Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the accepted amounts and pricing terms 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 approximately $4.9 billion. 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”).
The “Early Participation Date” was 5:00 p.m. (Eastern time) on
November 8, 2021. 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”).
As previously announced, 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Notes validly tendered and not validly withdrawn at or prior to the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. Accordingly, all
Notes validly tendered and not validly withdrawn at or prior to the
Early Participation Date with (i) an Acceptance Priority Level of 4
or higher have been accepted for purchase and (ii) an Acceptance
Priority Level lower than 4 have not been accepted for
purchase.
The table below indicates, among other things, the aggregate
principal amount of Notes accepted in each Offer, the Offer Yield
(as defined below), and the total consideration for each $1,000
principal amount of each series of Notes validly tendered at or
prior to the Early Participation Date and accepted for purchase
(the “Total Consideration”), as calculated at 9:00 a.m. (Eastern
time) today, November 9, 2021 (the “Price Determination Date”) in
accordance with the terms of the Offer to Purchase:
Acceptance PriorityLevel |
CUSIPNumber |
Title of Security |
PrincipalAmountOutstanding |
Principal AmountTendered as of theEarlyParticipation
Date |
PrincipalAmountAccepted |
OfferYield(1) |
Total Consideration(2) |
1 |
92343VCM4 |
5.012% notes due 2054 |
$1,121,969,000 |
$294,851,000 |
$294,851,000 |
2.971% |
$1,425.66 |
2 |
92343VCZ5 |
4.672% notes due 2055 |
$1,687,975,000 |
$836,185,000 |
$836,185,000 |
3.001% |
$1,350.56 |
3 |
92343VDS0 |
5.012% notes due 2049 |
$1,044,017,000 |
$320,019,000 |
$320,019,000 |
2.921% |
$1,392.71 |
4 |
92343VCX0 |
4.522% notes due 2048 |
$3,659,599,000 |
$2,235,116,000 |
$2,235,116,000 |
2.921% |
$1,296.44 |
_________________________(1) The “Offer Yield” is
equal to the sum of (a) the applicable reference yield, as
calculated by the lead dealer managers, that equates to the
bid-side price of the applicable Reference U.S. Treasury Security
(specified in Verizon’s press release dated October 26, 2021
announcing the Offers (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, plus (b) the fixed spread for the
applicable series of Notes.(2) Payable per each
$1,000 principal amount of each specified series of Notes validly
tendered at or prior to the Early Participation Date and accepted
for purchase.
The applicable Total Consideration that will be paid on the
Early Settlement Date for each series of Notes accepted for
purchase includes an early participation payment of $50 per $1,000
principal amount of Notes, but does not include the applicable
Accrued Coupon Payment (as defined in the Launch Press Release),
which will be paid, in cash, in addition to the applicable Total
Consideration.
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
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