REG-VerizonCommunication: Verizon States Early Tender Results of Exchange Offers <Origin Href="QuoteRef">VZ.N</Origin>

Verizon CommunicationsAnnouncement

26/02/2015 07:00

Update 2: Verizon Announces Early Tender Results of Exchange Offers and    
 Increases of the Maximum Exchange Amounts under the 2048 Exchange Offers and  
                              2055 Exchange Offer                              

NEW YORK, Feb. 25, 2015 -- Verizon Communications Inc. ("Verizon")
(NYSE, NASDAQ: VZ; LSE: VZC) today announced the early tender results of its
previously announced seven separate private offers to exchange (the "Exchange
Offers") specified series of debt securities issued by Verizon and by GTE
Corporation (a subsidiary of Verizon) (collectively, the "Old Notes") for new
debt securities to be issued by Verizon (the "New Notes") and, in the case of
the 6.94% debentures due 2028 of GTE Corporation (the "GTE Debentures"), cash,
each in accordance with the terms of the Exchange Offers. Verizon also
announced that it increased the maximum aggregate principal amount of New Notes
that may be issued pursuant to certain of the Exchange Offers.

The Exchange Offers consist of the following:

(a) an offer to exchange the 5.15% notes due 2023 of Verizon for new 4.272%
notes due 2036 of Verizon (the "New Notes due 2036"), provided that the
principal amount of New Notes due 2036 to be issued in such Exchange Offer on
an aggregate basis shall not exceed $3,000,000,000 (the "2036 Maximum Exchange
Amount") (the "2036 Exchange Offer");

(b) (i) an offer to exchange the 6.90% notes due 2038 of Verizon;

(ii) an offer to exchange the 6.40% notes due 2038 of Verizon;

(iii) an offer to exchange the 6.40% notes due 2033 of Verizon;

(iv) an offer to exchange the 6.25% notes due 2037 of Verizon; and

(v) an offer to exchange the GTE Debentures;

in each case, for new 4.522% notes due 2048 of Verizon (the "New Notes due
2048") and, in the case of the GTE Debentures, cash, provided that the
principal amount of New Notes due 2048 to be issued in such Exchange Offers on
an aggregate basis shall not exceed $5,000,000,000 (previously $4,500,000,000)
(the "2048 Maximum Exchange Amount") (collectively, the "2048 Exchange
Offers"); and

(c) an offer to exchange the 6.55% notes due 2043 of Verizon for new 4.672%
notes due 2055 of Verizon (the "New Notes due 2055"), provided that the
principal amount of New Notes due 2055 to be issued in such Exchange Offer on
an aggregate basis shall not exceed $5,500,000,000 (previously $5,000,000,000)
(the "2055 Maximum Exchange Amount") (the "2055 Exchange Offer"). Each of the
2036 Maximum Exchange Amount, the 2048 Maximum Exchange Amount and the 2055
Maximum Exchange Amount is referred to herein as a "Maximum Exchange Amount."

As described above, Verizon has increased the 2048 Maximum Exchange Amount from
$4,500,000,000 to $5,000,000,000 and the 2055 Maximum Exchange Amount from
$5,000,000,000 to $5,500,000,000. The 2036 Maximum Exchange Amount will remain
unchanged at $3,000,000,000. All other terms of the Exchange Offers remain
unchanged.

The Exchange Offers are being conducted by Verizon upon the terms and subject
to the conditions set forth in a confidential offering memorandum, dated
February 11, 2015 (the "Offering Memorandum").

Based on information provided by Global Bondholder Services Corporation, the
exchange agent and information agent for the Exchange Offers, the following
aggregate principal amount of each series of Old Notes was validly tendered and
not validly withdrawn at or prior to the Early Participation Date (as defined
below) pursuant to the Exchange Offers:

Old Notes included in the 2036 Exchange Offer:

CUSIP                            Principal        Principal Amount     
Number     Title of Security     Amount           Tendered by the Early
                                 Outstanding      Participation Date   
92343VBR4  5.15% notes due 2023  $11,000,000,000  $2,454,501,000       
                                                                       

Old Notes included in the 2048 Exchange Offers:

CUSIP/ISIN                                 Acceptance  Principal       Principal Amount     
Number       Title of Security             Priority    Amount          Tendered by the Early
                                           Level       Outstanding     Participation Date  
92343VAP9    6.90% notes due 2038(1)       1           $1,250,000,000  $773,422,000        
92343VAK0    6.40% notes due 2038(1)       2           $1,750,000,000  $878,613,000        
92343VBS2    6.40% notes due 2033(1)       3           $4,355,455,000  $2,327,313,000      
92343VAF1    6.25% notes due 2037(1)       4           $750,000,000    $308,599,000        
362320BA0    6.94% debentures due 2028(2)  5           $800,000,000    $145,136,000         
                                                                                            

Old Notes included in the 2055 Exchange Offer:

CUSIP                            Principal        Principal Amount     
Number     Title of Security     Amount           Tendered by the Early
                                 Outstanding      Participation Date  
92343VBT0  6.55% notes due 2043  $10,669,606,000  $4,646,996,000       
                                                                       
                                                              
(1)          Issued by Verizon.         
(2)          Issued by GTE Corporation, a subsidiary of       
             Verizon.                                         
                                                              

As set forth above, since tenders of the 6.90% notes due 2038, the 6.40% notes
due 2038 and the 6.40% notes due 2033 would otherwise result in an issuance of
New Notes due 2048 in an aggregate principal amount that exceeds the 2048
Maximum Exchange Amount, Verizon will promptly return the 6.25% notes due 2037
and the GTE Debentures and will not accept further tenders of these two series
of Old Notes.

Subject to the terms and conditions of the 2036 Exchange Offer and the 2055
Exchange Offer, we will accept for exchange the Old Notes validly tendered in
the 2036 Exchange Offer and the 2055 Exchange Offer, respectively, subject to
the 2036 Maximum Exchange Amount and 2055 Maximum Exchange Amount (including
the increase of the 2055 Maximum Exchange Amount), as applicable. If the 2036
Maximum Exchange Amount or the 2055 Maximum Exchange Amount is not adequate to
permit the acceptance for exchange of all of the validly tendered and not
validly withdrawn Old Notes for the 2036 Exchange Offer or the 2055 Exchange
Offer, respectively, we will allocate the applicable Maximum Exchange Amount
among the aggregate principal amount of such Old Notes on a pro rata basis.

Subject to the terms and conditions of the 2048 Exchange Offers (including the
increase of the 2048 Maximum Exchange Amount), we will accept for exchange the
Old Notes of any series validly tendered in the 2048 Exchange Offers in
accordance with the applicable "Acceptance Priority Level" (in numerical
priority order) for such series as set forth in the table for the 2048 Exchange
Offers above (each, an "Acceptance Priority Level"), with Acceptance Priority
Level 1 being the highest priority level. Subject to the 2048 Maximum Exchange
Amount, all Old Notes validly tendered in the 2048 Exchange Offers that have a
higher Acceptance Priority Level will be accepted for exchange before any
validly tendered Old Notes in the 2048 Exchange Offers that have a lower
Acceptance Priority Level are accepted. If the remaining available portion of
the 2048 Maximum Exchange Amount is not adequate to permit the acceptance for
exchange of all of the validly tendered Old Notes having a particular
Acceptance Priority Level, we will allocate such available 2048 Maximum
Exchange Amount among the aggregate principal amount of such validly tendered
Old Notes having such Acceptance Priority Level on a pro rata basis, and any
validly tendered Old Notes having a lower Acceptance Priority Level will not be
accepted for exchange.

The withdrawal date (5:00 p.m. (New York City time) on February 25, 2015) for
the Exchange Offers has now passed. In accordance with the terms of the
Exchange Offers, tendered Old Notes may no longer be withdrawn, except in
certain limited circumstances where additional withdrawal rights are required
by law. The Exchange Offers will expire at 11:59 p.m. (New York City time) on
March 11, 2015, unless extended by Verizon (the "Expiration Date").

Eligible Holders (as defined below) that validly tendered and did not validly
withdraw their Old Notes at or prior to 5:00 p.m. (New York City time) on
February 25, 2015 (the "Early Participation Date") will be eligible to receive
the applicable Total Exchange Price (the "Total Exchange Price"), which
includes the applicable early participation payment (the "Early Participation
Payment"), each as described in the Offering Memorandum. Eligible Holders who
validly tender their Old Notes after the Early Participation Date, but at or
prior to the Expiration Date, will be eligible to receive the applicable
Exchange Price (the "Exchange Price"), which is the applicable Total Exchange
Price minus the applicable Early Participation Payment. For each series of Old
Notes that have been accepted by Verizon, the Total Exchange Price and Exchange
Price will be paid in a principal amount of applicable New Notes equal to such
Total Exchange Price or Exchange Price, respectively. The Total Exchange
Prices, Exchange Prices and interest rates on the New Notes were determined at
11:00 a.m. (New York City time) on February 25, 2015 and were disclosed earlier
today.

The settlement date for the Exchange Offers will be promptly following the
Expiration Date and is expected to be March 13, 2015, which is the second
business day after the Expiration Date. Verizon will not receive any cash
proceeds from the Exchange Offers.

Consummation of the Exchange Offers is subject to the satisfaction of certain
conditions, including (1) certain customary conditions, including the absence
of certain adverse legal and market developments and (2) the Accounting
Treatment Condition (as described in the Offering Memorandum). No Exchange
Offer is conditioned upon any minimum amount of Old Notes being tendered or the
consummation of any other Exchange Offer, and, subject to applicable law, each
Exchange Offer may be amended, extended or terminated individually.

The Exchange Offers are being extended only (1) to holders of Old Notes that
are "Qualified Institutional Buyers" as defined in Rule 144A under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), in a private
transaction in reliance upon the exemption from the registration requirements
of the U.S. Securities Act provided by Section 4(a)(2) thereof and (2) outside
the United States, to holders of Old Notes other than "U.S. persons" (as
defined in Rule 902 under Regulation S of the U.S. Securities Act) and who are
not acquiring New Notes for the account or benefit of a U.S. person, in
offshore transactions in compliance with Regulation S under the U.S. Securities
Act, and who are "Non-U.S. qualified offerees" (as defined in the Offering
Memorandum) (each of the foregoing, an "Eligible Holder"), and in each case who
have certified in an eligibility letter certain matters to Verizon, including
the above status. Only Eligible Holders who have completed and returned an
eligibility letter are authorized to receive the Offering Memorandum and to
participate in the Exchange Offers. Holders of Old Notes who desire a copy of
the eligibility letter may contact Global Bondholder Services Corporation
toll-free at (866) 470-3800 or at (212) 430-3774 (banks and brokerage firms).

Eligible Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Old Notes as to when such intermediary
needs to receive instructions from an Eligible Holder in order for that
Eligible Holder to be able to participate in, or (in the circumstances in which
revocation is permitted) revoke their instruction to participate in, the
Exchange Offers before the deadlines specified herein and in the Offering
Memorandum. The deadlines set by each clearing system for the submission and
withdrawal of exchange instructions will also be earlier than the relevant
deadlines specified herein and in the Offering Memorandum.

If and when issued, the New Notes will not be registered under the U.S.
Securities Act or any state securities laws. Therefore, the New Notes may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the U.S. Securities Act and any
applicable state securities laws. Verizon will enter into a registration rights
agreement with respect to the New Notes.

This press release is not an offer to sell or a solicitation of an offer to buy
any security. The Exchange Offers are being made solely by the Offering
Memorandum and only to such persons and in such jurisdictions as is permitted
under applicable law.

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 communication is not being directed at
persons within the United Kingdom save in circumstances where section 21(1) of
the FSMA does not apply.

In particular, this communication is only addressed to and directed at: (A) in
any Member State of the European Economic Area that has implemented the
Prospectus Directive (as defined below), qualified investors in that Member
State within the meaning of the Prospectus Directive and (B) (i) persons that
are outside the United Kingdom or (ii) persons in the United Kingdom 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 within Article 43 of the Financial
Promotion Order, or to other persons to whom it may otherwise lawfully be
communicated by virtue of an exemption to Section 21(1) of the FSMA or
otherwise in circumstance where it does not apply (such persons together being
"relevant persons"). The New Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such New Notes
will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on the Offering Memorandum or any of its
contents. For purposes of the foregoing, the "Prospectus Directive" means the
Prospectus Directive 2003/71/EC, as amended, including pursuant to Directive
2010/73/EU.

Cautionary Statement Regarding Forward-Looking Statements

In this communication we have made forward-looking statements. These statements
are based on our estimates and assumptions and are subject to risks and
uncertainties. Forward-looking statements include the information concerning
our possible or assumed future results of operations. Forward-looking
statements also include those preceded or followed by the words "anticipates,"
"believes," "estimates," "hopes" or similar expressions. For those statements,
we claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. The
following important factors, along with those discussed in our filings with the
Securities and Exchange Commission (the "SEC"), could affect future results and
could cause those results to differ materially from those expressed in the
forward-looking statements: adverse conditions in the U.S. and international
economies; the effects of competition in the markets in which we operate;
material changes in technology or technology substitution; disruption of our
key suppliers' provisioning of products or services; changes in the regulatory
environment in which we operate, including any increase in restrictions on our
ability to operate our networks; breaches of network or information technology
security, natural disasters, terrorist attacks or acts of war or significant
litigation and any resulting financial impact not covered by insurance; our
high level of indebtedness; an adverse change in the ratings afforded our debt
securities by nationally accredited ratings organizations or adverse conditions
in the credit markets affecting the cost, including interest rates, and/or
availability of further financing; material adverse changes in labor matters,
including labor negotiations, and any resulting financial and/or operational
impact; significant increases in benefit plan costs or lower investment returns
on plan assets; changes in tax laws or treaties, or in their interpretation;
changes in accounting assumptions that regulatory agencies, including the SEC,
may require or that result from changes in the accounting rules or their
application, which could result in an impact on earnings; and the inability to
implement our business strategies.

SOURCE  Verizon Communications Inc.

CONTACT: Bob Varettoni, 908-559-6388, robert.a.varettoni@verizon.com



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