, the settlement date.

Notes validly tendered may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 17, 2016, unless extended by Verizon in its sole discretion (such date and time, as the same may be extended, the “Withdrawal Time”).  Notes may not be validly withdrawn after the Withdrawal Time.

The Total Consideration for each series of Notes is intended to result in a yield to maturity of such Notes equal to the yield to maturity of the applicable UST reference security specified in the tables above, based on the bid-side price of such UST reference security as displayed on the Bloomberg Reference Page specified in the tables above as of 11:00 a.m., New York City Time, on Friday, March 18, 2016 (the “Price Determination Time”), plus the applicable fixed spread specified in the tables above.

Verizon will accept for purchase up to $4,000,000,000 aggregate purchase price, excluding accrued and unpaid interest and any fees or commissions, of Waterfall Notes validly tendered and not validly withdrawn in accordance with the “Acceptance Priority Levels” set forth in the table above.  Moreover, all Waterfall Notes, regardless of Acceptance Priority Level, that are validly tendered and not validly withdrawn at or before the Early Participation Time will have priority over Waterfall Notes that are tendered after the Early Participation Time and at or prior to the Expiration Time (such priority referred to herein as “Early Tender Priority”).  If the aggregate purchase price (excluding accrued and unpaid interest and any fees or commissions) of Waterfall Notes that are validly tendered and not validly withdrawn at or prior to the Early Participation Time exceeds the Waterfall Cap, then Verizon will accept for purchase validly tendered and not validly withdrawn Waterfall Notes up to the Waterfall Cap in accordance with the Acceptance Priority Levels, with Acceptance Priority Level 1 being the highest priority level, and will only prorate the series of Waterfall Notes of the lowest Acceptance Priority Level accepted for purchase. Verizon will not thereafter accept any Waterfall Notes tendered after the Early Participation Time.  In the event the aggregate purchase price (excluding accrued and unpaid interest and any fees or commissions) of Waterfall Notes that are validly tendered and not validly withdrawn at or prior to the Early Participation Time exceeds the Waterfall Cap, Verizon will cause the Waterfall Notes it does not intend to accept for purchase to be unblocked by DTC promptly following the Early Participation Time or promptly returned in the case of Certificated Notes.  However, if the aggregate purchase price (excluding accrued and unpaid interest and any fees or commissions) of Waterfall Notes that are validly tendered and not validly withdrawn at or prior to the Early Participation Time does not exceed the Waterfall Cap, then Verizon will accept for purchase all Waterfall Notes validly tendered at or prior to the Early Participation Time and shall continue to accept in numerical priority of Acceptance Priority Level only those Waterfall Notes validly tendered after the Early Participation Time and at or prior to the Expiration Time for which the aggregate purchase price (excluding accrued and unpaid interest and any fees or commissions), when added to the aggregate purchase price (excluding accrued and unpaid interest and any fees or commissions) of the Waterfall Notes validly tendered at or prior to the Early Participation Time, does not exceed the Waterfall Cap.  In this case, Verizon will only prorate the series of Waterfall Notes of the lowest Acceptance Priority Level that are validly tendered after the Early Participation Time and are accepted for purchase.  Waterfall Notes with a lower Acceptance Priority Level than the prorated series of Waterfall Notes will not be accepted for purchase.  If proration of a series of Waterfall Notes is required, such Waterfall Notes will be purchased based on the aggregate principal amount tendered for that series, rounded down to the nearest integral multiple of $1,000 and taking into account minimum authorized denominations.  Depending on the amount tendered and the proration factor applied, if the principal amount of Notes that are unaccepted and returned to a holder as a result of proration would result in less than the minimum authorized denomination being returned to such holder, Verizon will accept all of such holder’s validly tendered Notes.  If proration of a series of Waterfall Notes is required, Verizon will determine the final proration factor as soon as practicable following the Early Participation Time or the Expiration Time, as applicable.

Holders of Group 1 Any and All Notes that validly tender and do not validly withdraw such Group 1 Any and All Notes will be deemed to have delivered their consents to the Proposed Amendment by virtue of such tender.  Adoption of the Proposed Amendment with respect to any series of Group 1 Any and All Notes requires the consent of the holders of more than a majority of the outstanding principal amount of such series (excluding any notes owned by Verizon or its affiliates) (the “Requisite Consents”).  A valid tender of a particular series of Group 1 Any and All Notes will be deemed to be a delivery of valid consent with respect to the Proposed Amendment with respect to such series of Group 1 Any and All Notes.  A valid withdrawal of previously tendered Group 1 Any and All Notes at or prior to the Withdrawal Time will constitute the concurrent valid revocation of such holder’s related consent with respect to such Group 1 Any and All Notes.  Holders may not validly revoke a consent unless they validly withdraw their previously tendered Group 1 Any and All Notes, and holders may not deliver consents with respect to any series of Group 1 Any and All Notes without tendering Group 1 Any and All Notes.  Promptly after the Expiration Time, Verizon will execute a supplement to the Verizon Communications Indenture with respect to all series of Group 1 Any and All Notes for which it has received the Requisite Consents (the “Supplemental Indenture”) in order to give effect to the Proposed Amendment. 

Assuming the Sale Condition is satisfied, Verizon intends, but is not obligated, to issue a redemption notice, after the Expiration Time, for all Group 1 Any and All Notes not tendered pursuant to the Group 1 Any and All Offer.  Verizon expects to redeem such remaining Group 1 Any and All Notes at a price equal to par plus the applicable make-whole premium amount for the applicable series of Group 1 Any and All Notes, plus accrued and unpaid interest thereon from the last interest payment to, but not including the redemption date, as provided for in the Verizon Communications Indenture.

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 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 (the “Frontier Sale”) and Verizon’s receipt of at least $9.5 billion of purchase price cash at closing (the “Sale Condition”).  The Group 1 Any and All Offer is not conditioned on receipt of the Requisite Consents. 

To the extent Verizon is legally permitted to do so, Verizon expressly reserves the absolute right to, with respect to one or more series of Notes: (i) terminate any Offer or the Consent Solicitation with respect to one or more series of Notes and promptly return all tendered Notes of such series to the respective tendering holders; (ii) modify, extend or otherwise amend any Offer or the Consent Solicitation with respect to one or more series of Notes and retain all tendered Notes of such series until the Expiration Time, as extended, subject, however, to the withdrawal rights of holders; or (iii) waive the unsatisfied conditions with respect to one or more series of Notes of any Offer or the Consent Solicitation and accept all such Notes tendered and not previously validly withdrawn, in each case, in accordance with the terms set forth in the Offer to Purchase.  Any waiver, extension, termination, or other amendment of any Offer or the Consent Solicitation with respect to one or more series of Notes shall have no effect on any other Offer or the Consent Solicitation with respect to any other series of Notes unless Verizon has made such same waiver, extension, termination, or other amendment to such other Offer or the Consent Solicitation with respect to such other series of Notes.  If Verizon makes a material change in the terms of an Offer or the Consent Solicitation with respect to one or more series of Notes, Verizon will disseminate additional materials or, if appropriate, issue a press release setting forth such changes, and will extend the affected Offers or the Consent Solicitation with respect to such affected Notes to the extent required by law. 

If Verizon terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Depositary, 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 or returned in the case of any tendered Certificated Notes.

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 will act 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. 

Verizon Communications Inc. (NYSE, Nasdaq: VZ) employs a diverse workforce of 177,700 and generated nearly $132 billion in 2015 revenues. Verizon operates America’s most reliable wireless network, with more than 112 million retail connections nationwide. Headquartered in New York, the company also provides communications and entertainment services over America’s most advanced fiber-optic network, and delivers integrated business solutions to customers worldwide.

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