Verizon announces cap increases and early participation results for tender offer for debt securities

NEW YORK – Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced, in connection with Verizon’s previously announced Offers (as defined below) to purchase its outstanding Securities (as defined below): (1) that Verizon is amending each of the caps applicable to the Offers and (2) the early participation results for the Offers as of 5:00 p.m. (Eastern time) on August 7, 2023 (the “Early Participation Date”).

Verizon is amending the terms of the Offers (1) to increase the Group 1 Waterfall Cap (as defined below) from $750.0 million to $1.5 billion, (2) to increase the Group 2 Waterfall Cap (as defined below) from $750.0 million to a total cash amount sufficient to accept for purchase (x) all Group 2 Notes (as defined below) with an Acceptance Priority Level (as indicated in the second table below) of 1 or 2 and (y) Group 2 Notes with an Acceptance Priority Level (as indicated in the second table below) of 3 in an amount up to the Level 3 Sub Cap (as defined below and increased today), in each case, that have been validly tendered and not validly withdrawn at or prior to the Early Participation Date and (3) to increase the Level 3 Sub Cap from $400.0 million to $450.0 million.

The Offers are oversubscribed and certain Offers will be subject to proration. In particular: (1) the purchase of all Group 1 Notes (as defined below) that have been validly tendered and not validly withdrawn at or prior to the Early Participation Date would cause the Total Consideration (as defined in Verizon’s press release dated July 25, 2023 announcing the Offers (the “Launch Press Release”)), excluding the applicable Accrued Coupon Payments (as defined below), for the Group 1 Notes to exceed the Group 1 Waterfall Cap, (2) the purchase of all Group 2 Notes that have been validly tendered and not validly withdrawn at or prior to the Early Participation Date would cause the Total Consideration, excluding the applicable Accrued Coupon Payments, for the Group 2 Notes to exceed the Group 2 Waterfall Cap and (3) the purchase of all of Verizon’s 2.550% notes due 2031 that have been validly tendered and not validly withdrawn at or prior to the Early Participation Date would cause the Total Consideration, excluding the applicable Accrued Coupon Payments, for Verizon’s 2.550% notes due 2031 to exceed the Level 3 Sub Cap.

As a result, (1) Verizon will not purchase any Group 1 Notes with an Acceptance Priority Level (as indicated in the first table below) of 4 or lower or any Group 2 Notes with an Acceptance Priority Level (as indicated in the second table below) of 4, (2) the Offers in respect of Verizon’s floating rate notes due 2026 and Verizon’s 2.550% notes due 2031 will be subject to proration (and Verizon will announce the related proration factors later today), (3) there will be no Final Settlement Date (as defined in the Launch Press Release) and (4) no Securities tendered after the Early Participation Date will be accepted for purchase.

The tables below set forth the early participation results, as of 5:00 p.m. (Eastern time) on August 7, 2023 (the “Early Participation Date”) for Verizon’s previously announced 14 separate offers to purchase for cash (subject to the caps described below, as increased today), with respect to: (i) the outstanding series of debt securities listed in the first table below, labeled “Group 1 Offers” (collectively, the “Group 1 Notes”) and (ii) the outstanding series of debt securities listed in the second table below, labeled “Group 2 Offers” (collectively, the “Group 2 Notes,” and together with the Group 1 Notes, the “Securities”). Verizon refers to each offer to purchase a series of debt securities for cash as an “Offer,” the offers to purchase the Group 1 Notes, collectively as the “Group 1 Offers,” the offers to purchase the Group 2 Notes, collectively as the “Group 2 Offers” and all the offers to purchase the Securities, collectively as the “Offers.” 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 Securities specified in the tables below were validly tendered and not validly withdrawn:

The Offers are made on the terms and subject to the conditions set forth in the Offer to Purchase dated July 25, 2023 (the “Offer to Purchase”).

Withdrawal rights for the Offers expired at 5:00 p.m. (Eastern time) on August 7, 2023. The Offers will each expire at 5:00 p.m. (Eastern time) on August 22, 2023, unless extended by Verizon.

Verizon’s obligation to accept Securities 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 the Launch Press Release), (ii) a cap on the total cash Verizon pays to purchase the Group 1 Notes validly tendered, excluding the applicable Accrued Coupon Payments (as defined below), of originally $750.0 million, which has now been increased to $1.5 billion (the “Group 1 Waterfall Cap”) and (iii) a cap on the total cash Verizon pays to purchase the Group 2 Notes validly tendered, excluding the applicable Accrued Coupon Payments, of originally $750.0 million, which has now been increased to a total cash amount sufficient to accept for purchase (x) all Group 2 Notes with an Acceptance Priority Level (as indicated in the second table above) of 1 or 2 and (y) Group 2 Notes with an Acceptance Priority Level of 3 (as indicated in the second table above) in an amount up to the Level 3 Sub Cap (as increased today), in each case, that have been validly tendered and not validly withdrawn at or prior to the Early Participation Date (the “Group 2 Waterfall Cap” and, together with the Group 1 Waterfall Cap, the “Waterfall Caps”). In addition, the separate cap on the total cash Verizon pays to purchase the 2.550% notes due 2031 validly tendered, excluding the Applicable Coupon Payments, of originally $400.0 million (the “Level 3 Sub Cap”), has been increased to $450.0 million. The Offers are not conditioned on any minimum amount of Securities 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 Securities validly tendered at or prior to the Early Participation Date and accepted for purchase, on August 9, 2023 (the “Early Settlement Date”). All tendered Securities that are not accepted for purchase will be promptly returned to the tendering holder.

Promptly after 9:00 a.m. (Eastern time) today, August 8, 2023, Verizon will issue a press release specifying, among other things, (i) the aggregate principal amount of Securities accepted in each Offer, (ii) the proration factors applicable to the Offers, (iii) the offer yield for each series of fixed-rate Securities, 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 Securities) as quoted on the Bloomberg reference page “FIT1” as of 9:00 a.m. Eastern time, today, August 8, 2023, plus (b) the fixed spread for the applicable series of fixed-rate Securities and (iv) the Total Consideration for each series of fixed-rate Securities. The Total Consideration for each series of Securities includes an early participation payment of $50 per $1,000 principal amount of Securities.

On August 9, 2023, holders of Securities 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 Securities to, but not including, the Early Settlement Date (the “Accrued Coupon Payment”).

Verizon has retained Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc. to act as lead dealer managers for the Offers and CastleOak Securities, L.P., Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC to act as co-dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4045 (collect), Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect), or SMBC Nikko Securities America, Inc. at (888) 284-9760 (toll-free) or (212) 224-5163 (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 sell any Securities. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Securities 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 and any other documents or materials relating to the Offers have 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 Offers 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 Offers are only available to Qualified Investors. None of the information in the Offer to Purchase and any other documents and materials relating to the Offers 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 Securities 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 Securities 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,” “target,” “forecast,” 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.