NEW YORK – Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the results of its previously announced 11 separate offers to purchase for cash any and all of the outstanding series of notes listed in the table below (collectively, the “Notes”). Each offer to purchase a series of Notes is referred to as an “Offer” and collectively, as the “Offers”. The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 24, 2019 relating to the Notes (the “Offer to Purchase”) and the accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery,” and together with the Offer to Purchase, the “Offer Documents”).
The Offers expired at 5:00 p.m. (Eastern time) on October 31, 2019 (the “Expiration Date”).
Verizon was advised by Global Bondholder Services Corporation, as the Tender Agent and the Information Agent, that as of the Expiration Date the aggregate principal amount of each series of Notes specified in the table below were validly tendered and not validly withdrawn (including the principal amount of Notes for which holders have complied with certain procedures applicable to guaranteed delivery pursuant to the guaranteed delivery procedures). The table below provides the aggregate principal amount of each series of Notes that Verizon accepted in the Offers on the terms and subject to the conditions set forth in the Offer Documents:
|Acceptance Priority Level||CUSIP Number||
Title of Security
|Principal Amount Outstanding||
Principal Amount Tendered(1)
Principal Amount Accepted(1)
|1||92343VCZ5||4.672% notes due 2055||$3,172,131,000||$1,079,508,000||$1,079,508,000||$1,337,003,043.24|
|2||92343VCM4||5.012% notes due 2054||$1,574,144,000||$356,454,000||$356,454,000||$464,206,479.66|
|3||92343VDS0||5.012% notes due 2049||$3,535,114,000||$1,004,231,000||$1,004,231,000||$1,294,574,266.72|
|4||92343VDV3||5.500% notes due 2047||$1,430,580,000||$210,802,000||$210,802,000||$286,834,065.36|
|5||92343VCK8||4.862% notes due 2046||$4,317,480,000||$425,951,000||$425,951,000||$532,962,669.73|
|6||92343VCX0||4.522% notes due 2048||$4,528,159,000||$389,542,000||$389,542,000||$469,331,887.86|
|7||92343VBT0||6.550% notes due 2043||$1,018,898,000||$67,390,000||$67,390,000||$101,283,800.50|
|8||92343VDC5||4.125% notes due 2046||$1,274,054,000||$135,245,000||$135,245,000||$152,848,489.20|
|9||92343VBE3||4.750% notes due 2041||$710,670,000||$32,012,000||$32,012,000||$38,432,966.96|
|10||92343VBG8||3.850% notes due 2042||$1,006,378,000||$85,631,000||$85,631,000||$91,766,461.15|
|11||92343VDR2||4.812% notes due 2039||$1,582,870,000||$36,575,000||$36,575,000||$44,075,801.00|
(1) The amounts include the principal amount of Notes for which holders have complied with certain procedures applicable to guaranteed delivery pursuant to the guaranteed delivery procedures. 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 November 4, 2019.
Verizon’s obligation to accept Notes tendered in the Offers was subject to the satisfaction of certain conditions described in the Offer Documents, including, among other things, the Maximum Total Consideration Condition (as defined in the Offer to Purchase).
The customary conditions to the Offers have been satisfied. The Maximum Total Consideration Condition has been satisfied with respect to series of Notes with Acceptance Priority Level (as set forth in the table above) of 7 and higher. The aggregate Total Consideration (as defined in the Offer to Purchase) payable for the series of Notes with Acceptance Priority Level 8 (together with the aggregate Total Consideration payable for each series of Notes with a higher Acceptance Priority Level) is greater than $4,600,000,000. Therefore, the Maximum Total Consideration Condition has not been satisfied with respect to series of Notes with an Acceptance Priority Level of 8 and lower. However, Verizon has decided to waive the Maximum Total Consideration Condition with respect to the series of Notes with an Acceptance Priority Level of 8 and lower. Accordingly, all Notes validly tendered (including Notes for which holders have complied with certain procedures applicable to guaranteed delivery pursuant to the guaranteed delivery procedures) at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Date (as defined in the Offer to Purchase) have been accepted for purchase.
Payment of the required cash amounts for any Notes accepted will be made on November 5, 2019 (the “Settlement Date”). In addition to the applicable Total Consideration, holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date. The aggregate Total Consideration for each series of Notes is set forth in the table above. Interest will cease to accrue on the applicable Settlement Date for all Notes accepted in the Offers, including those tendered through the guaranteed delivery procedures.
Verizon retained Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC to act as lead dealer managers for the Offers and BofA Securities, Inc., Loop Capital Markets LLC, Wells Fargo Securities, LLC, Academy Securities Inc., R. Seelaus & Co., LLC and The Williams Capital Group, L.P. to act as co-dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Credit Suisse at (800) 820-1653 (toll-free) or (212) 325-2476 (collect), J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-4811 (collect) or Morgan Stanley at (800) 624-1808 (toll-free) or (212) 761-1057 (collect).
Global Bondholder Services Corporation acted as the Tender Agent and the Information 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) 470-4300 (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/.