NEW YORK, April 4, 2016 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, Nasdaq: VZ; LSE: VZC) today
announced the expiration and final results of its previously
announced three concurrent, but separate, cash tender offers on
behalf of itself and certain of its subsidiaries (i) as of
5:00 p.m., New York City time, on April 1, 2016 (the "Any and All Expiration Time")
for the Any and All Notes and (ii) as of 11:59 p.m., New York
City time, on April 1, 2016
(the "Waterfall Expiration Time" and, together with the Any and All
Expiration Time, the "Expiration Times") for the Waterfall Notes.
The complete terms and conditions of the Offers and Consent
Solicitation are set forth in the offer to purchase dated
March 4, 2016, as amended with
respect to the Waterfall Offer by Verizon's press release dated
March 14, 2016 and Verizon's press
release dated March 21, 2016
regarding the early participation results and upsizing of the
Waterfall Offer (the "Offer to Purchase") and the related letter of
transmittal. Capitalized terms used but not defined herein have the
meanings set forth in the Offer to Purchase.
The Offers and Consent Solicitation have expired and have not
been extended. Consummation of the Offers and Consent
Solicitation was subject to a number of conditions, including among
other things, the closing of the sale of Verizon's local exchange
and related business assets in California, Florida and Texas and Verizon's receipt of at least
$9.5 billion of purchase price cash
at closing, which have been satisfied.
Subject to the terms of the Any and All Offers, all validly
tendered and not validly withdrawn Any and All Notes have been
accepted for purchase. As previously announced, the aggregate
purchase price (excluding accrued and unpaid interest and any fees
or commissions) of all Waterfall Notes validly tendered and not
validly withdrawn at or prior to 5:00
p.m., New York City time,
on March 18, 2016 (the "Waterfall
Early Participation Time") exceeded the Waterfall Cap.
Subject to the terms of the Waterfall Offer, all Waterfall Notes
validly tendered and not validly withdrawn at or prior to the
Waterfall Early Participation Time with an Acceptance Priority
Level higher than 14 have been accepted for purchase and all
Waterfall Notes with an Acceptance Priority Level lower than 14
have not been accepted for purchase. Subject to the terms of the
Waterfall Offer, Waterfall Notes validly tendered and not validly
withdrawn at or prior to the Waterfall Early Participation Time
with Acceptance Priority Level 14 have been prorated using a
proration factor of approximately 70.9%. No Waterfall Notes
tendered after the Waterfall Early Participation Time have been
accepted for purchase.
Verizon also announced the expiration and final results of its
previously announced concurrent Consent Solicitation for Group 1
Any and All Notes. As previously announced, Verizon has received
the Requisite Consents for each series of Group 1 Any and All
Notes. As a result, Verizon and U.S. Bank National Association, as
trustee, will enter into a supplemental indenture to the indenture
governing the Group 1 Any and All Notes (the "Supplemental
Indenture") in order to shorten the minimum period for giving
notice to holders of such series of Group 1 Any and All Notes of a
redemption from 30 days to three business days prior to a
redemption date. Pursuant to its terms, the Supplemental
Indenture will become operative on or about April 4, 2016.
The tables below set forth for each series of Notes the
principal amount of Notes validly tendered and accepted for
purchase pursuant to the Offers, the Total Consideration with
respect to each series of Notes and the Tender Offer Consideration
with respect to each series of Any and All Notes.
|
Group 1 Any and
All Offer
Issuer
|
Group 1 Any and
All Notes
|
CUSIP
|
Principal
Amount
Outstanding
|
Aggregate
Principal Amount Accepted1
|
Total
Consideration2
|
Tender Offer
Consideration3
|
|
Verizon
Communications Inc.
|
2.50% Notes due
2016
|
92343VBN3
|
$2,182,335,000
|
$1,272,439,000
|
$1,007.60
|
$977.60
|
|
Verizon
Communications Inc.
|
2.00% Notes due
2016
|
92343VBD5
|
$1,250,000,000
|
$731,088,000
|
$1,007.20
|
$977.20
|
|
Verizon
Communications Inc.
|
6.35% Notes due
2019
|
92343VAV6
|
$1,750,000,000
|
$970,212,000
|
$1,133.32
|
$1,103.32
|
|
Group 2 Any and
All Offer
Subsidiary
Issuer
|
Group 2 Any and All
Notes
|
CUSIP
|
Principal
Amount
Outstanding
|
Aggregate
Principal Amount Accepted1
|
Total
Consideration2
|
Tender Offer
Consideration3
|
|
Verizon Delaware
LLC
|
8.375% Debentures due
2019
|
252759AL9
|
$15,000,000
|
$15,000,000
|
$1,182.11
|
$1,132.11
|
|
Verizon Delaware
LLC
|
8.625% Debentures due
2031
|
252759AM7
|
$15,000,000
|
$4,609,000
|
$1,365.39
|
$1,315.39
|
|
Verizon Maryland
LLC
|
8.00% Debentures due
2029
|
165069AP0
|
$50,000,000
|
$21,569,000
|
$1,301.32
|
$1,251.32
|
|
Verizon Maryland
LLC
|
8.30% Debentures due
2031
|
165069AQ8
|
$100,000,000
|
$76,434,000
|
$1,347.26
|
$1,297.26
|
|
Verizon Maryland
LLC
|
5.125% Debentures due
2033
|
92344WAB7
|
$350,000,000
|
$170,791,000
|
$1,012.50
|
$962.50
|
|
Verizon New England
Inc.
|
7.875% Debentures due
2029
|
644239AY1
|
$348,965,000
|
$175,821,000
|
$1,261.63
|
$1,211.63
|
|
Verizon New Jersey
Inc.
|
8.00% Debentures due
2022
|
645767AY0
|
$200,000,000
|
$53,708,000
|
$1,238.65
|
$1,188.65
|
|
Verizon New Jersey
Inc.
|
7.85% Debentures due
2029
|
645767AW4
|
$148,935,000
|
$62,673,000
|
$1,311.32
|
$1,261.32
|
|
Verizon New York
Inc.
|
6.50% Debentures due
2028
|
650094CJ2
|
$100,000,000
|
$28,346,000
|
$1,151.71
|
$1,101.71
|
|
Verizon New York
Inc.
|
7.375% Debentures due
2032
|
92344XAB5
|
$500,000,000
|
$256,474,000
|
$1,201.92
|
$1,151.92
|
|
Verizon Pennsylvania
LLC
|
6.00% Debentures due
2028
|
07786DAA4
|
$125,000,000
|
$56,505,000
|
$1,110.47
|
$1,060.47
|
|
Verizon Pennsylvania
LLC
|
8.35% Debentures due
2030
|
078167AZ6
|
$174,975,000
|
$127,344,000
|
$1,324.10
|
$1,274.10
|
|
Verizon Pennsylvania
LLC
|
8.75% Debentures due
2031
|
078167BA0
|
$125,000,000
|
$71,768,000
|
$1,356.47
|
$1,306.47
|
|
Verizon Virginia
LLC
|
7.875% Debentures due
2022
|
165087AN7
|
$100,000,000
|
$43,352,000
|
$1,227.79
|
$1,177.79
|
|
Verizon Virginia
LLC
|
8.375% Debentures due
2029
|
165087AL1
|
$100,000,000
|
$81,380,000
|
$1,319.78
|
$1,269.78
|
|
Waterfall
Offer
Acceptance
Priority Levels
|
Issuer
|
Waterfall
Notes
|
CUSIP(s)/
ISIN
|
Principal
Amount
Outstanding
|
Aggregate
Principal Amount Accepted4
|
Total
Consideration2
|
|
1
|
Verizon
Communications Inc.
|
8.95% Notes due
2039
|
92343VAR5
|
$353,376,000
|
$63,293,000
|
$1,506.50
|
|
2
|
Alltel
Corporation
|
7.875% Debentures due
2032
|
020039DC4
|
$451,801,000
|
$114,752,000
|
$1,322.92
|
|
3
|
Verizon
Communications Inc.
|
7.75% Notes due
2032
|
92344GAS5
|
$250,785,000
|
$32,963,000
|
$1,315.19
|
|
4
|
Verizon
Communications Inc.
|
7.35% Notes due
2039
|
92343VAU8
|
$480,330,000
|
$68,047,000
|
$1,293.50
|
|
5
|
GTE
Corporation
|
6.94% Debentures due
2028
|
362320BA0
|
$800,000,000
|
$236,524,000
|
$1,261.35
|
|
6
|
GTE
Corporation
|
8.75% Debentures due
2021
|
362320AT0
|
$300,000,000
|
$93,176,000
|
$1,307.34
|
|
7
|
Verizon
Communications Inc.
|
7.75% Notes due
2030
|
92344GAM8/
|
$1,206,196,000
|
$275,936,000
|
$1,377.92
|
|
|
|
92344GAC0/
|
|
|
|
|
|
|
USU92207AC07
|
|
|
|
|
8
|
Verizon
Communications Inc.
|
6.55% Notes due
2043
|
92343VBT0
|
$6,585,304,000
|
$2,340,249,000
|
$1,291.74
|
|
9
|
Verizon
Communications Inc.
|
6.40% Notes due
2033
|
92343VBS2
|
$2,195,974,000
|
$466,485,000
|
$1,220.28
|
|
10
|
Alltel
Corporation
|
6.80% Debentures due
2029
|
020039AJ2
|
$234,621,000
|
$46,732,000
|
$1,252.93
|
|
11
|
Verizon
Communications Inc.
|
6.90% Notes due
2038
|
92343VAP9
|
$476,578,000
|
$92,431,000
|
$1,243.29
|
|
12
|
Verizon
Communications Inc.
|
6.250% Notes due
2037
|
92343VAF1
|
$750,000,000
|
$113,836,000
|
$1,167.66
|
|
13
|
Verizon
Communications Inc.
|
6.40% Notes due
2038
|
92343VAK0
|
$866,375,000
|
$116,254,000
|
$1,176.52
|
|
14*
|
Verizon
Communications Inc.
|
5.85% Notes due
2035
|
92344GAX4
|
$1,500,000,000
|
$249,586,000
|
$1,144.68
|
|
15
|
Verizon
Communications Inc.
|
6.00% Notes due
2041
|
92343VAW4
|
$1,000,000,000
|
$0
|
$1,164.56
|
|
16
|
Verizon
Communications Inc.
|
5.15% Notes due
2023
|
92343VBR4
|
$8,516,519,000
|
$0
|
$1,152.83
|
|
(1) As of
5:00 p.m., New York City time, on April 1, 2016, as reported by the
Depositary.
|
|
(2) Per
$1,000 principal amount of Notes validly tendered and not validly
withdrawn at or prior to the applicable Early Participation Time.
The Total Consideration excludes accrued and unpaid
interest.
|
|
(3) Per
$1,000 principal amount of Notes validly tendered after the Any and
All Early Participation Time and at or prior to the applicable
Expiration Time. The Tender Offer Consideration excludes accrued
and unpaid interest.
|
|
(4) As of
the Waterfall Early Participation Time. No Waterfall Notes tendered
after the Waterfall Early Participation Time have been accepted for
purchase.
|
|
* Acceptance Priority
Level 14 Notes have been prorated using a proration factor of
approximately 70.9%.
|
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, payment for Notes accepted for purchase will be
made promptly after the Expiration Times on the Settlement Date,
which is expected to be on or about April
4, 2016.
Verizon has retained Goldman, Sachs & Co., RBC Capital
Markets, LLC and Santander Investment Securities Inc. to act as
lead dealer managers (together, the "Lead Dealer Managers") for the
Offers and as lead solicitation agents for the Consent Solicitation
(together, the "Lead Solicitation Agents") and Mitsubishi UFJ
Securities (USA), Inc., CastleOak
Securities, L.P., Drexel Hamilton,
LLC, Samuel A. Ramirez &
Company, Inc. and Siebert Brandford
Shank & Co., L.L.C. to act as co-dealer managers (the
"Co-Dealer Managers" and together with the Lead Dealer Managers,
the "Dealer Managers") and co-solicitation agents (the
"Co-Solicitation Agents" and together with the Lead Solicitation
Agents, the "Solicitation Agents") in connection with the Offers
and the Consent Solicitation. Global Bondholder Services
Corporation is acting as the Information Agent and the Depositary
for the Offers and the Consent Solicitation. Questions regarding
terms and conditions of the Offers or the Consent Solicitation
should be directed to Goldman, Sachs & Co. at (800) 828-3182
(toll-free) or (212) 357-1039 (collect), RBC Capital Markets, LLC
at (877) 381-2099 (toll-free) or (212) 618-7822 (collect) or
Santander Investment Securities Inc. at 855-404-3636 (toll-free) or
212-940-1442 (collect). Requests for documentation should be
directed to Global Bondholder Services Corporation at
(866) 470-3800 (toll-free) or (212) 430-3774
(collect).
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase or a solicitation of consents with respect to any
Notes. The Offers and the Consent Solicitation are being made
solely pursuant to the Offer to Purchase and related documents. The
Offers and the Consent Solicitation 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 and the Consent
Solicitation to be made by a licensed broker or dealer, the Offers
and the Consent Solicitation 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.
Verizon Communications Inc. (NYSE, Nasdaq: VZ) employs a diverse
workforce of 177,700 and generated nearly $132 billion in 2015 revenues. Verizon operates
America's most reliable wireless network, with more than 112
million retail connections nationwide. Headquartered in
New York, the company also
provides communications and entertainment services over America's
most advanced fiber-optic network, and delivers integrated business
solutions to customers worldwide.
Cautionary Statement Regarding Forward-Looking
Statements
In this communication we have 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. Eligible 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 we
undertake 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. We cannot assure
you that projected results or events will be achieved.
VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive
speeches and biographies, media contacts and other information are
available at Verizon's online News Center at www.verizon.com/news/.
News releases are also available through an RSS feed. To
subscribe, visit www.verizon.com/about/rss-feeds/.
Media contact:
Bob Varettoni
908-559-6388
robert.a.varettoni@verizon.com
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SOURCE Verizon