Verizon announces accepted amounts and pricing terms of its tender offers for 8 series of notes
September 19 2018 - 3:20PM
Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the accepted amounts and pricing terms of its previously
announced 8 separate offers to purchase for cash up to an aggregate
purchase price equal to the Waterfall Cap (as defined below) of the
outstanding series of notes listed in the table below
(collectively, the “Notes”). We refer to each offer to purchase a
series of Notes for cash as an “Offer” and all the offers to
purchase Notes, collectively, as the “Offers.” The Offers are made
on the terms and subject to the conditions set forth in the Offer
to Purchase dated September 5, 2018 (the “Offer to Purchase”).
The “Early Participation Date” was 5:00 p.m. (Eastern time) on
September 18, 2018. Withdrawal rights for the Offers expired at
5:00 p.m. (Eastern time) on September 18, 2018. The Offers will
each expire at 11:59 p.m. (Eastern time) on October 2, 2018, 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 at or prior to the Early Participation Date
and accepted for purchase, on September 21, 2018 (the “Early
Settlement Date”). Since the aggregate purchase price of the Notes
(excluding the applicable Accrued Coupon Payments (as defined in
the Offer to Purchase)) validly tendered at or prior to the Early
Participation Date and accepted for purchase did not exceed the
Waterfall Cap, Verizon will, until the Expiration Date, continue to
accept for purchase Notes up to the Waterfall Cap. Holders of the
Notes that are validly tendered after the Early Participation Date
and at or prior to the Expiration Date and accepted for purchase
subject to the terms and conditions described in the Offer to
Purchase will receive the applicable Tender Consideration, which is
equal to the applicable Total Consideration minus the Early
Participation Payment (each as defined in the Launch Press
Release).
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 11:00 a.m. (Eastern
time) today, September 19, 2018 (the “Price Determination Date”) in
accordance with the terms of the Offer to Purchase:
Acceptance Priority Level |
CUSIP Number(s) |
Title of Security |
Principal Amount Outstanding |
Principal Amount Tendered as of the Early
Participation Date |
Principal Amount Accepted |
Offer Yield(1) |
Total Consideration(2) |
1 |
92343VCZ5 |
4.672%
notes due 2055 |
$5,058,023,000 |
$577,466,000 |
$577,466,000 |
5.194% |
$914.97 |
2 |
92343VDS0 |
5.012%
notes due 2049 |
$3,916,232,000 |
$381,118,000 |
$381,118,000 |
5.044% |
$995.00 |
3 |
92343VCM4 |
5.012%
notes due 2054 |
$5,195,586,000 |
$419,706,000 |
$419,706,000 |
5.244% |
$962.61 |
4 |
92343VCK8 |
4.862%
notes due 2046 |
$4,481,503,000 |
$164,023,000 |
$164,023,000 |
5.044% |
$972.86 |
5 |
92343VDN1/92343VDR2 |
4.812%
notes due 2039 |
$1,652,920,000 |
$70,000,000 |
$70,000,000 |
4.944% |
$983.11 |
6 |
92343VCX0 |
4.522%
notes due 2048 |
$4,692,468,000 |
$144,309,000 |
$144,309,000 |
5.044% |
$919.74 |
7 |
92343VDC5 |
4.125%
notes due 2046 |
$1,479,579,000 |
$54,951,000 |
$54,951,000 |
5.044% |
$863.15 |
8 |
92343VBG8 |
3.850%
notes due 2042 |
$1,250,000,000 |
$63,889,000 |
$63,889,000 |
4.994% |
$840.62 |
_______________________
- The “Offer Yield” is equal to the sum of (a) the 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 the Launch Press Release for such series of Notes
appearing at 11:00 a.m. (Eastern time) on September 19, 2018 on the
Bloomberg Reference Page specified in the Launch Press Release for
such series of Notes, plus (b) the Fixed Spread specified in the
Launch Press Release for such series of Notes.
- 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 does not include the applicable Accrued Coupon
Payment, which will be paid, in cash, in addition to the applicable
Total Consideration.
Verizon has retained Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, RBC Capital Markets, LLC and Wells Fargo
Securities, LLC to act as lead dealer managers for the Offers, and
ICBC Standard Bank Plc, Loop Capital Markets LLC, Blaylock Van, LLC
and C.L. King & Associates, Inc. to act as co-dealer managers
for the Offers. Questions regarding terms and conditions of the
Offers should be directed to Citigroup at (800) 558-3745
(toll-free) or (212) 723-6106 (collect), J.P. Morgan at (866)
834-4666 (toll-free) or (212) 834-4811 (collect), RBC Capital
Markets at (877) 381-2099 (toll-free) or (212) 618-7843 (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
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) in any Member State of the European Economic Area
that has implemented the Prospectus Directive, 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 circumstances where it
does not apply (such persons together being “relevant
persons”).
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
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
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:Bob
Varettoni908-559-6388robert.a.varettoni@verizon.com
Verizon Communications (NYSE:VZ)
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