Verizon announces amendment to its previously announced private exchange offers for 10 series of notes
July 30 2024 - 6:36PM
Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today
announced that it has amended the terms of its previously announced
offers to exchange 10 outstanding series of notes (the “Old Notes”)
described in the Offering Memorandum dated July 22, 2024 (the
“Offering Memorandum” and, together with the accompanying
eligibility letter, the “Exchange Offer Documents”) for newly
issued notes of Verizon (the “New Notes”) (the “Exchange Offers”)
to increase the spread used to determine the interest rate per
annum that the New Notes will bear from 100 basis points over the
yield of the 4.375% U.S. Treasury Security due May 15, 2034 (the
“Reference Security”) to 107 basis points over the yield of the
Reference Security.
Except as set forth herein, all other terms and conditions of
the Exchange Offers described in the Exchange Offer Documents
remain unchanged, including the Early Participation Payment (as
defined in Verizon’s press release announcing the Exchange Offers,
dated July 22, 2024 (the “Launch Press Release”)) and the Early
Participation Date (as defined in the Launch Press Release), which
remains 5:00 p.m. (New York City time) on August 2, 2024.
Eligible holders are advised to check with any bank,
securities broker or other intermediary through which they hold Old
Notes as to when such intermediary would need to receive
instructions from a holder in order for that holder to be able to
participate in, or (in the circumstances in which revocation is
permitted) revoke their instruction to participate in the Exchange
Offers before the deadlines specified in the Exchange Offer
Documents. The deadlines set by any such intermediary and each
clearing system for the submission and withdrawal of exchange
instructions will also be earlier than the relevant deadlines
specified in the Exchange Offer Documents.
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 are being made
solely pursuant to the Offering Memorandum and related documents.
The Exchange Offers are not being 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 require the Exchange Offers to be made by a
licensed broker or dealer, the Exchange 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 and any other documents or materials relating
to the Exchange Offers have 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, this
communication is only addressed to and directed at persons who are
outside the United Kingdom and (i) 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 (ii)
within Article 43 of the Financial Promotion Order, or (iii) 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 (iv) to whom an invitation or
inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to be
communicated (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 any document
relating to the Exchange Offers or any of their contents.
This communication and any other documents or materials relating
to the Exchange 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(e) of
Regulation (EU) 2017/1129. 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,
Qualified Investors. The Exchange Offer is only available to
Qualified Investors. None of the information in the Offering
Memorandum and any other documents and materials relating to the
Exchange Offer should be acted upon or relied upon in any member
state of the EEA by persons who are not Qualified Investors.
Cautionary statement regarding
forward-looking statements
In this communication Verizon has made
forward-looking statements, including regarding the conduct and
completion of the Exchange Offers. 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,” “assume,”
“believe,” “expect,” “plan,” “appear,” “project,” “estimate,”
“hope,” “intend,” “target,” “forecast,” 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
Offering Memorandum under the heading “Risk Factors” and under
similar headings in other documents that are incorporated by
reference in the Offering Memorandum. Eligible 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 Wilkens201-572-9317
eric.wilkens@verizon.com
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