NEW YORK – Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced that, in connection with the Offers (as defined below), all Notes (as defined below) validly tendered and not validly withdrawn at or prior to the Early Participation Date (as defined below) will be accepted for purchase, in accordance with the terms of the Offer to Purchase (as defined below). As a result, the Waterfall Cap (as defined below) will be increased from a total cash amount of up to $4.0 billion to a total cash amount sufficient to accept for purchase all notes tendered prior to the Early Participation Date (approximately $5.6 billion).
Verizon also announced the early participation results, as of 5:00 p.m. (Eastern time) on March 4, 2022 (the “Early Participation Date”), of its previously announced 30 separate offers to purchase for its own account and on behalf of certain of its wholly-owned subsidiaries the outstanding series of debt securities listed in the table below (collectively, the “Notes”) for a total cash amount of up to the Waterfall Cap. We refer to each offer to purchase a series of Notes for cash as an “Offer” and, collectively, as the “Offers.” The Offers are made on the terms and subject to the conditions set forth in the Offer to Purchase dated February 16, 2022 (the “Original Offer to Purchase”), as amended by supplement no. 1 to the Original Offer to Purchase dated February 25, 2022 (the “Supplement” and, together with the Original Offer to Purchase, as the same may be further amended or supplemented from time to time, the “Offer to Purchase”).
Withdrawal rights for the Offers expired at 5:00 p.m. (Eastern time) on March 4, 2022. The Offers will each expire at 5:00 p.m. (Eastern time) on March 21, 2022, unless extended by Verizon (the “Expiration Date”).
Verizon’s obligation to accept Notes tendered in the Offers is subject to the terms and conditions described in the Offer to Purchase, including, among other things, (i) the Acceptance Priority Procedures (as described in Verizon’s press release dated February 16, 2022 announcing the Offers (the “Launch Press Release”)), (ii) a cap of originally $4.0 billion, which has now been increased to an amount sufficient to accept for purchase all notes tendered prior to the Early Participation Date (approximately $5.6 billion), on the Total Consideration (as defined in the Offer to Purchase) and/or Tender Consideration (as defined in the Offer to Purchase) to be paid in all of the Offers (the “Waterfall Cap”), and (iii) a separate cap of $1.0 billion on the aggregate Total Consideration and/or Tender Consideration to be paid for the 2.987% Notes due 2056 issued by Verizon Communications Inc.. The Accrued Coupon Payment (as defined in the Launch Press Release) is excluded from the Waterfall Cap. The Offers are not conditioned on any minimum amount of Notes being tendered, and none of the Offers is conditioned on the consummation of any of the other Offers.
All conditions to the Offers were deemed satisfied by Verizon by the Early Participation Date, or timely waived by Verizon. Accordingly, Verizon will settle all Notes validly tendered at or prior to the Early Participation Date and accepted for purchase, on March 9, 2022 (the “Early Settlement Date”). Because the Total Consideration to be paid for Notes validly tendered at or prior to the Early Participation Date will be equal to the increased Waterfall Cap, there will be no Final Settlement Date, and no Notes tendered after the Early Participation Date will be accepted for purchase.
Verizon was advised by Global Bondholder Services Corporation, as the Information Agent and the Tender Agent, that as of the Early Participation Date, the aggregate principal amounts of the Notes specified in the table below were validly tendered and not validly withdrawn:
| Acceptance Priority Level | CUSIP Number | Title of Security | Principal Amount Outstanding | Principal Amount Tendered as of the Early Participation Date | Percentage of Amount Outstanding Tendered as of the Early Participation Date |
|---|---|---|---|---|---|
| 1 | 92343VFW9/
92343VFM1/ U9221ABR8 |
2.987% notes due 2056 | $4,499,992,000 | $848,838,000 | 18.86% |
| 2 | 92343VDR2 | 4.812% notes due 2039 | $1,409,338,000 | $273,211,000 | 19.39% |
| 3 | 92343VCK8 | 4.862% notes due 2046 | $3,093,771,000 | $733,814,000 | 23.72% |
| 4 | 92343VDS0 | 5.012% notes due 2049 | $722,998,000 | $26,314,000 | 3.64% |
| 5 | 92343VCX0 | 4.522% notes due 2048 | $1,414,483,000 | $167,822,000 | 11.86% |
| 6 | 92343VCV4 | 4.272% notes due 2036 | $2,460,199,000 | $637,792,000 | 25.92% |
| 7 | 92344GAS5 | 7.750% notes due 2032 | $111,496,000 | $4,689,000 | 4.21% |
| 8 | 92344XAB5 | 7.375% debentures due 2032 | $108,723,000 | $9,286,000 | 8.54% |
| 9 | 020039DC4 | 7.875% notes due 2032 | $58,498,000 | $2,651,000 | 4.53% |
| 10 | 92343VAR5 | 8.950% notes due 2039 | $108,368,000 | $1,210,000 | 1.12% |
| 11 | 92343VEM2 | 7.875% notes due 2032 | $103,014,000 | $2,000,000 | 1.94% |
| 12 | 92343VAU8 | 7.350% notes due 2039 | $143,195,000 | $30,992,000 | 21.64% |
| 13 | 92343VAP9 | 6.900% notes due 2038 | $172,700,000 | $20,485,000 | 11.86% |
| 14 | 92343VBS2 | 6.400% notes due 2033 | $385,602,000 | $31,448,000 | 8.16% |
| 15 | 92343VAK0 | 6.400% notes due 2038 | $276,645,000 | $104,578,000 | 37.80% |
| 16 | 92343VAF1 | 6.250% notes due 2037 | $274,853,000 | $33,555,000 | 12.21% |
| 17 | 92344GAX4 | 5.850% notes due 2035 | $427,379,000 | $7,166,000 | 1.68% |
| 18 | 92344WAB7 | 5.125% debentures due 2033 | $140,865,000 | $1,780,000 | 1.26% |
| 19 | 92343VAW4 | 6.000% notes due 2041 | $122,405,000 | $268,000 | 0.22% |
| 20 | 92343VCZ5 | 4.672% notes due 2055 | $835,790,000 | $113,229,000 | 13.55% |
| 21 | 92343VCM4 | 5.012% notes due 2054 | $825,118,000 | $31,137,000 | 3.77% |
| 22 | 92343VBT0 | 6.550% notes due 2043 | $805,189,000 | $1,833,000 | 0.23% |
| 23 | 92343VDU5 | 5.250% notes due 2037 | $1,291,758,000 | $196,698,000 | 15.23% |
| 24 | 92343VDV3 | 5.500% notes due 2047 | $533,109,000 | $75,770,000 | 14.21% |
| 25 | 92343VEA8 | 4.500% notes due 2033 | $3,000,000,000 | $863,055,000 | 28.77% |
| 26 | 92343VCQ5 | 4.400% notes due 2034 | $2,274,789,000 | $386,344,000 | 16.98% |
| 27 | 92343VBZ6 | 5.050% notes due 2034 | $196,306,000 | $23,114,000 | 11.77% |
| 28 | 92343VBE3 | 4.750% notes due 2041 | $570,169,000 | $82,368,000 | 14.45% |
| 29 | 92343VDC5 | 4.125% notes due 2046 | $1,095,517,000 | $168,659,000 | 15.40% |
| 30 | 92343VBG8 | 3.850% notes due 2042 | $867,453,000 | $151,954,000 | 17.52% |
Promptly after 9:00 a.m. (Eastern time) today, March 7, 2022, Verizon will issue a press release specifying, among other things, (i) the aggregate principal amount of Notes accepted in each Offer, (ii) the offer yield for each series of Notes, which is equal to the sum of (a) the applicable reference yield, which shall be based on the bid-side price of the applicable Reference U.S. Treasury Security (specified in the Launch Press Release for such series of Notes) as quoted on the Bloomberg reference page “FIT1” as of 9:00 a.m. Eastern time, today, March 7, 2022, plus (b) the Amended Fixed Spread (as defined in the Supplement) for the applicable series of Notes, and (iii) the Total Consideration for each series of Notes, which includes an early participation payment of $50 per $1,000 principal amount of Notes.
On March 9, 2022, holders of Notes validly tendered at or prior to the Early Participation Date that are accepted for purchase by Verizon will receive the applicable Total Consideration, in cash, and an additional cash payment equal to the accrued and unpaid interest on such Notes to, but not including, the Early Settlement Date.
Verizon has retained Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC to act as lead dealer managers for the Offers and BNP Paribas Securities Corp., Mizuho Securities USA LLC, Cabrera Capital Markets LLC, CastleOak Securities, L.P., Great Pacific Securities, R. Seelaus & Co., LLC, Tigress Financial Partners, LLC, Bancroft Capital, LLC, Drexel Hamilton, LLC, MFR Securities, Inc. and Mischler Financial Group, Inc. to act as co-dealer managers for 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), Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-7823 (collect), Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect), or Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4756 (collect).
Global Bondholder Services Corporation is acting 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 to Purchase may be directed to Global Bondholder Services Corporation at (855) 654-2015 (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.
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. The Offers are being made solely pursuant to the Offer to Purchase. The Offers 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 to be made by a licensed broker or dealer, the 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 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 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 (i) persons who are outside the United Kingdom, or (ii) 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 (iii) within Article 43 of the Financial Promotion Order, or (iv) 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 (such persons together being “relevant persons”). Any person who is not a relevant person should not act or rely on any document relating to the Offers or any of their contents.
This communication and any other documents or materials relating to the 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(1)(e) of Regulation (EU) 2017/1129. The Offer is only available to Qualified Investors. None of the information in the Offer to Purchase and any other documents and materials relating to the Offer should be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.
Each Holder participating in the Offers will give certain representations in respect of the jurisdictions referred to above and generally as set out herein. Any tender of Notes for purchase pursuant to the Offers from a Holder that is unable to make these representations will not be accepted. Each of Verizon, the Dealer Managers, the Tender Agent and the Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Verizon determines (for any reason) that such representation is not correct, such tender shall not be accepted.
Cautionary statement regarding forward-looking statements
In this communication Verizon has 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 that could cause actual results to differ materially from those currently anticipated, including those discussed in the Offer to Purchase under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference in the Offer to Purchase. 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.
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