NEW YORK, Aug. 20, 2014 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today
announced the expiration and final results of its previously
announced eleven separate private offers to exchange (the "Exchange
Offers") specified series of debt securities issued by Verizon and
by Alltel Corporation (an indirect wholly owned subsidiary of
Verizon) (collectively, the "Old Notes") for new debt securities to
be issued by Verizon (the "New Notes") in accordance with the terms
of the Exchange Offers.
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The Exchange Offers
consist of the following:
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(a)
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(i)
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an offer to exchange
the 2.500% notes due 2016 of Verizon; and
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(ii)
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an offer to exchange
the 3.650% notes due 2018 of Verizon,
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in each case, for new
2.625% notes due 2020 of Verizon (the "New Notes due 2020"),
provided that the principal amount of New Notes due 2020 to be
issued in such Exchange Offers on an aggregate basis shall not
exceed $3,300,000,000 (the "2020 Maximum Exchange Amount")
(collectively, the "2020 Exchange Offers");
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(b)
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(i)
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an offer to exchange
the 7.350% notes due 2039 of Verizon;
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(ii)
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an offer to exchange
the 7.875% debentures due 2032 of Alltel Corporation;
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(iii)
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an offer to exchange
the 7.750% notes due 2032 of Verizon;
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(iv)
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an offer to exchange
the 7.750% notes due 2030 of Verizon;
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(v)
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an offer to exchange
the 6.800% debentures due 2029 of Alltel Corporation;
and
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(vi)
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an offer to exchange
the 6.400% notes due 2033 of Verizon,
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in each case, for new
4.862% notes due 2046 of Verizon (the "New Notes due 2046"),
provided that the principal amount of New Notes due 2046 to be
issued in such Exchange Offers on an aggregate basis shall not
exceed $4,500,000,000 (the "2046 Maximum Exchange Amount")
(collectively, the "2046 Exchange Offers"); and
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(c)
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(i)
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an offer to exchange
the 6.550% notes due 2043 of Verizon;
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(ii)
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an offer to exchange
the 6.900% notes due 2038 of Verizon; and
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(iii)
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an offer to exchange
the 6.400% notes due 2038 of Verizon,
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in each case, for new
5.012% notes due 2054 of Verizon (the "New Notes due 2054"),
provided that the principal amount of New Notes due 2054 to be
issued in such Exchange Offers on an aggregate basis shall not
exceed $5,500,000,000 (the "2054 Maximum Exchange Amount")
(collectively, the "2054 Exchange Offers").
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The Exchange Offers were conducted by Verizon upon the terms and
subject to the conditions set forth in a confidential offering
memorandum, dated July 23, 2014, as
amended by the press release issued by Verizon on August 6, 2014 (the "Offering Memorandum").
Based on information provided by Global Bondholder Services
Corporation, the exchange agent and information agent for the
Exchange Offers, the tables below provide the aggregate principal
amount of each series of Old Notes validly tendered and not validly
withdrawn at or prior to the Expiration Date for the Exchange
Offers (11:59 p.m. (New York City time) on August 19, 2014) and the aggregate principal
amount of each series of Old Notes that Verizon expects to accept
pursuant to the Exchange Offers.
Old Notes included in the 2020 Exchange Offers:
CUSIP
Number
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Title of Security
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Acceptance
Priority
Level
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Principal
Amount
Outstanding
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Principal Amount Tendered by the Expiration
Date
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Principal Amount Expected to be Accepted Pursuant
to the Exchange Offer
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92343VBN3
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2.500% notes due
2016(1)
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1
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$4,250,000,000
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$1,067,665,000
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$1,067,665,000
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92343VBP8
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3.650% notes due
2018(1)
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2
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$4,750,000,000
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$2,051,930,000
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$2,051,930,000
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Old Notes included in the 2046 Exchange Offers:
CUSIP/ISIN
Number
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Title of
Security
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Acceptance
Priority
Level
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Principal
Amount
Outstanding
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Principal Amount
Tendered by the Expiration Date
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Principal Amount
Expected to be Accepted Pursuant to the Exchange
Offer
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92343VAU8
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7.350% notes
due 2039(1)
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1
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$1,000,000,000
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$519,670,000
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$519,670,000
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020039DC4
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7.875% debentures
due 2032(2)
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2
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$700,000,000
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$248,199,000
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$248,199,000
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92344GAS5
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7.750% notes
due 2032(1)
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3
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$400,000,000
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$149,216,000
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$149,215,000
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92344GAM8
92344GAC0
U92207AC0/
USU92207AC07
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7.750% notes
due 2030(1)
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4
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$2,000,000,000
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$793,804,000
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$793,804,000
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020039AJ2
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6.800% debentures
due 2029(2)
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5
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$300,000,000
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$65,379,000
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$65,379,000
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92343VBS2
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6.400% notes due
2033(1)
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6
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$6,000,000,000
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$3,619,495,000
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$1,644,545,000
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Old Notes included in the 2054 Exchange Offers:
CUSIP Number
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Title of
Security
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Acceptance Priority Level
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Principal Amount Outstanding
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Principal Amount
Tendered by the Expiration Date
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Principal Amount
Expected to be Accepted Pursuant to the Exchange
Offer
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92343VBT0
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6.550% notes
due 2043(1)
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1
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$15,000,000,000
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$9,816,003,000
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$4,330,394,000
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92343VAP9
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6.900% notes
due 2038(1)
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2
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$1,250,000,000
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$641,770,000
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$0
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92343VAK0
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6.400% notes
due 2038(1)
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3
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$1,750,000,000
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$615,001,000
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$0
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_____________
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(1)
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Issued by
Verizon.
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(2)
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Issued by Alltel
Corporation.
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Based on the aggregate principal amount of Old Notes validly
tendered (and not validly withdrawn) in the Exchange Offers and in
accordance with the terms of the Exchange Offers, Verizon expects
to accept:
(a)
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(i)
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all of the tendered
2.500% notes due 2016; and
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(ii)
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instead of accepting
tendered 3.650% notes due 2018 on a prorated basis, Verizon expects
to accept additional tendered 3.650% notes due 2018 for exchange
pursuant to Verizon's right under the federal securities laws to
accept up to an additional 2% of the outstanding 3.650% notes due
2018 without extending the Exchange Offer and accordingly expects
to accept all tendered 3.650% notes due
2018;
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(b)
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(i)
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all of the tendered
7.350% notes due 2039;
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(ii)
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all of the tendered
7.875% debentures due 2032;
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(iii)
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all of the tendered
7.750% notes due 2032;
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(iv)
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all of the tendered
7.750% notes due 2030;
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(v)
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all of the tendered
6.800% debentures due 2029; and
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(vi)
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after giving effect
to proration and rounding, $1,644,545,000 aggregate principal
amount of the tendered 6.400% notes due 2033, with a proration
factor for such series of Old Notes equal to approximately 45.45%;
and
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(c)
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(i)
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after giving effect
to proration and rounding, $4,330,394,000 aggregate principal
amount of the tendered 6.550% notes due 2043, with a proration
factor for such series of Old Notes equal to approximately
44.13%;
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(ii)
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none of the tendered
6.900% notes due 2038; and
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(iii)
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none of the tendered
6.400% notes due 2038.
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The settlement date for the Exchange Offers is expected to be
August 21, 2014. Verizon expects that it will issue
$3,304,145,000 aggregate principal
amount of New Notes due 2020, $4,500,038,000 aggregate principal amount of New
Notes due 2046 and $5,500,001,000
aggregate principal amount of New Notes due 2054, in satisfaction
of the exchange offer consideration on such tendered Old Notes (not
including accrued and unpaid interest on the Old Notes, which will
be payable by Verizon in addition to the applicable exchange offer
consideration). Verizon will not receive any cash proceeds
from the Exchange Offers.
Consummation of the Exchange Offers is subject to the
satisfaction of the Accounting Treatment Condition (as described in
the Offering Memorandum). As previously announced, the Yield
Condition (as described in the Offering Memorandum) has been
satisfied. Verizon today announced that certain customary
conditions to the Exchange Offers, including the absence of certain
adverse legal and market developments, have been satisfied.
No Exchange Offer is conditioned upon any minimum amount of
Old Notes being tendered or the consummation of any other Exchange
Offer, and, subject to applicable law, each Exchange Offer may be
amended, extended or terminated individually.
The Exchange Offers were extended only (1) to holders of Old
Notes that are "Qualified Institutional Buyers" as defined in Rule
144A under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), in a private transaction in reliance upon the
exemption from the registration requirements of the U.S. Securities
Act provided by Section 4(a)(2) thereof and (2) outside
the United States, to holders of
Old Notes other than "U.S. persons" (as defined in Rule 902 under
Regulation S of the U.S. Securities Act) and who are not acquiring
New Notes for the account or benefit of a U.S. person, in offshore
transactions in compliance with Regulation S under the U.S.
Securities Act, and who are "Non-U.S. qualified offerees" (as
defined in the Offering Memorandum) (each of the foregoing, an
"Eligible Holder"), and in each case who have certified in an
eligibility letter certain matters to Verizon, including the above
status. Only Eligible Holders who had completed and returned
an eligibility letter were authorized to receive the Offering
Memorandum and to participate in the Exchange Offers.
If and when issued, the New Notes will not be registered under
the U.S. 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 U.S.
Securities Act and any applicable state securities laws. Verizon
will enter into a registration rights agreement with respect to the
New Notes.
The lead dealer managers for the Exchange Offers were Citigroup
Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities
LLC. The co-dealer managers for the Exchange Offers, including four
minority-, veteran- and women-owned firms, were Deutsche Bank
Securities Inc., Mizuho Securities USA Inc., RBC Capital Markets, LLC, Barclays
Capital Inc., Lloyds Securities Inc., Santander Investment
Securities Inc., MFR Securities, Inc., Mischler Financial Group,
Inc., Samuel A. Ramirez &
Company, Inc., PNC Capital Markets LLC, SMBC Nikko Securities
America, Inc. and The Williams Capital Group, L.P.
This press release is not an offer to sell or a solicitation
of an offer to buy any security. The Exchange Offers are being made
solely by the Offering Memorandum and only to such persons and in
such jurisdictions as is permitted under applicable law.
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
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.
Cautionary Statement Regarding Forward-Looking
Statements
In this communication we have made forward-looking
statements. These statements are based on our estimates and
assumptions and are subject to risks and uncertainties.
Forward-looking statements include the information concerning our
possible or assumed future results of operations.
Forward-looking statements also include those preceded or followed
by the words "anticipates," "believes," "estimates," "hopes" or
similar expressions. For those statements, we claim the protection
of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. The following
important factors, along with those discussed in our filings with
the Securities and Exchange Commission (the "SEC"), could affect
future results and could cause those results to differ materially
from those expressed in the forward-looking statements: the ability
to realize the expected benefits of our transaction with Vodafone
in the timeframe expected or at all; an adverse change in the
ratings afforded our debt securities by nationally accredited
ratings organizations or adverse conditions in the credit markets
affecting the cost, including interest rates, and/or availability
of further financing; significantly increased levels of
indebtedness as a result of the Vodafone transaction; changes in
tax laws or treaties, or in their interpretation; adverse
conditions in the U.S. and international economies; material
adverse changes in labor matters, including labor negotiations, and
any resulting financial and/or operational impact; material changes
in technology or technology substitution; disruption of our key
suppliers' provisioning of products or services; changes in the
regulatory environment in which we operate, including any increase
in restrictions on our ability to operate our networks; breaches of
network or information technology security, natural disasters,
terrorist attacks or acts of war or significant litigation and any
resulting financial impact not covered by insurance; the effects of
competition in the markets in which we operate; changes in
accounting assumptions that regulatory agencies, including the SEC,
may require or that result from changes in the accounting rules or
their application, which could result in an impact on earnings;
significant increases in benefit plan costs or lower investment
returns on plan assets; and the inability to implement our business
strategies.
SOURCE Verizon Communications Inc.