Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced the expiration and final results of its previously announced tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding $1,250,000,000 aggregate principal amount of 8.95% Notes due 2039 (CUSIP No. 92343VAR5) (the "Notes").
The Tender Offer was subject to the terms and conditions set forth in the Offer to Purchase, dated November 2, 2012, relating thereto (the "Offer to Purchase"). The Tender Offer expired at 5:00 p.m., New York City time, on Friday, November 9, 2012 (the "Expiration Time").
Verizon was advised by Global Bondholder Services Corporation, as the depositary and information agent for the Tender Offer, that as of the Expiration Time, $896,624,000 aggregate principal amount of the Notes, representing approximately 71.73% of the aggregate principal amount of the Notes currently outstanding, were validly tendered and not withdrawn prior to the Expiration Time. Verizon has accepted for payment all of the tendered Notes.
Payment for Notes accepted for purchase will be made on the expected settlement date of November 13, 2012 (the "Settlement Date"). On the Settlement Date, Verizon will pay holders who validly tendered and did not withdraw their Notes at or prior to the Expiration Time the purchase price of $1,864.63 for each $1,000 principal amount of Notes accepted for purchase, plus accrued and unpaid interest from and including the last interest payment date for the Notes to, but not including, the Settlement Date.
Verizon has retained Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC to act as the dealer managers (together, the "Dealer Managers") for the Tender Offer. Global Bondholder Services Corporation is acting as the Information Agent and the Depositary for the Tender Offer. Questions regarding the Tender Offer should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-6436 (collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (toll-free) or (646) 855-3401 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect).
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes.
Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York, is a global leader in delivering broadband and other wireless and wireline communications services to consumer, business, government and wholesale customers. Verizon Wireless operates America's most reliable wireless network, with nearly 96 million retail customers nationwide. Verizon also provides converged communications, information and entertainment services over America's most advanced fiber-optic network, and delivers integrated business solutions to customers in more than 150 countries, including all of the Fortune 500. A Dow 30 company with $111 billion in 2011 revenues, Verizon employs a diverse workforce of 184,500. For more information, visit www.verizon.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed transactions, the expected timetable for completing the transactions and any other statements regarding Verizon's future expectations, beliefs, goals or prospects constitute forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including Verizon's ability to consummate the transactions; the timing for satisfying the conditions to the completion of the transactions; Verizon's ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions; and the other factors described in Verizon's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and in its most recent quarterly report filed with the SEC. Verizon assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.