Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced the results of its previously announced 11 separate
offers to purchase for cash any and all of the outstanding series
of notes listed in the table below (collectively, the “Notes”).
Each offer to purchase a series of Notes is referred to as an
“Offer” and collectively, as the “Offers”. The Offers were made
upon the terms and subject to the conditions set forth in the Offer
to Purchase dated October 24, 2019 relating to the Notes (the
“Offer to Purchase”) and the accompanying notice of guaranteed
delivery (the “Notice of Guaranteed Delivery,” and together with
the Offer to Purchase, the “Offer Documents”).
The Offers expired at 5:00 p.m. (Eastern time) on October 31,
2019 (the “Expiration Date”).
Verizon was advised by Global Bondholder Services Corporation,
as the Tender Agent and the Information Agent, that as of the
Expiration Date the aggregate principal amount of each series of
Notes specified in the table below were validly tendered and not
validly withdrawn (including the principal amount of Notes for
which holders have complied with certain procedures applicable to
guaranteed delivery pursuant to the guaranteed delivery
procedures). The table below provides the aggregate principal
amount of each series of Notes that Verizon accepted in the Offers
on the terms and subject to the conditions set forth in the Offer
Documents:
Acceptance PriorityLevel |
|
CUSIPNumber |
|
Title of Security |
|
PrincipalAmountOutstanding |
|
PrincipalAmountTendered(1) |
|
PrincipalAmountAccepted(1) |
|
Total Consideration |
1 |
|
92343VCZ5 |
|
4.672%
notes due 2055 |
|
$3,172,131,000 |
|
$1,079,508,000 |
|
$1,079,508,000 |
|
$1,337,003,043.24 |
2 |
|
92343VCM4 |
|
5.012%
notes due 2054 |
|
$1,574,144,000 |
|
$356,454,000 |
|
$356,454,000 |
|
$464,206,479.66 |
3 |
|
92343VDS0 |
|
5.012%
notes due 2049 |
|
$3,535,114,000 |
|
$1,004,231,000 |
|
$1,004,231,000 |
|
$1,294,574,266.72 |
4 |
|
92343VDV3 |
|
5.500%
notes due 2047 |
|
$1,430,580,000 |
|
$210,802,000 |
|
$210,802,000 |
|
$286,834,065.36 |
5 |
|
92343VCK8 |
|
4.862%
notes due 2046 |
|
$4,317,480,000 |
|
$425,951,000 |
|
$425,951,000 |
|
$532,962,669.73 |
6 |
|
92343VCX0 |
|
4.522%
notes due 2048 |
|
$4,528,159,000 |
|
$389,542,000 |
|
$389,542,000 |
|
$469,331,887.86 |
7 |
|
92343VBT0 |
|
6.550%
notes due 2043 |
|
$1,018,898,000 |
|
$67,390,000 |
|
$67,390,000 |
|
$101,283,800.50 |
8 |
|
92343VDC5 |
|
4.125%
notes due 2046 |
|
$1,274,054,000 |
|
$135,245,000 |
|
$135,245,000 |
|
$152,848,489.20 |
9 |
|
92343VBE3 |
|
4.750%
notes due 2041 |
|
$710,670,000 |
|
$32,012,000 |
|
$32,012,000 |
|
$38,432,966.96 |
10 |
|
92343VBG8 |
|
3.850%
notes due 2042 |
|
$1,006,378,000 |
|
$85,631,000 |
|
$85,631,000 |
|
$91,766,461.15 |
11 |
|
92343VDR2 |
|
4.812%
notes due 2039 |
|
$1,582,870,000 |
|
$36,575,000 |
|
$36,575,000 |
|
$44,075,801.00 |
_______________________(1) The amounts include the
principal amount of Notes for which holders have complied with
certain procedures applicable to guaranteed delivery pursuant to
the guaranteed delivery procedures. Such amounts remain subject to
the guaranteed delivery procedures. Notes tendered pursuant to the
guaranteed delivery procedures are required to be tendered at or
prior to 5:00 p.m. (Eastern time) on November 4, 2019.
Verizon’s obligation to accept Notes tendered in the Offers was
subject to the satisfaction of certain conditions described in the
Offer Documents, including, among other things, the Maximum Total
Consideration Condition (as defined in the Offer to
Purchase).
The customary conditions to the Offers have been satisfied. The
Maximum Total Consideration Condition has been satisfied with
respect to series of Notes with Acceptance Priority Level (as set
forth in the table above) of 7 and higher. The aggregate Total
Consideration (as defined in the Offer to Purchase) payable for the
series of Notes with Acceptance Priority Level 8 (together with the
aggregate Total Consideration payable for each series of Notes with
a higher Acceptance Priority Level) is greater than $4,600,000,000.
Therefore, the Maximum Total Consideration Condition has not been
satisfied with respect to series of Notes with an Acceptance
Priority Level of 8 and lower. However, Verizon has decided to
waive the Maximum Total Consideration Condition with respect to the
series of Notes with an Acceptance Priority Level of 8 and lower.
Accordingly, all Notes validly tendered (including Notes for which
holders have complied with certain procedures applicable to
guaranteed delivery pursuant to the guaranteed delivery procedures)
at or prior to the Expiration Date and not validly withdrawn at or
prior to the Withdrawal Date (as defined in the Offer to Purchase)
have been accepted for purchase.
Payment of the required cash amounts for any Notes accepted will
be made on November 5, 2019 (the “Settlement Date”). In addition to
the applicable Total Consideration, holders whose Notes are
accepted for purchase will receive a cash payment equal to the
accrued and unpaid interest on such Notes from and including the
immediately preceding interest payment date for such Notes to, but
excluding, the Settlement Date. The aggregate Total Consideration
for each series of Notes is set forth in the table above. Interest
will cease to accrue on the applicable Settlement Date for all
Notes accepted in the Offers, including those tendered through the
guaranteed delivery procedures.
Verizon retained Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley
& Co. LLC to act as lead dealer managers for the Offers and
BofA Securities, Inc., Loop Capital Markets LLC, Wells Fargo
Securities, LLC, Academy Securities Inc., R. Seelaus & Co., LLC
and The Williams Capital Group, L.P. 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), Credit Suisse at (800)
820-1653 (toll-free) or (212) 325-2476 (collect), J.P. Morgan at
(866) 834-4666 (toll-free) or (212) 834-4811 (collect) or Morgan
Stanley at (800) 624-1808 (toll-free) or (212) 761-1057
(collect).
Global Bondholder Services Corporation acted 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 Documents 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. The Offer Documents can be accessed at the following link
http://www.gbsc-usa.com/Verizon/.
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,
qualified investors in that Member State as defined in Regulation
(EU) 2017/1129 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 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.
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 the Offer to Purchase
under the heading “Risk Factors” and 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:Eric
Wilkens201-572-9317eric.wilkens@verizon.com
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