Verizon announces early participation results and the pricing terms of its tender offers for all series of any and all notes and the results of its consent solicitation
NEW YORK, March 18, 2016 --Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today announced the early participation results as of 5:00 p.m., New York City time, on March 17, 2016 (the "Any and All Early Participation Time") and the pricing of its previously announced concurrent, but separate, cash tender offers on behalf of itself and certain of its subsidiaries for (i) any and all outstanding Group 1 Any and All Notes and (ii) any and all outstanding Group 2 Any and All Notes. Verizon also announced the results as of the Any and All Early Participation Time of its previously announced concurrent Consent Solicitation with respect to each series of the Group 1 Any and All Notes. Capitalized terms used but not defined herein have the meanings set forth in the offer to purchase dated March 4, 2016 (the "Offer to Purchase").
The complete terms of the Any and All Offers and the Consent Solicitation are set forth in the Offer to Purchase and the related letter of transmittal. Copies of the Offer to Purchase and the related letter of transmittal are available upon request from Global Bondholder Services Corporation at the telephone numbers provided below.
Withdrawal rights for the Any and All Offers expired at 5:00p.m., New York City time, on March 17, 2016 and have not been extended. The Any and All Offers will expire at 5:00 p.m., New York City time, on April 1, 2016, unless extended (the "Any and All Expiration Time").
The Reference Yield of each UST Reference Security for each series of Any and All Notes was measured as of 11:00 a.m., New York City time, on Friday, March 18, 2016 (the "Any and All Price Determination Time"), and the Total Consideration and Tender Offer Consideration for each series of Any and All Notes were calculated in accordance with the Offer to Purchase.
The tables below set forth the aggregate principal amount of Any and All Notes validly tendered and not validly withdrawn at or prior to the Any and All Early Participation Time and accepted for purchase, the Reference Yield, the Total Consideration and the Tender Offer Consideration for each series of Any and All Notes.
Group 1 Any and All Offer
| Group 1 Any and All Notes | CUSIP | Principal Amount Outstanding | Aggregate Principal Amount Accepted1 | Bloomberg Reference Page | UST Reference Security | Reference Yield | Fixed Spread (Basis Points) | Total Consideration2 | Tender Offer Consideration3 | Accrued and Unpaid Interest4 |
| 2.50% Notes due 2016 | 92343VBN3 | $2,182,335,000 | $1,271,367,000 | FIT3 | 0.875% due Sep. 15, 2016 | 0.494% | 30 | $1,007.60 | $977.60 | $1.32 |
| 2.00% Notes due 2016 | 92343VBD5 | $1,250,000,000 | $674,395,000 | FIT3 | 0.375% due Oct. 31, 2016 | 0.542% | 20 | $1,007.20 | $977.20 | $8.50 |
| 6.35% Notes due 2019 | 92343VAV6 | $1,750,000,000 | $969,614,000 | FIT5 | 1.500% due Mar. 31, 2019 | 1.006% | 75 | $1,133.32 | $1,103.32 | $0.53 |
Group 2 Any and All Offer
| Group 2 Any and All Notes | CUSIP | Principal Amount Outstanding | Aggregate Principal Amount Accepted1 | Bloomberg Reference Page | UST Reference Security | Reference Yield | Fixed Spread (Basis Points) | Total Consideration2 | Tender Offer Consideration3 | Accrued and Unpaid Interest4 |
| 8.375% Debentures due 2019 | 252759AL9 | $15,000,000 | $15,000,000 | FIT1 | 0.750% due Feb. 15, 2019 | 0.996% | 180 | $1,182.11 | $1,132.11 | $4.42 |
| 8.625% Debentures due 2031 | 252759AM7 | $15,000,000 | $4,609,000 | FIT1 | 1.625% due Feb. 15, 2026 | 1.873% | 330 | $1,365.39 | $1,315.39 | $40.49 |
| 8.00% Debentures due 2029 | 165069AP0 | $50,000,000 | $21,484,000 | FIT1 | 1.625% due Feb. 15, 2026 | 1.873% | 305 | $1,301.32 | $1,251.32 | $37.56 |
| 8.30% Debentures due 2031 | 165069AQ8 | $100,000,000 | $75,792,000 | FIT1 | 1.625% due Feb. 15, 2026 | 1.873% | 315 | $1,347.26 | $1,297.26 | $14.53 |
| 5.125% Debentures due 2033 | 92344WAB7 | $350,000,000 | $169,433,000 | FIT1 | 3.000% due Nov. 15, 2045 | 2.665% | 235 | $1,012.50 | $962.50 | $15.52 |
| 7.875% Debentures due 2029 | 644239AY1 | $348,965,000 | $175,807,000 | FIT1 | 1.625% due Feb. 15, 2026 | 1.873% | 330 | $1,261.63 | $1,211.63 | $30.41 |
| 8.00% Debentures due 2022 | 645767AY0 | $200,000,000 | $53,683,000 | FIT1 | 1.125% due Feb. 28, 2021 | 1.338% | 230 | $1,238.65 | $1,188.65 | $27.33 |
| 7.85% Debentures due 2029 | 645767AW4 | $148,935,000 | $62,380,000 | FIT1 | 1.625% due Feb. 15, 2026 | 1.873% | 285 | $1,311.32 | $1,261.32 | $30.31 |
| 6.50% Debentures due 2028 | 650094CJ2 | $100,000,000 | $28,288,000 | FIT1 | 1.625% due Feb. 15, 2026 | 1.873% | 295 | $1,151.71 | $1,101.71 | $30.51 |
| 7.375% Debentures due 2032 | 92344XAB5 | $500,000,000 | $256,329,000 | FIT1 | 3.000% due Nov. 15, 2045 | 2.665% | 280 | $1,201.92 | $1,151.92 | $0.61 |
| 6.00% Debentures due 2028 | 07786DAA4 | $125,000,000 | $55,934,000 | FIT1 | 1.625% due Feb. 15, 2026 | 1.873% | 295 | $1,110.47 | $1,060.47 | $20.50 |
| 8.35% Debentures due 2030 | 078167AZ6 | $174,975,000 | $127,203,000 | FIT1 | 1.625% due Feb. 15, 2026 | 1.873% | 330 | $1,324.10 | $1,274.10 | $25.28 |
| 8.75% Debentures due 2031 | 078167BA0 | $125,000,000 | $71,658,000 | FIT1 | 1.625% due Feb. 15, 2026 | 1.873% | 345 | $1,356.47 | $1,306.47 | $11.91 |
| 7.875% Debentures due 2022 | 165087AN7 | $100,000,000 | $43,342,000 | FIT1 | 1.125% due Feb. 28, 2021 | 1.338% | 215 | $1,227.79 | $1,177.79 | $17.28 |
| 8.375% Debentures due 2029 | 165087AL1 | $100,000,000 | $81,369,000 | FIT1 | 1.625% due Feb. 15, 2026 | 1.873% | 320 | $1,319.78 | $1,269.78 | $0.70 |
| (1) | As of 5:00 p.m. March 17, 2016, as reported by the Depositary. | |
| (2) | Per $1,000 principal amount of Notes, assuming a settlement date of April 4, 2016. The Total Consideration includes the Early Tender Premium and excludes accrued and unpaid interest. | |
| (3) | Per $1,000 principal amount of Notes, assuming a settlement date of April 4, 2016. The Tender Offer Consideration excludes the Early Tender Premium and accrued and unpaid interest. | |
| (4) | Per $1,000 principal amount of Notes, assuming a settlement date of April 4, 2016. |
Holders whose Any and All Notes were validly tendered at or prior to the Any and All Early Participation Time and accepted for purchase will receive the applicable Total Consideration, which includes the Early Tender Premium. Holders who validly tender their Any and All Notes after the Any and All Early Participation Time but at or prior to the Any and All Expiration Time will receive the applicable Tender Offer Consideration, which excludes the Early Tender Premium, if such Any and All Notes are accepted for purchase. In each case, holders whose Any and All Notes are accepted for purchase will also receive accrued and unpaid interest from and including the last interest payment date for such series of Any and All Notes to, but not including, the Settlement Date.
Upon the terms and subject to the conditions set forth in the Offer to Purchase, payment for Any and All Notes accepted for purchase will be made promptly after the Any and All Expiration Time on the Settlement Date, which is expected to be on or about April 4, 2016.
Each Any and All Offer and the Consent Solicitation is conditioned upon the satisfaction of certain conditions, including 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.
Verizon has also received the Requisite Consents with respect to each series of the Group 1 Any and All Notes necessary to amend the Verizon Communications Indenture to give effect to the Proposed Amendment with respect to such series.
As previously announced in Verizon's press release relating to the Waterfall Offer dated as of March 14, 2016, the Price Determination Time for the Waterfall Notes has been extended to 11:00 a.m., New York City time, on March 21, 2016. Verizon intends to issue a press release announcing the early participation results of its tender offers for all series of Waterfall Notes prior to the Price Determination Time for the Waterfall Notes.
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 or for assistance with the procedures for tendering Notes 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.
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Media contact:
Bob Varettoni
908-559-6388
robert.a.varettoni@verizon.com
Source Verizon Communications Inc
