NEW YORK – Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the results of its 30 separate offers to purchase for cash (the “Offers”) any and all of the outstanding series of notes listed below (collectively, the “Notes”), on the terms and subject to the conditions set forth in the Offer to Purchase dated March 13, 2017 (the “Offer to Purchase” and, together with the accompanying letter of transmittal and notice of guaranteed delivery, the “Offer Documents”).
The Offers expired at 5:00 p.m. (Eastern time) on March 17, 2017 (the “Expiration Date”).
Verizon was advised by Global Bondholder Services Corporation, as the Information Agent and the Tender Agent, that as of the Expiration Date, the aggregate principal amounts of the Notes specified in the table below were validly tendered and not validly withdrawn (including the principal amount of each series of Notes for which notices of guaranteed delivery were delivered). The table below provides the aggregate principal amount of each series of Notes that Verizon accepted on the terms and subject to the conditions set forth in the Offer Documents:
CUSIP
|
Issuer |
Title of Security |
Principal
|
Principal Amount Tendered(1) |
Principal Amount Accepted |
Aggregate Total Consideration and Accrued and Unpaid Interest |
| 92343VAR5 | Verizon Communications Inc. | 8.950% Notes due 2039 | $242,419,000 | $130,429,000 | $130,429,000 | $201,108,946.07 |
| 92344XAB5 | Verizon New York Inc. | 7.375% Debentures due 2032 | $243,526,000 | $38,501,000 | $38,501,000 | $50,825,999.02 |
| 92344GAS5 | Verizon Communications Inc. | 7.750% Notes due 2032 | $215,316,000 | $36,551,000 | $36,551,000 | $49,787,264.39 |
| 92343VBT0 | Verizon Communications Inc. | 6.550% Notes due 2043 | $2,266,003,000 | $847,162,000 | $847,162,000 | $1,051,124,487.55 |
| 92343VBS2 | Verizon Communications Inc. | 6.400% Notes due 2033 | $1,082,691,000 | $ 612,031,000 | $ 612,031,000 | $745,293,949.84 |
| 078167BA0 | Verizon Pennsylvania LLC | 8.750% Debentures due 2031 | $53,232,000 | $17,106,000 | $17,106,000 | $24,544,320.72 |
| 252759AM7 | Verizon Delaware LLC | 8.625% Debentures due 2031 | $10,391,000 | $8,010,000 | $8,010,000 | $11,645,221.69 |
| 165069AQ8 | Verizon Maryland LLC | 8.300% Debentures due 2031 | $23,566,000 | $1,822,000 | $1,822,000 | $2,532,666.03 |
| 078167AZ6 | Verizon Pennsylvania LLC | 8.350% Debentures due 2030 | $47,631,000 | $15,805,000 | $15,805,000 | $22,228,226.62 |
| 165087AL1 | Verizon Virginia LLC | 8.375% Debentures due 2029 | $18,620,000 | $9,403,000 | $9,403,000 | $13,228,948.80 |
| 165069AP0 | Verizon Maryland LLC | 8.000% Debentures due 2029 | $28,431,000 | $712,000 | $712,000 | $973,413.95 |
| 644239AY1 | Verizon New England Inc. | 7.875% Debentures due 2029 | $173,144,000 | $26,042,000 | $26,042,000 | $35,148,724.67 |
| 645767AW4 | Verizon New Jersey Inc. | 7.850% Debentures due 2029 | $86,262,000 | $7,708,000 | $7,708,000 | $10,384,348.17 |
| 650094CJ2 | Verizon New York Inc. | 6.500% Debentures due 2028 | $71,654,000 | $1,142,000 | $1,142,000 | $1,376,356.77 |
| 07786DAA4 | Verizon Pennsylvania LLC | 6.000% Debentures due 2028 | $68,495,000 | $11,157,000 | $11,157,000 | $12,918,206.81 |
| 92343VAU8 | Verizon Communications Inc. | 7.350% Notes due 2039 | $185,926,000 | $27,313,000 | $27,313,000 | $37,121,212.12 |
| 92343VAP9 | Verizon Communications Inc. | 6.900% Notes due 2038 | $269,719,000 | $49,565,000 | $49,565,000 | $64,583,112.37 |
| 92344GAM8/
92344GAC0 |
Verizon Communications Inc. | 7.750% Notes due 2030 | $742,491,000 | $159,635,000 | $159,635,000 | $223,888,930.03 |
| 165087AN7 | Verizon Virginia LLC | 7.875% Debentures due 2022 | $56,648,000 | $238,000 | $238,000 | $290,495.36 |
| 362320AT0 | GTE LLC | 8.750% Debentures due 2021 | $206,824,000 | $13,747,000 | $13,747,000 | $17,514,567.71 |
| 645767AY0 | Verizon New Jersey Inc. | 8.000% Debentures due 2022 | $146,292,000 | $25,038,000 | $25,038,000 | $31,332,108.07 |
| 92344WAB7 | Verizon Maryland LLC | 5.125% Debentures due 2033 | $179,209,000 | $14,682,000 | $14,682,000 | $15,806,410.80 |
| 92343VAK0 | Verizon Communications Inc. | 6.400% Notes due 2038 | $515,425,000 | $117,991,000 | $117,991,000 | $143,103,286.70 |
| 362320BA0 | GTE LLC | 6.940% Debentures due 2028 | $413,217,000 | $85,402,000 | $85,402,000 | $111,074,742.71 |
| 92343VAF1 | Verizon Communications Inc. | 6.250% Notes due 2037 | $442,796,000 | $103,568,000 | $103,568,000 | $126,239,064.00 |
| 92344GAX4 | Verizon Communications Inc. | 5.850% Notes due 2035 | $799,622,000 | $250,401,000 | $250,401,000 | $288,612,818.76 |
| 92343VAW4 | Verizon Communications Inc. | 6.000% Notes due 2041 | $500,204,000 | $208,782,000 | $208,782,000 | $246,236,794.87 |
| 362320AZ6 | GTE LLC | 6.840% Debentures due 2018 | $332,155,000 | $38,034,000 | $38,034,000 | $41,294,274.48 |
| 92343VAM6 | Verizon Communications Inc. | 6.100% Notes due 2018 | $666,524,000 | $152,493,000 | $152,493,000 | $163,886,345.33 |
| 92343VAL8 | Verizon Communications Inc. | 5.500% Notes due 2018 | $646,017,000 | $113,049,000 | $113,049,000 | $117,837,441.55 |
_______________________
(1) The amounts include the principal amount of Notes for which Verizon has received notices of guaranteed delivery. 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 March 21, 2017.
Verizon’s obligation to accept Notes tendered in the Offers was subject to the satisfaction of certain conditions described in the Offer Documents, including the Financing Condition (as defined in the Offer to Purchase).
The Financing Condition and the other customary conditions to the Offers have been satisfied, and Verizon accepted for payment all Notes of each series validly tendered and not validly withdrawn at or prior to the Expiration Date (including the Notes for which notices of guaranteed delivery have been delivered).
Payment of the required cash amounts for any Notes accepted will be made today, March 20, 2017 (the “Settlement Date”), except with respect to Notes validly tendered and not validly withdrawn and delivered pursuant to the guaranteed delivery procedures after 5:00 p.m. (Eastern time) on March 17, 2017 and at or prior to 5:00 p.m. (Eastern time) on March 21, 2017, which are expected to be settled on Wednesday, March 22, 2017. In addition to the applicable Total Consideration (as defined in the Offer to Purchase), holders whose Notes are accepted for purchase will be paid accrued and unpaid interest on such Notes to, but not including, the Settlement Date. The aggregate amount of Total Consideration and accrued and unpaid interest payable for each $1,000 principal amount of each series of Notes is set forth in the table above. Interest will cease to accrue on the Settlement Date for all Notes accepted, including those tendered through the guaranteed delivery procedures.
Verizon retained Barclays Capital Inc., BofA Merrill Lynch, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC to act as lead dealer managers (together, the “Lead Dealer Managers”) for the Offers and Deutsche Bank Securities Inc., Loop Capital Markets LLC, Mizuho Securities USA Inc., MUFG Securities Americas Inc. and UBS Securities LLC to act as the Co-Dealer Managers in connection with the Offers. Questions regarding terms and conditions of the Offers should be directed to Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect), BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect), Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect), or RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822 (collect).
Global Bondholder Services Corporation acted as the Information Agent and the Tender 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) 470-3800 (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/.
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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.
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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.
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