Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the commencement of two separate transactions to exchange
certain series of its outstanding notes.
The Exchange
Offers
The first transaction consists of private offers to exchange the
7 outstanding series of notes listed in the first table below and
maturing from 2021 through 2024 (collectively, the “Short-Dated Old
Notes”), in each case, for newly issued notes of Verizon due 2030
(the “2030 New Notes”) (the “Short-Dated Exchange Offers”), on the
terms and subject to the conditions set forth in an offering
memorandum dated September 21, 2020 (the “Short-Dated Offering
Memorandum”), and the second transaction consists of private offers
to exchange the 10 outstanding series of notes listed in the second
table below and maturing from 2037 through 2055 (collectively, the
“Long-Dated Old Notes” and, together with the “Short-Dated Old
Notes, the “Old Notes”), in each case, for newly issued notes of
Verizon due 2056 (the “2056 New Notes” and, together with the 2030
New Notes, the “New Notes”) and, if applicable, for the Long-Dated
Cash Amount (as defined below) (the “Long-Dated Exchange Offers”
and, together with the Short-Dated Exchange Offers, the “Exchange
Offers”), on the terms and subject to the conditions set forth in
an offering memorandum dated September 21, 2020 (the “Long-Dated
Offering Memorandum” and, together with the Short-Dated Offering
Memorandum, the “Offering Memorandums”). The Short-Dated Offering
Memorandum and the accompanying short-dated eligibility letter
constitute the “Short-Dated Exchange Offer Documents”, and the
Long-Dated Offering Memorandum and the accompanying long-dated
eligibility letter constitute the “Long-Dated Exchange Offer
Documents,” which, together with the Short-Dated Exchange Offer
Documents, are referred to as the “Exchange Offer Documents”. Only
holders who have duly completed and returned an eligibility letter
certifying that they are either (1) “qualified institutional
buyers” (“QIBs”) (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 not acting for the account
or benefit of a U.S. Person and are “Non-U.S. qualified offerees”
(as defined in the eligibility letters) are authorized to receive
the Offering Memorandums and to participate in the Exchange Offers
(each such holder, an “Eligible Holder”).
The Exchange Offers will expire at 5:00 p.m. (Eastern time) on
October 26, 2020, unless extended or earlier terminated (such date
and time with respect to an Exchange Offer, as the same may be
extended with respect to such Exchange Offer, the “Expiration
Date”). To be eligible to receive the applicable Total Exchange
Price (as defined below), which includes the applicable Early
Participation Payment (as defined below), Eligible Holders must
validly tender their Old Notes at or prior to 5:00 p.m. (Eastern
time) on October 2, 2020, unless extended or earlier terminated
(such date and time with respect to an Exchange Offer, as the same
may be extended with respect to such Exchange Offer, the “Early
Participation Date”). Eligible Holders who validly tender their Old
Notes after the applicable Early Participation Date, but at or
prior to the applicable Expiration Date, will be eligible to
receive the applicable Exchange Price for any such series accepted,
which is equal to the Total Exchange Price for such series minus
the applicable Early Participation Payment. All Eligible Holders
whose Old Notes are accepted in an Exchange Offer will also receive
a cash payment equal to the accrued and unpaid interest on such Old
Notes to, but excluding, the relevant settlement date (as described
below) (the “Accrued Coupon Payment”) in addition to the Total
Exchange Price or Exchange Price, as applicable, payable for such
Old Notes. The Accrued Coupon Payment for any Old Notes exchanged
for New Notes at the Final Settlement Date (as defined below), if
any, will be reduced to offset any interest accrued on such New
Notes from the applicable Early Settlement Date (as defined below),
as further described in the Offering Memorandums.
Old Notes may be validly withdrawn at any time at or prior to
5:00 p.m. (Eastern time) on October 2, 2020, unless extended or
earlier terminated, but not thereafter.
For each of the Exchange Offers, Verizon is offering to accept
for exchange validly tendered Old Notes using the applicable
“waterfall” methodology under which such Old Notes of different
series will be accepted in the order of their respective Acceptance
Priority Levels as listed in the tables below, subject to an
initial $750 million cap on the maximum aggregate principal amount
of 2030 New Notes that Verizon will issue in all of the Short-Dated
Exchange Offers (the “Short-Dated New Notes Cap”) and an initial
$2.0 billion cap on the maximum aggregate principal amount of 2056
New Notes that Verizon will issue in all of the Long-Dated Exchange
Offers (the “Long-Dated New Notes Cap”, and, together with the
Short-Dated New Notes Cap, the “New Notes Cap”). However, Verizon,
in its sole discretion, has the option to increase the New Notes
Cap to the extent necessary to allow acceptance of one or more
series of Old Notes validly tendered and not validly withdrawn at
or prior to the applicable Early Participation Date up to a maximum
new Short-Dated New Notes Cap of $2.0 billion and new Long-Dated
New Notes Cap of $4.5 billion; and provided further that any
increase in the New Notes Cap shall in no way affect the operation
of the applicable Acceptance Priority Procedures (as described
below).
Each of the Exchange Offers is subject to the terms and
conditions described in the applicable Offering Memorandum,
including (i) the applicable Acceptance Priority Procedures, (ii)
the applicable New Notes Cap and (iii) only with respect to any
validly tendered Old Notes to be settled after the applicable Early
Settlement Date, a tax condition, which is satisfied as long as
Verizon determines, in its reasonable judgment, that it is highly
likely that the New Notes issuable in exchange for such Old Notes
will be issued in a “qualified reopening” for U.S. federal income
tax purposes, as determined on the applicable Short-Dated
Expiration Date (the “Tax Condition”). In addition, each of the
Exchange Offers is subject to a minimum issue requirement, pursuant
to which at the applicable Early Participation Date, in the case of
the Short-Dated Exchange Offers, the aggregate principal amount of
2030 New Notes to be issued on the applicable Early Settlement Date
must be at least $500 million (the “Short-Dated Minimum Issue
Requirement”) and, in the case of the Long-Dated Exchange Offers,
the aggregate principal amount of 2056 New Notes to be issued on
the Early Settlement Date must be at least $1 billion (the
“Long-Dated Minimum Issue Requirement” and, together with the
Short-Dated Minimum Issue Requirement, the “Minimum Issue
Requirement”). Verizon may not waive the Tax Condition or the
Minimum Issue Requirement.
Provided that all conditions to each of the Exchange Offers have
been satisfied or waived by Verizon by the applicable Early
Participation Date, all Old Notes validly tendered at or prior to
the applicable Early Participation Date and accepted for exchange
in such Exchange Offers will be settled on the second business day
after the applicable Early Participation Date (the “Early
Settlement Date”). The “Final Settlement Date,” if any, is the date
on which Verizon will settle all Old Notes validly tendered and
accepted for exchange in such Exchange Offers, and not previously
settled on the applicable Early Settlement Date. The Final
Settlement Date is expected to be the second business day after the
applicable Expiration Date, unless extended with respect to any
Exchange Offer.
Short-Dated Exchange Offers
On the terms and subject to the conditions set forth in the
Short-Dated Offering Memorandum, Verizon is offering to exchange
the following outstanding notes for the 2030 New Notes in an
aggregate principal amount not to exceed the Short-Dated New Notes
Cap (subject to any increase in such Short-Dated New Notes Cap at
Verizon’s discretion) as described below:
Acceptance Priority Level |
CUSIP Number(s) |
Title of Security |
Principal Amount Outstanding |
Short-Dated Early Participation
Payment(1) |
Reference U.S. Treasury
Security(2) |
Bloomberg
ReferencePage |
Short-Dated Fixed Spread (basis
points) (2) |
Floating Rate Note Total Exchange
Price(3) |
1 |
92343VCC6 |
3.450% notes due 2021 |
$596,603,000 |
$50 |
0.125% due Aug. 31, 2022 |
FIT1 |
+5 |
N/A |
2 |
92343VDX9 |
Floating Rate notes due 2022 |
$1,191,927,000 |
$50 |
N/A |
N/A |
N/A |
$1,017.00 |
3 |
92343VBR4 |
5.150% notes due 2023 |
$3,565,668,000 |
$50 |
0.125% due Sep. 15, 2023 |
FIT1 |
+30 |
N/A |
4 |
92343VDQ4/92343VDM3/ U9221AAS7 |
2.946% notes due 2022 |
$865,241,000 |
$50 |
0.125% due Aug. 31, 2022 |
FIT1 |
+5 |
N/A |
5 |
92343VBJ2 |
2.450% notes due 2022 |
$917,547,000 |
$50 |
0.125% due Aug. 31, 2022 |
FIT1 |
+5 |
N/A |
6 |
92343VBY9 |
4.150% notes due 2024 |
$669,270,000 |
$50 |
0.25% due Aug. 31, 2025 |
FIT1 |
+25 |
N/A |
7 |
92343VCR3 |
3.500% notes due 2024 |
$1,741,609,000 |
$50 |
0.25% due Aug. 31, 2025 |
FIT1 |
+25 |
N/A |
________(1) Payable
in principal amount of 2030 New Notes, as part of the applicable
Short-Dated Total Exchange Price (as defined below), per each
$1,000 principal amount of the specified series of Short-Dated Old
Notes validly tendered at or prior to the applicable Early
Participation Date and accepted for exchange (the “Short-Dated
Early Participation Payment”). The total consideration for each
$1,000 principal amount of each series of Short-Dated Old Notes
validly tendered at or prior to the applicable Early Participation
Date is referred to as the “Short-Dated Total Exchange Price” for
such series. Eligible Holders who validly tender Short-Dated Old
Notes of a series after the applicable Short-Dated Early
Participation Date, but at or prior to the applicable Short-Dated
Expiration Date, will receive the exchange consideration for any
such series accepted by us, which is equal to the Short-Dated Total
Exchange Price minus the applicable Short-Dated Early Participation
Payment (with respect to such series, the “Short-Dated Exchange
Price”).(2) The Short-Dated Total Exchange Price
payable per each $1,000 principal amount of a series of Short-Dated
Old Notes validly tendered for exchange other than the Floating
Rate Notes (as defined below) (the “Fixed Rate Notes”) will be
payable in a specified principal amount of 2030 New Notes and will
be based on the fixed spread specified in the table above (the
“Short-Dated Fixed Spread”) for the applicable series of Fixed Rate
Notes, plus the yield of the specified Reference U.S. Treasury
Security for that series (as quoted on the applicable Bloomberg
Reference Page listed in the table above) as of 9:00 a.m. (Eastern
time) on October 5, 2020, unless extended with respect to the
applicable Short-Dated Exchange Offer (such date and time with
respect to a Short-Dated Exchange Offer, as the same may be
extended with respect to such Short-Dated Exchange Offer, the
“Short-Dated Price Determination Date”). The Short-Dated Total
Exchange Price does not include the applicable Accrued Coupon
Payment, which will be payable in cash in addition to the
applicable Short-Dated Total Exchange Price.
(3) The Short-Dated Total Exchange Price payable
per each $1,000 principal amount of floating rate notes due 2022
(the “Floating Rate Notes”) validly tendered for exchange, which is
inclusive of the applicable Short-Dated Early Participation
Payment, will be payable in a specified principal amount of 2030
New Notes. Any Floating Rate Notes validly tendered after the
applicable Early Participation Date, but at or prior to the
applicable Expiration Date, and accepted by us, will receive the
Short-Dated Exchange Price, which is equal to the Short-Dated Total
Exchange Price listed above for the Floating Rate Notes minus the
applicable Short-Dated Early Participation Payment.
Subject to the satisfaction or waiver of the conditions of the
Short-Dated Exchange Offers, the “Acceptance Priority Procedures”
will operate as follows with respect to such Exchange Offers:
- first, if the
aggregate Short-Dated Total Exchange Price of all Short-Dated Old
Notes validly tendered at or prior to the applicable Early
Participation Date by Eligible Holders does not exceed the
Short-Dated New Notes Cap, then Verizon will accept all such
Short-Dated Old Notes. However, if the aggregate Short-Dated Total
Exchange Price of all Short-Dated Old Notes validly tendered at or
prior to the applicable Short-Dated Early Participation Date by
Short-Dated Eligible Holders exceeds the Short-Dated New Notes Cap
(subject to any increase in such Short-Dated New Notes Cap at
Verizon’s discretion), then Verizon will (i) accept for exchange
all validly tendered Short-Dated Old Notes of each series starting
at the highest Acceptance Priority Level (level 1) and moving
sequentially to Short-Dated Old Notes of each series having a lower
Acceptance Priority Level (the lowest of which is level 7) until
the aggregate Short-Dated Total Exchange Price of all validly
tendered Short-Dated Old Notes of a series, combined with the
aggregate Short-Dated Total Exchange Price of all accepted
Short-Dated Old Notes of series with higher Acceptance Priority
Levels, is as close as possible to, but does not exceed, the
Short-Dated New Notes Cap, (ii) accept on a prorated basis validly
tendered Short-Dated Old Notes of the series with the next lower
Acceptance Priority Level and (iii) not accept for exchange (x) any
such Short-Dated Old Notes of a series with an Acceptance Priority
Level below that of the prorated series or (y) any Short-Dated Old
Notes validly tendered after the applicable Early Participation
Date; and
- second, if the
Short-Dated New Notes Cap is not exceeded at the applicable Early
Participation Date, Verizon will repeat the steps described in the
prior bullet using the Short-Dated Exchange Price with respect to
Short-Dated Old 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
Short-Dated Old Notes that Verizon will accept for exchange. All
Short-Dated Old Notes, regardless of Acceptance Priority Level,
that are validly tendered at or prior to the applicable Early
Participation Date will have priority over any Short-Dated Old
Notes validly tendered after the applicable Early Participation
Date.
Both the Total Exchange Price and the Exchange Price payable
with respect to a series of Short-Dated Old Notes are payable in
principal amount of 2030 New Notes.
The 2030 New Notes will mature on October 30, 2030 and will bear
interest at a rate per annum (the “2030 New Notes Coupon”) that
will be equal to the sum of (a) the yield of the 0.625% U.S.
Treasury Security due August 15, 2030, as calculated by the lead
dealer managers in accordance with standard market practice and as
described in the Short-Dated Offering Memorandum, plus (b) 95 basis
points, such sum rounded to the third decimal place when expressed
as a percentage. Pursuant to the Short-Dated Minimum Issue
Requirement, Verizon will not complete the Short-Dated
Exchange Offers if the aggregate principal amount of 2030 New Notes
to be issued on the applicable Early Settlement Date would be less
than $500 million.
Promptly after the Short-Dated Price Determination Date, Verizon
will issue a press release specifying, among other things, (i) the
Short-Dated Total Exchange Price for each series of Fixed Rate
Notes, (ii) the 2030 New Notes Coupon, (iii) the aggregate
principal amount of Short-Dated Old Notes validly tendered at or
prior to the applicable Early Participation Date and accepted for
exchange in each Short-Dated Exchange Offer, (iv) the proration
factor (if any) to be applied and (v) the aggregate principal
amount of 2030 New Notes to be issued on the applicable Short-Dated
Early Settlement Date.
Long-Dated Exchange Offers
On the terms and subject to the conditions set forth in the
Long-Dated Offering Memorandum, Verizon is offering to exchange the
following outstanding notes for (i) the 2056 New Notes in an
aggregate principal amount not to exceed the Long-Dated New Notes
Cap (subject to any increase in such Long-Dated New Notes Cap at
Verizon’s discretion), and (ii) the applicable Long-Dated Cash
Amount, if any, as described below:
Acceptance Priority Level |
CUSIP Number |
Title of Security |
Principal Amount Outstanding |
Long-Dated Early Participation
Payment(1) |
Reference U.S. Treasury
Security(2) |
Bloomberg
ReferencePage |
Long-Dated Fixed Spread (basis
points) (2) |
Long-Dated Cash
Amount(2)(3) |
1 |
92343VDV3 |
5.500% notes due 2047 |
$1,201,232,000 |
$50 |
1.25% due May 15, 2050 |
FIT1 |
+126 |
$63 |
2 |
92343VBT0 |
6.550% notes due 2043 |
$951,529,000 |
$50 |
1.25% due May 15, 2050 |
FIT1 |
+125 |
$214 |
3 |
92343VDU5 |
5.250% notes due 2037 |
$2,821,045,000 |
$50 |
1.25% due May 15, 2050 |
FIT1 |
+90 |
$185 |
4 |
92343VDS0 |
5.012% notes due 2049 |
$2,523,231,000 |
$50 |
1.25% due May 15, 2050 |
FIT1 |
+125 |
$281 |
5 |
92343VCZ5 |
4.672% notes due 2055 |
$2,040,611,000 |
$50 |
1.25% due May 15, 2050 |
FIT1 |
+135 |
$210 |
6 |
92343VCK8 |
4.862% notes due 2046 |
$3,891,529,000 |
$50 |
1.25% due May 15, 2050 |
FIT1 |
+124 |
$81 |
7 |
92343VCX0 |
4.522% notes due 2048 |
$4,116,902,000 |
$50 |
1.25% due May 15, 2050 |
FIT1 |
+121 |
$252 |
8 |
92343VDR2 |
4.812% notes due 2039 |
$1,546,295,000 |
$50 |
1.25% due May 15, 2050 |
FIT1 |
+101 |
$178 |
9 |
92343VCM4 |
5.012% notes due 2054 |
$1,208,915,000 |
$50 |
1.25% due May 15, 2050 |
FIT1 |
+132 |
$231 |
10 |
92343VDC5 |
4.125% notes due 2046 |
$1,136,004,000 |
$50 |
1.25% due May 15, 2050 |
FIT1 |
+120 |
$0 |
________(1) Payable
in principal amount of Long-Dated New Notes, as part of the
applicable Long-Dated Total Exchange Price (as defined below), per
each $1,000 principal amount of the specified series of Long-Dated
Old Notes validly tendered at or prior to the applicable Early
Participation Date and accepted for exchange (the “Long-Dated Early
Participation Payment” and, together with the Short-Dated Early
Participation Payment, the “Early Participation Payment”). The
total consideration for each $1,000 principal amount of each series
of Long-Dated Old Notes validly tendered at or prior to the
applicable Early Participation Date is referred to as the
“Long-Dated Total Exchange Price” for such series and, together
with the Short-Dated Total Exchange Price, as the “Total Exchange
Price”. Eligible Holders who validly tender Long-Dated Old Notes of
a series after the applicable Early Participation Date, but at or
prior to the applicable Expiration Date, will receive the exchange
consideration for any such series accepted by us, which is equal to
the Long-Dated Total Exchange Price minus the applicable Long-Dated
Early Participation Payment (with respect to such series, the
“Long-Dated Exchange Price” and, together with the Short-Dated
Exchange Price, the “Exchange Price”).(2) The
Long-Dated Total Exchange Price payable per each $1,000 principal
amount of a series of Long-Dated Old Notes validly tendered for
exchange will be payable in (i) a specified principal amount of
2056 New Notes and (ii) the applicable Long-Dated Cash Amount, if
any, and will be based on the fixed spread specified in the table
above (the “Long-Dated Fixed Spread”) for the applicable series of
Long-Dated Old Notes, plus the yield of the specified Reference
U.S. Treasury Security for that series (as quoted on the applicable
Bloomberg Reference Page listed in the table above) as of 9:00 a.m.
(Eastern time) on October 5, 2020, unless extended with respect to
the applicable Long-Dated Exchange Offer (such date and time with
respect to a Long-Dated Exchange Offer, as the same may be extended
with respect to such Long-Dated Exchange Offer, the “Long-Dated
Price Determination Date”). The Long-Dated Total Exchange Price
does not include the applicable Accrued Coupon Payment, which will
be payable in cash in addition to the applicable Long-Dated Total
Exchange Price. (3) The cash payment payable as a portion of
the Long-Dated Total Exchange Price for each series of Long-Dated
Old Notes is equal to the amount shown in this column per each
$1,000 principal amount of such series of Long-Dated Old Notes
validly tendered at or prior to the applicable Expiration Date and
accepted for exchange (the “Long-Dated Cash Amount”). The
Long-Dated Cash Amount does not include the applicable Long-Dated
Accrued Coupon Payment on the Long-Dated Old Notes accepted for
exchange, which will be payable in addition to the applicable
Long-Dated Total Exchange Price or Long-Dated Exchange Price.
Subject to the satisfaction or waiver of the conditions of the
Long-Dated Exchange Offers, the “Acceptance Priority Procedures”
will operate as follows with respect to such Exchange Offers:
- first, if the
aggregate Long-Dated Total Exchange Price minus the aggregate
Long-Dated Cash Amount of all Long-Dated Old Notes validly tendered
at or prior to the applicable Early Participation Date by Eligible
Holders does not exceed the Long-Dated New Notes Cap, then Verizon
will accept all such Long-Dated Old Notes. However, if the
aggregate Long-Dated Total Exchange Price minus the aggregate
Long-Dated Cash Amount of all Long-Dated Old Notes validly tendered
at or prior to the applicable Early Participation Date by Eligible
Holders exceeds the Long-Dated New Notes Cap (subject to any
increase in such Long-Dated New Notes Cap at Verizon’s discretion),
then Verizon will (i) accept for exchange all validly tendered
Long-Dated Old Notes of each series starting at the highest
Acceptance Priority Level (level 1) and moving sequentially to
Long-Dated Old Notes of each series having a lower Acceptance
Priority Level (the lowest of which is level 10) until the
aggregate Long-Dated Total Exchange Price minus the aggregate
Long-Dated Cash Amount of all validly tendered Long-Dated Old Notes
of a series, combined with the aggregate Long-Dated Total Exchange
Price minus the aggregate Long-Dated Cash Amount of all accepted
Long-Dated Old Notes of series with higher Acceptance Priority
Levels, is as close as possible to, but does not exceed, the
Long-Dated New Notes Cap, (ii) accept on a prorated basis validly
tendered Long-Dated Old Notes of the series with the next lower
Acceptance Priority Level and (iii) not accept for exchange (x) any
such Long-Dated Old Notes of a series with an Acceptance Priority
Level below that of the prorated series or (y) any Long-Dated Old
Notes validly tendered after the applicable Early Participation
Date; and
- second, if the
Long-Dated New Notes Cap is not exceeded at the applicable Early
Participation Date, Verizon will repeat the steps described in the
prior bullet using the Long-Dated Exchange Price minus the
aggregate Long-Dated Cash Amount with respect to Long-Dated Old
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 Long-Dated Old
Notes that Verizon will accept for exchange. All Long-Dated Old
Notes, regardless of Acceptance Priority Level, that are validly
tendered at or prior to the applicable Early Participation Date
will have priority over any Long-Dated Old Notes validly tendered
after the applicable Early Participation Date.
Both the Total Exchange Price and the Exchange Price payable
with respect to a series of Long-Dated Old Notes are payable in
principal amount of 2056 New Notes and the applicable Long-Dated
Cash Amount, if any. With respect to each of the Long-Dated
Exchange Offers, Verizon may elect to decrease the principal amount
of 2056 New Notes exchangeable for each $1,000 principal amount of
the applicable Long-Dated Old Notes tendered and accepted by up to
$100 per $1,000 principal amount, with a corresponding increase or
decrease in the applicable Long-Dated Cash Amount. Such adjustments
would affect the composition, but not the amount, of the Long-Dated
Total Exchange Price and the Long-Dated Exchange Price for the
applicable Long-Dated Old Notes and, at Verizon’s option, may be
different for (i) Long-Dated Old Notes tendered and accepted for
exchange at or prior to the applicable Early Participation Date and
(ii) Long-Dated Old Notes tendered and accepted for exchange after
the applicable Early Participation Date. Any such election will be
announced at or around the Long-Dated Price Determination Date.
The 2056 New Notes will mature on October 30, 2056 and will bear
interest at a rate per annum (the “2056 New Notes Coupon”) that
will be equal to the sum of (a) the yield of the 1.25% U.S.
Treasury Security due May 15, 2050, as calculated by the lead
dealer managers in accordance with standard market practice and as
described in the Long-Dated Offering Memorandum, plus (b) 145 basis
points, such sum rounded to the third decimal place when expressed
as a percentage. Pursuant to the Long-Dated Minimum Issue
Requirement, Verizon will not complete the Long-Dated Exchange
Offers if the aggregate principal amount of 2056 New Notes to be
issued on the applicable Early Settlement Date would be less than
$1 billion.
Promptly after the Long-Dated Price Determination Date, Verizon
will issue a press release specifying, among other things, (i) the
Long-Dated Total Exchange Price for each series of Long-Dated Old
Notes, (ii) the 2056 New Notes Coupon, (iii) the aggregate
principal amount of Long-Dated Old Notes validly tendered at or
prior to the applicable Early Participation Date and accepted for
exchange in each Long-Dated Exchange Offer, (iv) the proration
factor (if any) to be applied, (v) the aggregate principal amount
of 2056 New Notes to be issued on the applicable Early Settlement
Date and (vi) the Long-Dated Cash Amount payable for certain series
of Long-Dated Old Notes on the applicable Early Settlement
Date.
Registration of the New Notes
If and when issued, the New Notes will not be registered under
the Securities Act or any other laws. Therefore, the New Notes may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws. Verizon
will enter into a registration rights agreement with respect to the
New Notes.
Global Bondholder Services Corporation will act as the
Information Agent and the Exchange Agent for the Exchange Offers.
Questions or requests for assistance related to the Exchange
Offers, including for assistance in completing an eligibility
letter, or for additional copies of the Exchange 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 Exchange Offers. The
eligibility letter for the Short-Dated Exchange Offers can be
accessed at the following link
http://www.gbsc-usa.com/eligibility/verizonshort, and the
eligibility letter for the Long-Dated Exchange Offers can be
accessed at the following link
http://www.gbsc-usa.com/eligibility/verizonlong.
If Verizon terminates any Exchange Offer with respect to one or
more series of Old Notes, it will give prompt notice to the
Exchange Agent and all Old Notes tendered pursuant to such
terminated Exchange Offer will be returned promptly to the
tendering holders thereof. With effect from such termination, any
Old Notes blocked in the Depositary Trust Company will be
released.
Eligible Holders are advised to check
with any bank, securities broker or other intermediary through
which they hold Old Notes as to
when such intermediary needs to receive instructions from a holder
in order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Exchange Offers before the
deadlines specified herein and in the Exchange
Offer Documents, as applicable.
The deadlines set by any such intermediary
and each clearing system for the submission and
withdrawal of exchange instructions will also be
earlier than the relevant deadlines specified herein and in
the Exchange Offer
Documents, as
applicable.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Old Notes. The Exchange Offers are being made
solely pursuant to the Offering Memorandums, as applicable, and
related documents. The Exchange Offers are not being made to
holders of Old 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 Exchange
Offers to be made by a licensed broker or dealer, the Exchange
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 directed at 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
and the United Kingdom, qualified investors within the meaning of
the Prospectus Regulation 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 high net worth
companies, and other persons to whom financial promotions may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Financial Promotion Order (such persons together being
“relevant persons”). The New Notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such New Notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on either the Offering Memorandums or any of its contents. For
purposes of the foregoing, the “Prospectus Regulation” means
Regulation (EU) 2017/1129, as amended.
Cautionary Statement Regarding
Forward-Looking Statements
In this communication Verizon has 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
that could cause actual results to differ materially from those
currently anticipated. Factors that could materially affect these
forward-looking statements can be found in each of the Offering
Memorandums under the heading “Risk Factors” and in our periodic
reports filed with the SEC. Eligible 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 Verizon undertakes 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.
Verizon cannot assure you that projected results or events will be
achieved.
Media contact:Eric
Wilkens201-572-9317eric.wilkens@verizon.com
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