NEW YORK, Nov. 15, 2017 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced
the commencement of 31 separate offers, for its own account and on
behalf of certain of its wholly-owned subsidiaries, to purchase for
cash (the "Tender Offers") up to $1.0 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 and Consent Solicitation Statement dated
November 15, 2017 (the "Offer to Purchase and Consent
Solicitation Statement" and, together with the accompanying letter
of transmittal, the "Offer Documents"). Concurrently with the
Tender Offers, Verizon, on behalf of certain of its wholly-owned
subsidiaries, is soliciting consents (the "Consent Solicitations")
to the proposed amendments (the "Proposed Amendments") to the
indentures (the "Existing Indentures") governing the Notes issued
by such subsidiaries (collectively, the "Subsidiary Notes") in
order to, among other things, eliminate certain of the restrictive
covenants contained therein, on the terms and subject to the
conditions set forth in the Offer Documents. If a Holder (as
defined below) validly tenders Subsidiary Notes in a Tender Offer,
such Holder will be deemed to deliver its consent, with respect to
the principal amount of such tendered Subsidiary Notes, to the
Proposed Amendments. Holders may neither deliver their
consents in a particular Consent Solicitation without tendering
Subsidiary Notes in the related Tender Offer, nor may they tender
Subsidiary Notes in a particular Tender Offer without delivering
their consents with respect to such Subsidiary Notes in the related
Consent Solicitation. The completion of any Tender Offer with
respect to a series of Subsidiary Notes is not conditioned on the
receipt of the requisite consents in the related Consent
Solicitation.
Verizon today also announced the commencement of separate
exchange offers and consent solicitations, on behalf of certain of
its wholly-owned subsidiaries, to exchange 18 series of the
Subsidiary Notes (the GTE LLC 6.840% Debentures due 2018 are not
included in the separate exchange offers and consent solicitations)
for new notes issued by Verizon, on the terms and subject to the
conditions set forth in the Exchange Offer and Consent Solicitation
Statement dated November 15, 2017 (the "Exchange Offer and
Consent Solicitation Statement"). Only holders who have duly
completed and returned an eligibility letter certifying that they
are either (1) "qualified institutional buyers" as defined in
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act") or (2) non-"U.S. persons" (as defined in
Rule 902 under the Securities Act) located outside of the United States and who are "Non-U.S.
qualified offerees" (as defined in the related eligibility letter)
are authorized to receive the Exchange Offer and Consent
Solicitation Statement and to participate in the exchange offers
and consent solicitations thereunder. Consents delivered for
a series of Subsidiary Notes in connection with the Tender Offers
will be cumulated with the consents delivered for such series of
Subsidiary Notes in connection with the separate exchange
offers. The exchange offers and consent solicitations are
separate and distinct from the Tender Offers and Consent
Solicitations, and neither the Tender Offers and Consent
Solicitations nor the separate exchange offers and consent
solicitations are conditioned upon the consummation of such other
offer.
The Tender Offers and Consent Solicitations will each expire at
11:59 p.m. (New York City time) on December 13, 2017,
unless extended or earlier terminated by Verizon (such date and
time with respect to a Tender Offer and Consent Solicitation, as
the same may be extended with respect to such Tender Offer and
Consent Solicitation, 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 November 29, 2017, unless extended or
earlier terminated (such date and time with respect to a Tender
Offer and Consent Solicitation, as the same may be extended with
respect to such Tender Offer and Consent Solicitation, 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 (as defined below). All Holders whose
Notes (and, with respect to the Subsidiary Notes only, related
consents) are accepted in a Tender Offer and Consent Solicitation,
as applicable, will receive a cash payment equal to accrued and
unpaid interest on such Notes to, but not including, the Settlement
Date (as defined below) (the "Accrued Coupon Payment") in addition
to their Total Consideration or Tender Consideration, as
applicable. There is no separate consent payment for the
Consent Solicitations.
Notes may be validly withdrawn and, for purposes of the
Subsidiary Notes, consents to the applicable Proposed Amendments
may be validly revoked, at any time at or prior to the earlier of
(i) 5:00 p.m. (New York City
time) on November 29, 2017, unless extended with respect to
any Tender Offer and Consent Solicitation, or (ii) the
effectiveness of the supplemental indentures to the corresponding
Existing Indentures implementing the applicable Proposed
Amendments, but not thereafter.
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 the Waterfall Cap (as defined below). The
Tender Offers and Consent Solicitations are subject to the terms
and conditions described in the Offer to Purchase and Consent
Solicitation Statement, including (i) the Acceptance Priority
Procedures (as described below) and (ii) a $1.0 billion cap (the "Waterfall Cap") on
the total cash Verizon pays to purchase Notes validly tendered
under the Tender Offers and Consent Solicitations (excluding the
applicable Accrued Coupon Payments).
On the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation Statement, Verizon is
offering to purchase the following outstanding securities for the
consideration described below:
Acceptance
Priority Level
|
CUSIP
Number(s)
|
Issuer(1)
|
Title of
Security
|
Principal
Amount
Outstanding
|
Early
Participation Payment(2)
|
Reference U.S.
Treasury
Security(3)
|
Bloomberg
Reference Page
|
Fixed
Spread
(Basis
Points)(3)
|
Hypothetical
Total
Consideration(4)
|
1
|
362320BA0
|
GTE LLC
|
6.940% Debentures
due
2028†
|
$315,309,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
150
|
$1,258.20
|
2
|
362320AT0
|
GTE LLC
|
8.750% Debentures
due
2021*†
|
$192,879,000
|
$50
|
2.000% due
10/31/2022
|
FIT1
|
60
|
$1,222.64
|
3
|
92344XAB5
|
Verizon New York
Inc.
|
7.375% Debentures
due
2032†
|
$201,579,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
180
|
$1,340.87
|
4
|
020039DC4
|
Alltel
Corporation
|
7.875% Senior Notes
due
2032†
|
$173,779,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
165
|
$1,419.76
|
5
|
644239AY1
|
Verizon New England
Inc.
|
7.875% Debentures
due
2029*†
|
$145,697,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
160
|
$1,366.48
|
6
|
020039AJ2
|
Alltel
Corporation
|
6.800% Debentures
due
2029†
|
$138,677,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
145
|
$1,271.57
|
7
|
645767AY0
|
Verizon New Jersey
Inc.
|
8.000% Debentures
due
2022†
|
$111,392,000
|
$50
|
2.000% due
10/31/2022
|
FIT1
|
65
|
$1,220.53
|
8
|
645767AW4
|
Verizon New Jersey
Inc.
|
7.850% Debentures
due
2029*†
|
$51,335,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
160
|
$1,364.12
|
9
|
650094CJ2
|
Verizon New York
Inc.
|
6.500% Debentures
due
2028†
|
$69,404,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
150
|
$1,221.04
|
10
|
92344WAB7
|
Verizon Maryland
LLC
|
5.125% Debentures
due
2033†
|
$152,911,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
145
|
$1,093.47
|
11
|
92343VBT0
|
Verizon
Communications Inc.
|
6.550% Notes due
2043
|
$1,145,489,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
175
|
$1,293.66
|
|
|
|
|
|
|
|
|
|
|
12
|
92344GAM8/ 92344GAC0
|
Verizon
Communications Inc.
|
7.750% Notes due
2030
|
$563,180,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
165
|
$1,372.44
|
13
|
92343VAK0
|
Verizon
Communications Inc.
|
6.400% Notes due
2038
|
$363,554,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
175
|
$1,235.89
|
14
|
92343VBS2
|
Verizon
Communications Inc.
|
6.400% Notes due
2033
|
$444,500,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
135
|
$1,252.47
|
15
|
92343VAP9
|
Verizon
Communications Inc.
|
6.900% Notes due
2038
|
$206,855,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
175
|
$1,302.70
|
16
|
92343VAR5
|
Verizon
Communications Inc.
|
8.950% Notes due
2039
|
$108,862,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
185
|
$1,567.86
|
17
|
92344GAX4
|
Verizon
Communications Inc.
|
5.850% Notes due
2035
|
$502,452,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
155
|
$1,178.22
|
18
|
92343VAW4
|
Verizon
Communications Inc.
|
6.000% Notes due
2041
|
$253,267,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
185
|
$1,183.89
|
19
|
92343VAU8
|
Verizon
Communications Inc.
|
7.350% Notes due
2039
|
$153,447,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
185
|
$1,355.22
|
20
|
92344GAS5
|
Verizon
Communications Inc.
|
7.750% Notes due
2032
|
$159,514,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
185
|
$1,378.36
|
21
|
92343VAF1
|
Verizon
Communications Inc.
|
6.250% Notes due
2037
|
$305,309,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
170
|
$1,217.73
|
22
|
92343VBZ6
|
Verizon
Communications Inc.
|
5.050% Notes due
2034**
|
$262,895,000
|
$50
|
2.750% due
8/15/2047
|
FIT1
|
145
|
$1,086.93
|
23
|
362320AZ6
|
GTE LLC
|
6.840% Debentures
due
2018†
|
$273,441,000
|
$50
|
1.500% due
10/31/2019
|
FIT1
|
10
|
$1,016.66
|
24
|
165087AN7
|
Verizon Virginia
LLC
|
7.875% Debentures
due
2022†
|
$56,009,000
|
$50
|
2.000% due
10/31/2022
|
FIT1
|
70
|
$1,195.91
|
25
|
078167BA0
|
Verizon Pennsylvania
LLC
|
8.750% Debentures
due
2031†
|
$36,009,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
175
|
$1,478.46
|
26
|
078167AZ6
|
Verizon Pennsylvania
LLC
|
8.350% Debentures
due
2030†
|
$31,343,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
170
|
$1,427.25
|
27
|
165069AP0
|
Verizon Maryland
LLC
|
8.000% Debentures
due
2029*†
|
$27,358,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
160
|
$1,376.14
|
28
|
165069AQ8
|
Verizon Maryland
LLC
|
8.300% Debentures
due
2031*†
|
$21,314,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
175
|
$1,430.92
|
29
|
07786DAA4
|
Verizon Pennsylvania
LLC
|
6.000% Debentures
due
2028†
|
$55,875,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
155
|
$1,182.70
|
30
|
165087AL1
|
Verizon Virginia
LLC
|
8.375% Debentures
due
2029†
|
$9,031,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
160
|
$1,410.17
|
31
|
252759AM7
|
Verizon Delaware
LLC
|
8.625% Debentures
due
2031†
|
$2,381,000
|
$50
|
2.250% due
11/15/2027
|
FIT1
|
175
|
$1,469.73
|
_______________________
|
(1)
|
See Annex A of the
Offer to Purchase and Consent Solicitation Statement for a list of
original issuer names, as applicable.
|
(2)
|
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 for any such series accepted by us, which is equal to
the Total Consideration minus the Early Participation
Payment (with respect to such series, the "Tender
Consideration").
|
(3)
|
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
the Price Determination Date (as defined below). See
"Description of the Tender Offers and Consent
Solicitations—Determination of Consideration" in the Offer to
Purchase and Consent Solicitation Statement. The Total
Consideration does not include the applicable Accrued Coupon
Payment, which will be payable in cash in addition to the
applicable Total Consideration. There is no separate consent
payment for the Consent Solicitations.
|
(4)
|
Per $1,000 principal
amount of Notes, assuming that the Reference Yield (as defined in
the Offer to Purchase and Consent Solicitation Statement) had been
measured at 11:00 a.m., New York City time, on November 14,
2017 and assuming a hypothetical settlement date of
December 15, 2017. The hypothetical Total Consideration
includes the applicable Early Participation Payment, but excludes
the applicable Accrued Coupon Payment.
|
*
|
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 accompanying Letter of Transmittal (as defined in the Offer to
Purchase and Consent Solicitation Statement). With respect to
the Certificated Notes, all references to the Offer to Purchase and
Consent Solicitation Statement herein shall also include 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 Par Call Date (as defined in the Offer to Purchase and
Consent Solicitation Statement). See "Summary—Determination
of Consideration" in the Offer to Purchase and Consent Solicitation
Statement.
|
†
|
Denotes a series of
Subsidiary Notes subject to the Consent Solicitations. See
"The Proposed Amendments" in the Offer to Purchase and Consent
Solicitation Statement.
|
Subject to the satisfaction or waiver of the conditions of the
Tender Offers and Consent Solicitations, 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 31),
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 that of 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.
The "Settlement Date," if any, is the date on which Verizon will
settle all Notes validly tendered and accepted for purchase,
subject to all conditions having been satisfied or waived by
Verizon. The Settlement Date is expected to be the second business
day following the applicable Expiration Date, unless extended with
respect to any Tender Offer and Consent Solicitation.
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 Settlement Date.
Promptly after 11:00 a.m.
(New York City time) on
November 30, 2017, unless extended with respect to a Tender
Offer and Consent Solicitation (such date and time with respect to
a Tender Offer and Consent Solicitation, as the same may be
extended with respect to such Tender Offer and Consent
Solicitation, the "Price Determination Date"), Verizon will issue a
press release specifying, among other things, the Offer Yield (as
defined in the Offer to Purchase and Consent Solicitation
Statement) and the Total Consideration for each series of
Notes.
Verizon has retained Goldman Sachs & Co. LLC and J.P. Morgan
Securities LLC to act as lead dealer managers and lead solicitation
agents for the Tender Offers and Consent Solicitations and Loop
Capital Markets LLC and Samuel A.
Ramirez & Company, Inc. to act as co-dealer managers and
co-solicitation agents for the Tender Offers and Consent
Solicitations. Questions regarding terms and conditions of
the Tender Offers and Consent Solicitations should be directed to
Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212)
357-1452 (collect), or J.P. Morgan at (866) 834-4666 (toll-free) or
(212) 834-4811 (collect).
Global Bondholder Services Corporation will act as the Tender
Agent and the Information Agent for the Tender Offers and Consent
Solicitations. Questions or requests for assistance related
to the Tender Offers and Consent Solicitations 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 Tender Offers and Consent Solicitations.
If Verizon terminates any Tender Offer and Consent Solicitation
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 Tender Offer and
Consent Solicitation 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 Tender
Offers and Consent Solicitations 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 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 Tender Offers and Consent
Solicitations are being made solely pursuant to the Offer
Documents. The Tender Offers and Consent Solicitations 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 Tender Offers and Consent Solicitations to be made by a
licensed broker or dealer, the Tender Offers and Consent
Solicitations 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) any Member State of the European Economic Area 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
circumstances 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.
Media contact:
Bob
Varettoni
908-559-6388
robert.a.varettoni@verizon.com
Related Links
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http://www.verizonenterprise.com/
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SOURCE Verizon