Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 12 2020 - 3:27PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-233608
Final Term Sheet
May 12, 2020
VERIZON COMMUNICATIONS INC.
1,350,000,000 1.300% Notes due 2033
800,000,000 1.850% Notes due 2040
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Issuer:
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Verizon Communications Inc. (Verizon)
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Title of Securities:
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1.300% Notes due 2033 (Euro Notes due 2033)
1.850% Notes due 2040 (Euro Notes due 2040)
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Trade Date:
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May 12, 2020
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Settlement Date (T+4):
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May 18, 2020
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Maturity Date:
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Euro Notes due 2033:
Euro Notes due 2040:
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May 18, 2033
May 18,
2040
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Interest Payment Dates:
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Euro Notes due 2033:
Euro Notes
due 2040:
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Annually in arrears on each May 18, commencing May 18, 2021
Annually in arrears on each May 18, commencing May 18, 2021
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Aggregate Principal Amount Offered:
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Euro Notes due 2033:
Euro Notes
due 2040:
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1,350,000,000
800,000,000
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Public Offering Price:
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Euro Notes due 2033:
Euro Notes
due 2040:
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99.798% plus accrued interest, if any, from May 18, 2020
99.983% plus accrued interest, if any, from May 18, 2020
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Pricing Benchmark:
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Euro Notes due 2033:
Euro Notes
due 2040:
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13-year EUR mid-swap
20-year EUR mid-swap
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Pricing Benchmark Yield:
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Euro Notes due 2033:
Euro Notes
due 2040:
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-0.033%
+0.051%
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Re-offer Spread vs. Pricing Benchmark:
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Euro Notes due 2033:
Euro Notes
due 2040:
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MS + 135.00 basis points
MS + 180.00 basis points
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Re-offer Yield (annual):
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Euro Notes due 2033:
Euro Notes
due 2040:
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1.317%
1.851%
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Government Benchmark:
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Euro Notes due 2033:
Euro Notes due
2040:
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DBR 0.000% due February 15, 2030
DBR
4.250% due July 4, 2039
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Re-offer Spread vs. Government Benchmark:
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Euro Notes due 2033:
Euro Notes
due 2040:
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B + 181.7 basis points
B + 208.8 basis points
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Underwriting Discount:
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Euro Notes due 2033:
Euro Notes
due 2040:
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37.5 basis points
47.5 basis
points
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Proceeds to Verizon (before expenses):
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Euro Notes due 2033:
Euro Notes
due 2040:
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99.423%
99.508%
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Interest Rate:
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Euro Notes due 2033:
Euro Notes
due 2040:
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1.300% per annum
1.850% per annum
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Denominations:
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Minimum of 100,000 and integral multiples of 1,000 in excess of 100,000
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Redemption:
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Euro Notes due 2033: (i) at any time prior to February 18, 2033 (three months prior to maturity) (the Euro
Notes due 2033 Par Call Date), make-whole call at the greater of 100% of the principal amount of the Euro Notes due 2033 being redeemed, or the discounted present value at the Comparable Government Bond Rate plus 30 basis points, assuming for
such purpose that the Euro Notes due 2033 matured on the Euro Notes due 2033 Par Call Date, plus accrued and unpaid interest and (ii) at any time on or after the Euro Notes due 2033 Par Call Date, at 100% of the principal amount of the Euro
Notes due 2033 being redeemed plus accrued and unpaid interest
Euro Notes due
2040: (i) at any time prior to November 18, 2039 (six months prior to maturity) (the Euro Notes due 2040 Par Call Date), make-whole call at the greater of 100% of the principal amount of the Euro Notes due 2040 being
redeemed, or the discounted present value at the Comparable Government Bond Rate plus 35 basis points, assuming for such purpose that the Euro Notes due 2040 matured on the Euro Notes due 2040 Par Call Date, plus accrued and unpaid interest and
(ii) at any time on or after the Euro Notes due 2040 Par Call Date, at 100% of the principal amount of the Euro Notes due 2040 being redeemed plus accrued and unpaid interest
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CUSIPs:
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Euro Notes due 2033:
Euro Notes
due 2040:
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92343V FJ8
92343V FK5
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ISINs:
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Euro Notes due 2033:
Euro Notes
due 2040:
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XS2176560444
XS2176561095
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Common Codes:
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Euro Notes due 2033:
Euro Notes
due 2040:
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217656044
217656109
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Listing:
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Verizon intends to apply to list the notes on the New York Stock Exchange (the NYSE). Trading in the notes on the NYSE is expected to begin within 30 days after the original issue, but the listing application
is subject to review by the NYSE. Verizon has no obligation to maintain such listing and may delist the notes at any time.
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Allocation
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Principal Amount of
Euro Notes due 2033
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Principal Amount of
Euro Notes due 2040
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Barclays Bank PLC
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303,750,000.00
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180,000,000.00
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Credit Suisse Securities (Europe) Limited
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303,750,000.00
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180,000,000.00
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J.P. Morgan Securities plc
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303,750,000.00
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180,000,000.00
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Mizuho International plc
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303,750,000.00
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180,000,000.00
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Loop Capital Markets LLC
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47,250,000.00
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28,000,000.00
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MUFG Securities EMEA plc
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47,250,000.00
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28,000,000.00
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Academy Securities, Inc.
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13,500,000.00
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8,000,000.00
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Blaylock Van, LLC
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13,500,000.00
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8,000,000.00
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Great Pacific Securities
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13,500,000.00
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8,000,000.00
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Total
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1,350,000,000.00
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800,000,000.00
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Reference Document:
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Preliminary Prospectus Supplement, subject to completion, dated May 12, 2020, Prospectus dated September 4, 2019
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The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission
(the SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if
you request it by calling Barclays Bank PLC at +1-888-603-5847, Credit Suisse Securities (Europe) Limited toll free at +1-800-221-1037, J.P. Morgan Securities plc at +44-207-134-2468 or Mizuho International plc at +44(0)20-7090-6698, or contacting the issuer at:
Investor Relations
Verizon Communications Inc.
One Verizon Way
Basking Ridge, New Jersey
07920
Telephone: (212) 395-1525
Internet Site: www.verizon.com/about/investors
Any
disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or
another email system.
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