Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced that, in connection with the Offers (as defined below),
all Notes (as defined below) validly tendered and not validly
withdrawn at or prior to the Early Participation Date (as defined
below) that have (i) an Acceptance Priority Level of 4 or higher
will be accepted for purchase and (ii) an Acceptance Priority Level
lower than 4 will not be accepted for purchase, in accordance with
the terms of the Offer to Purchase (as defined below). As a result,
the Waterfall Cap (as defined below) will be increased from a total
cash amount of up to $4.0 billion to a total cash amount of up to
approximately $4.8 billion. Verizon today also announced the early
participation results, as of 5:00 p.m. (Eastern time) on November
8, 2021 (the “Early Participation Date”), of its previously
announced 15 separate offers to purchase the outstanding series of
notes listed in the table below (collectively, the “Notes”) for a
total cash amount of up to the Waterfall Cap. We refer to each
offer to purchase a series of Notes for cash as an “Offer” and,
collectively, as the “Offers.” The Offers are made on the terms and
subject to the conditions set forth in the Offer to Purchase dated
October 26, 2021 (the “Offer to Purchase”).
Withdrawal rights for the Offers expired at 5:00 p.m. (Eastern
time) on November 8, 2021. The Offers will each expire at 5:00 p.m.
(Eastern time) on November 24, 2021, unless extended or earlier
terminated by Verizon (the “Expiration Date”).
Verizon’s obligation to accept Notes tendered in the Offers is
subject to the terms and conditions described in the Offer to
Purchase, including, among other things, (i) the Acceptance
Priority Procedures (as described in Verizon’s press release dated
October 26, 2021 announcing the Offers (the “Launch Press
Release”)) and (ii) a cap of originally $4.0 billion, which has now
been increased to approximately $4.8 billion, on the Total
Consideration (as defined in the Launch Press Release) and/or
Tender Consideration (as defined in the Launch Press Release) to be
paid in all of the Offers (the “Waterfall Cap”). The Accrued Coupon
Payment (as defined in the Launch Press Release) is excluded from
the Waterfall Cap. The Offers are not conditioned on any minimum
amount of Notes being tendered, and none of the Offers is
conditioned on the consummation of any of the other Offers.
All conditions to the Offers were deemed satisfied by Verizon by
the Early Participation Date, or timely waived by Verizon.
Accordingly, Verizon will settle all Notes validly tendered at or
prior to the Early Participation Date and accepted for purchase, on
November 10, 2021 (the “Early Settlement Date”). Because the
aggregate principal amount of Notes validly tendered at or prior to
the Early Participation Date exceeded the Waterfall Cap, there will
be no Final Settlement Date, and no Notes tendered after the Early
Participation Date will be accepted for purchase. Notes tendered
and not purchased on the Early Settlement Date will be returned
promptly after the Early Settlement Date.
Verizon was advised by Global Bondholder Services Corporation,
as the Information Agent and the Tender Agent, that as of the Early
Participation Date, the aggregate principal amounts of the Notes
specified in the table below were validly tendered and not validly
withdrawn:
Acceptance Priority Level |
|
CUSIP Number |
|
Title of Security |
|
Principal Amount Outstanding |
|
Principal Amount Tendered as of the Early Participation
Date |
|
Percentage of Amount Outstanding Tendered as of the Early
Participation Date |
1 |
|
92343VCM4 |
|
5.012% notes due 2054 |
|
$1,121,969,000 |
|
$294,851,000 |
|
26.28% |
2 |
|
92343VCZ5 |
|
4.672% notes due 2055 |
|
$1,687,975,000 |
|
$836,185,000 |
|
49.54% |
3 |
|
92343VDS0 |
|
5.012% notes due 2049 |
|
$1,044,017,000 |
|
$320,019,000 |
|
30.65% |
4 |
|
92343VCX0 |
|
4.522% notes due 2048 |
|
$3,659,599,000 |
|
$2,235,116,000 |
|
61.08% |
5 |
|
92343VCK8 |
|
4.862% notes due 2046 |
|
$3,505,989,000 |
|
$1,576,705,000 |
|
44.97% |
6 |
|
92343VDV3 |
|
5.500% notes due 2047 |
|
$566,109,000 |
|
$113,787,000 |
|
20.10% |
7 |
|
92343VBT0 |
|
6.550% notes due 2043 |
|
$805,189,000 |
|
$54,617,000 |
|
6.78% |
8 |
|
92343VBE3 |
|
4.750% notes due 2041 |
|
$614,071,000 |
|
$254,705,000 |
|
41.48% |
9 |
|
92343VBG8 |
|
3.850% notes due 2042 |
|
$892,453,000 |
|
$478,889,000 |
|
53.66% |
10 |
|
92343VAK0 |
|
6.400% notes due 2038 |
|
$276,645,000 |
|
$84,723,000 |
|
30.63% |
11 |
|
92343VAF1 |
|
6.250% notes due 2037 |
|
$274,853,000 |
|
$21,611,000 |
|
7.86% |
12 |
|
92343VDU5 |
|
5.250% notes due 2037 |
|
$1,349,758,000 |
|
$408,337,000 |
|
30.25% |
13 |
|
92343VDR2 |
|
4.812% notes due 2039 |
|
$1,434,838,000 |
|
$585,311,000 |
|
40.79% |
14 |
|
92344GAX4 |
|
5.850% notes due 2035 |
|
$427,379,000 |
|
$24,236,000 |
|
5.67% |
15 |
|
92343VCV4 |
|
4.272% notes due 2036 |
|
$2,556,699,000 |
|
$374,909,000 |
|
14.66% |
Promptly after 9:00 a.m. (Eastern time) today, November 9, 2021,
Verizon will issue a press release specifying, among other things,
(i) the aggregate principal amount of Notes accepted in each Offer,
(ii) the offer yield for each series of Notes, which is equal to
the sum of (a) the applicable reference yield, which shall be based
on the bid-side price of the applicable Reference U.S. Treasury
Security (specified in the Launch Press Release for such series of
Notes) as quoted on the Bloomberg reference page “FIT1” as of 9:00
a.m. Eastern time, today, November 9, 2021, plus (b) the fixed
spread for the applicable series of Notes, and (iii) the Total
Consideration for each series of Notes, which includes an early
participation payment of $50 per $1,000 principal amount of
Notes.
On November 10, 2021, holders of Notes validly tendered at or
prior to the Early Participation Date that are accepted for
purchase by Verizon will receive the applicable Total
Consideration, in cash, and an additional cash payment equal to the
accrued and unpaid interest on such Notes to, but not including,
the Early Settlement Date.
Verizon has retained BNP Paribas Securities Corp., Citigroup
Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo
Securities, LLC to act as lead dealer managers for the Offers and
Loop Capital Markets LLC, Mizuho Securities USA LLC, MUFG
Securities Americas Inc., CastleOak Securities, L.P., MFR
Securities, Inc. and Tigress Financial Partners, LLC to act as
co-dealer managers for the Offers. Questions regarding terms and
conditions of the Offers should be directed to BNP Paribas
Securities Corp. at (888) 210-4358 (toll-free) or (212) 841-3059
(collect), Citigroup Global Markets Inc. at (800) 558-3745
(toll-free) or (212) 723-6106 (collect), Goldman Sachs & Co.
LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect), or
Wells Fargo Securities at (866) 309-6316 (toll-free) or (704)
410-4756 (collect).
Global Bondholder Services Corporation is acting as the Tender
Agent and the Information Agent for the Offers. Questions or
requests for assistance related to the Offers or for additional
copies of the Offer to Purchase may be directed to Global
Bondholder Services Corporation at (866) 470-4300 (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.
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 to Purchase. 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
announcement 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.
Accordingly, in the United Kingdom, this communication is only
addressed to and directed at persons 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 high net worth companies and other
persons to whom it may lawfully be communicated falling within
Article 49(2)(a) to (d) 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”). Any person who is not a relevant person should
not act or rely on any document relating to the Offers or any of
their contents.
This communication and any other documents or materials relating
to the Offer are only addressed to and directed at persons in
member states of the European Economic Area (the “EEA”), who are
“Qualified Investors” within the meaning of Article 2(1)(e) of
Regulation (EU) 2017/1129. The Offer is only available to Qualified
Investors. None of the information in the Offer to Purchase and any
other documents and materials relating to the Offer should be acted
upon or relied upon in any member state of the EEA by persons who
are not Qualified Investors.
Each Holder participating in the Offers will give certain
representations in respect of the jurisdictions referred to above
and generally as set out herein. Any tender of Notes for purchase
pursuant to the Offers from a Holder that is unable to make these
representations will not be accepted. Each of Verizon, the Dealer
Managers, the Tender Agent and the Information Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Offers, whether
any such representation given by a Holder is correct and, if such
investigation is undertaken and as a result Verizon determines (for
any reason) that such representation is not correct, such tender
shall not be accepted.
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, including those discussed in the Offer to
Purchase under the heading “Risk Factors” and under similar
headings in other documents that are incorporated by reference in
the Offer to Purchase. Holders are urged to consider these risks
and uncertainties 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
Verizon Communications (NYSE:VZ)
Historical Stock Chart
From Mar 2024 to Apr 2024
Verizon Communications (NYSE:VZ)
Historical Stock Chart
From Apr 2023 to Apr 2024