Verizon Communications Inc. (“Verizon”) (NYSE:VZ) (NASDAQ:VZ) today
announced the final results of its two previously announced related
transactions to repurchase 13 series of its outstanding notes.
Exchange Offers
The first transaction consisted of 13 separate private offers to
exchange (the “Exchange Offers”) any and all of the outstanding
series of notes listed in the table below (collectively, the “Old
Notes”) in exchange for Verizon’s new 4.329% notes due 2028 (the
“New Notes”), on the terms and subject to the conditions set forth
in the Offering Memorandum dated June 11, 2018 (the “Offering
Memorandum”), the eligibility letter (the “Eligibility Letter”) and
the accompanying exchange offer notice of guaranteed delivery (the
“Exchange Offer Notice of Guaranteed Delivery” which, together with
the Offering Memorandum and the Eligibility Letter, constitute the
“Exchange Offer Documents”).
The Exchange Offers expired at 5:00 p.m. (Eastern time) on June
15, 2018 (the “Exchange Offer Expiration Date”) and were settled
today, June 21, 2018.
On the terms and subject to the conditions set forth in the
Exchange Offer Documents, the table below provides the aggregate
principal amount of each series of Old Notes validly tendered and
not validly withdrawn at or prior to the Exchange Offer Expiration
Date (including any Old Notes (i) for which notices of guaranteed
delivery were validly delivered and (ii) that were validly
tendered, together with delivery of all other required documents,
at or prior to the Exchange Offer Guaranteed Delivery Date (as
defined in the Offering Memorandum)) and the aggregate principal
amount of each series of Old Notes that Verizon accepted in
connection with the Exchange Offers:
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CUSIP/ ISIN Number(s) |
Title of Security |
Principal Amount Outstanding |
Principal Amount Validly Tendered |
Principal Amount
Accepted |
92343VCH5 |
2.625%
notes due 2020 |
$991,486,000 |
$99,660,000 |
$99,660,000 |
92343VDZ4 |
Floating Rate Notes due 2020 |
$1,500,000,000 |
$432,853,000 |
$432,853,000 |
92343VCC6 |
3.450%
notes due 2021 |
$861,617,000 |
$72,201,000 |
$72,201,000 |
92343VAX2 |
4.600%
notes due 2021 |
$1,334,842,000 |
$207,125,000 |
$207,125,000 |
92343VDG6 |
1.750%
notes due 2021 |
$873,757,000 |
$131,946,000 |
$131,946,000 |
92343VCN2 |
3.000%
notes due 2021 |
$1,226,930,000 |
$157,831,000 |
$157,829,000* |
92343VBC7 |
3.500%
notes due 2021 |
$1,628,716,000 |
$255,727,000 |
$255,727,000 |
92343VDQ4 / |
2.946%
notes due 2022 |
$1,285,234,000 |
$297,549,000 |
$297,549,000 |
92343VDM3 / USU9221AAS79 |
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|
|
|
92343VDW1 |
3.125%
notes due 2022 |
$1,850,000,000 |
$382,785,000 |
$382,783,000* |
92343VDX9 |
Floating Rate Notes due 2022 |
$1,400,000,000 |
$70,123,000 |
$70,123,000 |
92343VBJ2 |
2.450%
notes due 2022 |
$1,464,954,000 |
$372,819,000 |
$372,819,000 |
92343VBR4 |
5.150%
notes due 2023 |
$5,702,898,000 |
$1,289,898,000 |
$1,289,898,000 |
92343VBY9 |
4.150% notes due 2024 |
$1,250,000,000 |
$377,086,000 |
$377,086,000 |
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____________*
Principal amount validly tendered exceeds principal amount accepted
due to receipt of a tender that would have caused a holder to
receive less than $2,000 principal amount of New Notes.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Verizon issued $4,251,527,000 aggregate
principal amount of New Notes to pay the aggregate Total Exchange
Price (as defined in the Offering Memorandum) for the Old Notes
accepted in the Exchange Offers.
The New Notes have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or any state securities
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 has entered into a
registration rights agreement with respect to the New Notes.
Only holders who had duly completed and returned an Eligibility
Letter certifying that they were either (1) a “qualified
institutional buyer” (as defined in Rule 144A under the Securities
Act) or (2) a person located outside the United States who is (i)
not a “U.S. person” (as defined in Rule 902 under the Securities
Act), (ii) not acting for the account or benefit of a U.S. person
and (iii) a “Non-U.S. qualified offeree” (as defined below), were
authorized to receive the Offering Memorandum and to participate in
the Exchange Offers (such holders, “Exchange Offer Eligible
Holders”).
Global Bondholder Services Corporation acted as the Information
Agent and the Exchange Agent for the Exchange Offers. Questions or
requests for assistance related to the Exchange Offers 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.
Cash Offers
The second transaction consisted of 13 separate offers to
purchase for cash (the “Cash Offers”) any and all of each series of
Old Notes, on the terms and subject to the conditions set forth in
the Offer to Purchase dated June 11, 2018, as amended by Verizon’s
press release dated June 18, 2018 (the “Offer to Purchase”), the
certification instructions letter (the “Certification Instructions
Letter”) and the accompanying cash offer notice of guaranteed
delivery (the “Cash Offer Notice of Guaranteed Delivery” which,
together with the Offer to Purchase and the Certification
Instructions Letter, constitute the “Cash Offer Documents” and,
collectively with the Exchange Offer Documents, the “Offer
Documents”).
The Cash Offers expired at 5:00 p.m. (Eastern time) on June 15,
2018 (the “Cash Offer Expiration Date”) and were settled today,
June 21, 2018.
On the terms and subject to the conditions set forth in the Cash
Offer Documents, the table below provides the aggregate principal
amount of each series of Old Notes validly tendered and not validly
withdrawn at or prior to the Cash Offer Expiration Date (including
any Old Notes (i) for which notices of guaranteed delivery were
validly delivered and (ii) that were validly tendered, together
with delivery of all other required documents, at or prior to the
Cash Offer Guaranteed Delivery Date (as defined in the Offer to
Purchase)) and the aggregate principal amount of each series of Old
Notes that Verizon accepted in connection with the Cash Offers:
|
|
|
|
|
CUSIP/ ISIN Number(s) |
Title of Security |
Principal Amount Outstanding |
Principal Amount Validly Tendered |
Principal Amount Accepted |
92343VCH5 |
2.625% notes due 2020 |
$991,486,000 |
$39,272,000 |
$39,272,000 |
92343VDZ4 |
Floating Rate Notes due 2020 |
$1,500,000,000 |
$28,839,000 |
$28,839,000 |
92343VCC6 |
3.450% notes due 2021 |
$861,617,000 |
$33,800,000 |
$33,800,000 |
92343VAX2 |
4.600% notes due 2021 |
$1,334,842,000 |
$24,779,000 |
$24,779,000 |
92343VDG6 |
1.750% notes due 2021 |
$873,757,000 |
$17,725,000 |
$17,725,000 |
92343VCN2 |
3.000% notes due 2021 |
$1,226,930,000 |
$35,011,000 |
$35,011,000 |
92343VBC7 |
3.500% notes due 2021 |
$1,628,716,000 |
$40,025,000 |
$40,025,000 |
92343VDQ4 / |
2.946% notes due 2022 |
$1,285,234,000 |
$6,829,000 |
$6,829,000 |
92343VDM3 / USU9221AAS79 |
|
|
|
|
92343VDW1 |
3.125% notes due 2022 |
$1,850,000,000 |
$33,914,000 |
$33,914,000 |
92343VDX9 |
Floating Rate Notes due 2022 |
$1,400,000,000 |
$14,778,000 |
$14,778,000 |
92343VBJ2 |
2.450% notes due 2022 |
$1,464,954,000 |
$42,324,000 |
$42,324,000 |
92343VBR4 |
5.150% notes due 2023 |
$5,702,898,000 |
$142,623,000 |
$142,623,000 |
92343VBY9 |
4.150% notes due 2024 |
$1,250,000,000 |
$25,273,000 |
$25,273,000 |
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Only holders who were able to certify that they were not
Exchange Offer Eligible Holders (“Cash Offer Eligible Holders”)
were eligible to participate in the Cash Offers.
Global Bondholder Services Corporation also acted as the
Information Agent and the Tender Agent for the Cash Offers.
Questions or requests for assistance related to the Cash Offers or
for additional copies of the Cash 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 Cash Offers.
Verizon refers to the Exchange Offers and the Cash Offers,
collectively, as the “Offers.”
The lead dealer managers for the Offers were Barclays Capital
Inc., Credit Suisse Securities (USA) LLC, MUFG Securities Americas
Inc. and Santander Investment Securities Inc. The co-dealer
managers for the Offers were Loop Capital Markets LLC, RBC Capital
Markets, LLC, Wells Fargo Securities, LLC, MFR Securities, Inc.,
Mischler Financial Group, Inc. and The Williams Capital Group, L.P.
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 were made
solely pursuant to the Offering Memorandum and related documents
and the Cash Offers were made solely pursuant to the Offer to
Purchase and related documents. The Offers were not 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 required the Offers to be made by
a licensed broker or dealer, the Offers were deemed to have been
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
(each a “Member State”) that has implemented the Prospectus
Directive (as defined below), qualified investors in that Member
State within the meaning of the Prospectus Directive 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 circumstance where it does not apply
(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 the Offering Memorandum
or any of its contents. For purposes of the foregoing, the
“Prospectus Directive” means the Prospectus Directive 2003/71/EC,
as amended, including pursuant to Directive 2010/73/EU.
“Non-U.S. qualified offeree” means:
(1) in relation to each Member State, with effect
from and including the date on which the Prospectus Directive is
implemented in that Member State
(a) any legal entity which is a qualified investor as
defined in Article 2(l)(e) of the Prospectus Directive; or
(b) any other entity in any other circumstances falling
within Article 3(2) of the Prospectus Directive, provided that
no such offer of the New Notes shall require Verizon or the dealer
managers to publish a prospectus pursuant to Article 3 of the
Prospectus Directive; or
(2) in relation to each member state of the European
Economic Area, a person that is not a retail investor. For the
purposes of this provision: (i) the expression “retail investor”
means a person who is one (or more) of the following: (A) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); or (B) a customer within the
meaning of Directive 2002/92/EC, where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (C) not a qualified investor as
defined in the Prospectus Directive; or
(3) any entity outside of the United States and
the European Economic Area to whom the offers related to the New
Notes may be made in compliance with all other applicable laws and
regulations of any applicable jurisdiction.
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 U.S. Securities and Exchange Commission. 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 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
Varettoni908-559-6388robert.a.varettoni@verizon.com
Verizon Communications (NYSE:VZ)
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