REG-VerizonCommunication: Verizon: tender offers for 34 tranches of notes <Origin Href="QuoteRef">VZ.N</Origin>
04/03/2016 18:10
Verizon announces tender offers for 34 tranches of notes issued by Verizon and
its subsidiaries
NEW YORK, March 4, 2016 -- Verizon Communications Inc. ("Verizon") (NYSE,
NASDAQ: VZ; LSE: VZC) today announced the commencement of three concurrent, but
separate, tender offers on behalf of itself and certain of its subsidiaries, to
purchase for cash (1) any and all of the Group 1 Any and All Notes listed below
(the "Group 1 Any and All Offer"), (2) any and all of the Group 2 Any and All
Notes listed below (the "Group 2 Any and All Offer") and (3) up to $4.0 billion
aggregate purchase price, excluding accrued and unpaid interest and any fees or
commissions (the "Waterfall Cap"), of the Waterfall Notes listed below (the
"Waterfall Offer," and together with the Group 1 Any and All Offer and the
Group 2 Any and All Offer, the "Offers"). Verizon concurrently is soliciting
consents (the "Consent Solicitation") from holders of each series of the Group
1 Any and All Notes to adopt an amendment to the indenture governing the Group
1 Any and All Notes.
Group 1 Any and Group 1 Any and All CUSIP Principal Bloomberg UST Reference Security Fixed Spread Early Hypothetical
All Offer Notes Amount Reference (Basis Points) Tender Total
Outstanding Page Premium1 Consideration2
Issuer
Verizon Communications Inc. 2.50% Notes due 2016 92343VBN3 $2,182,335,000 FIT3 0.875% due Sep. 15, 2016 30 $30 $ 1,007.41
Verizon Communications Inc. 2.00% Notes due 2016 92343VBD5 $1,250,000,000 FIT3 0.375% due Oct. 31, 2016 20 $30 $ 1,006.89
Verizon Communications Inc. 6.35% Notes due 2019 92343VAV6 $1,750,000,000 FIT5 1.500% due Mar. 31, 2019 75 $30 $ 1,132.29
Group 2 Any and All Group 2 Any and All Notes CUSIP Principal Bloomberg UST Reference Security Fixed Early Hypothetical
Offer Amount Reference Spread Tender Total
Outstanding Page (Basis Premium1 Consideration2
Subsidiary Issuer Points)
Verizon Delaware LLC 8.375% Debentures due 2019 252759AL9 $15,000,000 FIT1 0.750% due Feb. 15, 2019 180 $50 $ 1,181.74
Verizon Delaware LLC 8.625% Debentures due 2031 252759AM7 $15,000,000 FIT1 1.625% due Feb. 15, 2026 330 $50 $ 1,368.27
Verizon Maryland LLC 8.00% Debentures due 2029* 165069AP0 $50,000,000 FIT1 1.625% due Feb. 15, 2026 305 $50 $ 1,303.88
Verizon Maryland LLC 8.30% Debentures due 2031* 165069AQ8 $100,000,000 FIT1 1.625% due Feb. 15, 2026 315 $50 $ 1,350.11
Verizon Maryland LLC 5.125% Debentures due 2033 92344WAB7 $350,000,000 FIT1 3.000% due Nov. 15, 2045 235 $50 $ 1,010.77
Verizon New England Inc. 7.875% Debentures due 2029* 644239AY1 $348,965,000 FIT1 1.625% due Feb. 15, 2026 330 $50 $ 1,264.12
Verizon New Jersey Inc. 8.00% Debentures due 2022 645767AY0 $200,000,000 FIT1 1.125% due Feb. 28, 2021 230 $50 $ 1,237.78
Verizon New Jersey Inc. 7.85% Debentures due 2029* 645767AW4 $148,935,000 FIT1 1.625% due Feb. 15, 2026 285 $50 $ 1,313.94
Verizon New York Inc. 6.50% Debentures due 2028 650094CJ2 $100,000,000 FIT1 1.625% due Feb. 15, 2026 295 $50 $ 1,153.88
Verizon New York Inc. 7.375% Debentures due 2032 92344XAB5 $500,000,000 FIT1 3.000% due Nov. 15, 2045 280 $50 $ 1,200.13
Verizon Pennsylvania LLC 6.00% Debentures due 2028 07786DAA4 $125,000,000 FIT1 1.625% due Feb. 15, 2026 295 $50 $ 1,112.68
Verizon Pennsylvania LLC 8.35% Debentures due 2030 078167AZ6 $174,975,000 FIT1 1.625% due Feb. 15, 2026 330 $50 $ 1,326.81
Verizon Pennsylvania LLC 8.75% Debentures due 2031 078167BA0 $125,000,000 FIT1 1.625% due Feb. 15, 2026 345 $50 $ 1,359.29
Verizon Virginia LLC 7.875% Debentures due 2022 165087AN7 $100,000,000 FIT1 1.125% due Feb. 28, 2021 215 $50 $ 1,226.97
Verizon Virginia LLC 8.375% Debentures due 2029 165087AL1 $100,000,000 FIT1 1.625% due Feb. 15, 2026 320 $50 $ 1,322.34
Waterfall Offer
Waterfall Notes CUSIP(s)/ Principal Bloomberg UST Reference Security Fixed Early Hypothetical
Issuer ISIN Amount Reference Spread Tender Total
Outstanding Page (Basis Premium1 Consideration2
Acceptance Points)
Priority
Levels
1 Verizon Communications Inc. 8.95% Notes due 2039 92343VAR5 $353,376,000 FIT1 3.000% due Nov. 15, 2045 255 $50 $ 1,493.22
2 Alltel Corporation 7.875% Debentures due 2032 020039DC4 $451,801,000 FIT1 3.000% due Nov. 15, 2045 235 $50 $ 1,313.08
3 Verizon Communications Inc. 7.75% Notes due 2032 92344GAS5 $250,785,000 FIT1 3.000% due Nov. 15, 2045 230 $50 $ 1,305.37
4 Verizon Communications Inc. 7.35% Notes due 2039 92343VAU8 $480,330,000 FIT1 3.000% due Nov. 15, 2045 255 $50 $ 1,281.66
5 GTE Corporation 6.94% Debentures due 2028 362320BA0 $800,000,000 FIT1 1.625% due Feb. 15, 2026 240 $50 $ 1,251.19
6 GTE Corporation 8.75% Debentures due 2021* 362320AT0 $300,000,000 FIT1 1.125% due Feb. 28, 2021 150 $50 $ 1,301.98
7 Verizon Communications Inc. 7.75% Notes due 2030 92344GAM8/ $1,206,196,000 FIT1 1.625% due Feb. 15, 2026 245 $50 $ 1,372.06
92344GAC0/
USU92207AC07
8 Verizon Communications Inc. 6.55% Notes due 2043 92343VBT0 $6,585,304,000 FIT1 3.000% due Nov. 15, 2045 220 $50 $ 1,251.06
9 Verizon Communications Inc. 6.40% Notes due 2033 92343VBS2 $2,195,974,000 FIT1 3.000% due Nov. 15, 2045 210 $50 $ 1,190.23
10 Alltel Corporation 6.80% Debentures due 2029 020039AJ2 $234,621,000 FIT1 1.625% due Feb. 15, 2026 245 $50 $ 1,247.89
11 Verizon Communications Inc. 6.90% Notes due 2038 92343VAP9 $476,578,000 FIT1 3.000% due Nov. 15, 2045 250 $50 $ 1,224.40
12 Verizon Communications Inc. 6.250% Notes due 2037 92343VAF1 $750,000,000 FIT1 3.000% due Nov. 15, 2045 240 $50 $ 1,149.96
13 Verizon Communications Inc. 6.40% Notes due 2038 92343VAK0 $866,375,000 FIT1 3.000% due Nov. 15, 2045 250 $50 $ 1,158.45
14 Verizon Communications Inc. 5.85% Notes due 2035 92344GAX4 $1,500,000,000 FIT1 3.000% due Nov. 15, 2045 220 $50 $ 1,120.91
15 Verizon Communications Inc. 6.00% Notes due 2041 92343VAW4 $1,000,000,000 FIT1 3.000% due Nov. 15, 2045 235 $50 $ 1,137.12
16 Verizon Communications Inc. 5.15% Notes due 2023 92343VBR4 $8,516,519,000 FIT1 1.625% due Feb. 15, 2026 110 $50 $ 1,146.04
(1) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn
at or prior to the Early Participation Time.
(2) Per $1,000 principal amount of Notes, assuming that the Reference Yield (as
defined in the Offer to Purchase) had been measured at 11:00 a.m., New York
City time, on March 3, 2016 and assuming a hypothetical settlement date of
April 4, 2016. The hypothetical Total Consideration includes the Early Tender
Premium and excludes accrued and unpaid interest.
* Denotes a series of Notes, a portion of which is held in physical certificated
form (such portion, the "Certificated Notes") and is not held through The
Depository Trust Company ("DTC"). Such Certificated Notes may only be tendered
in accordance with the terms and conditions of the Letter of Transmittal (as
defined in the Offer to Purchase). With respect to the Certificated Notes, all
references to the Offer to Purchase herein shall also include the Letter of
Transmittal.
Pursuant to the Consent Solicitation, Verizon is soliciting consents from
holders of each series of the Group 1 Any and All Notes to amend the indenture
governing the Group 1 Any and All Notes (the "Verizon Communications
Indenture") in order to shorten the minimum period for giving notice to holders
of such series of Group 1 Any and All Notes of a redemption from 30 days to
three business days prior to a redemption date (the "Proposed Amendment").
The Offers and the Consent Solicitation are each subject to the terms and
conditions, including a "Sale Condition" (as defined below), set forth in the
offer to purchase, dated March 4, 2016, relating thereto (the "Offer to
Purchase").
Holders whose Notes are validly tendered at or prior to 5:00 p.m., New York
City time, on March 17, 2016, (the "Early Participation Time," unless extended
or earlier terminated by Verizon in its sole discretion), and accepted for
purchase will receive the Total Consideration, which includes the early tender
premium (the "Early Tender Premium") as specified in the tables above. Holders
who validly tender their Notes after the Early Participation Time but at or
prior to 5:00 p.m., New York City time, on April 1, 2016 (the "Expiration
Time," unless extended or earlier terminated by Verizon in its sole discretion)
will receive the applicable Tender Offer Consideration (as described below), if
such Notes are accepted for purchase. The Tender Offer Consideration for each
series of Notes validly tendered after the Early Participation Time and at or
prior to the Expiration Time will equal the applicable Total Consideration
minus the applicable Early Tender Premium for such series. In each case,
Verizon will pay accrued and unpaid interest on such series of Notes accepted
for purchase from and including the last interest payment date for such series
of Notes to, but not including, the settlement date.
Notes validly tendered may be validly withdrawn at any time at or prior to 5:00
p.m., New York City time, on March 17, 2016, unless extended by Verizon in its
sole discretion (such date and time, as the same may be extended, the
"Withdrawal Time"). Notes may not be validly withdrawn after the Withdrawal
Time.
The Total Consideration for each series of Notes is intended to result in a
yield to maturity of such Notes equal to the yield to maturity of the
applicable UST reference security specified in the tables above, based on the
bid-side price of such UST reference security as displayed on the Bloomberg
Reference Page specified in the tables above as of 11:00 a.m., New York City
Time, on Friday, March 18, 2016 (the "Price Determination Time"), plus the
applicable fixed spread specified in the tables above.
Verizon will accept for purchase up to $4,000,000,000 aggregate purchase price,
excluding accrued and unpaid interest and any fees or commissions, of Waterfall
Notes validly tendered and not validly withdrawn in accordance with the
"Acceptance Priority Levels" set forth in the table above. Moreover, all
Waterfall Notes, regardless of Acceptance Priority Level, that are validly
tendered and not validly withdrawn at or before the Early Participation Time
will have priority over Waterfall Notes that are tendered after the Early
Participation Time and at or prior to the Expiration Time (such priority
referred to herein as "Early Tender Priority"). If the aggregate purchase
price (excluding accrued and unpaid interest and any fees or commissions) of
Waterfall Notes that are validly tendered and not validly withdrawn at or prior
to the Early Participation Time exceeds the Waterfall Cap, then Verizon will
accept for purchase validly tendered and not validly withdrawn Waterfall Notes
up to the Waterfall Cap in accordance with the Acceptance Priority Levels, with
Acceptance Priority Level 1 being the highest priority level, and will only
prorate the series of Waterfall Notes of the lowest Acceptance Priority Level
accepted for purchase. Verizon will not thereafter accept any Waterfall Notes
tendered after the Early Participation Time. In the event the aggregate
purchase price (excluding accrued and unpaid interest and any fees or
commissions) of Waterfall Notes that are validly tendered and not validly
withdrawn at or prior to the Early Participation Time exceeds the Waterfall
Cap, Verizon will cause the Waterfall Notes it does not intend to accept for
purchase to be unblocked by DTC promptly following the Early Participation Time
or promptly returned in the case of Certificated Notes. However, if the
aggregate purchase price (excluding accrued and unpaid interest and any fees or
commissions) of Waterfall Notes that are validly tendered and not validly
withdrawn at or prior to the Early Participation Time does not exceed the
Waterfall Cap, then Verizon will accept for purchase all Waterfall Notes
validly tendered at or prior to the Early Participation Time and shall continue
to accept in numerical priority of Acceptance Priority Level only those
Waterfall Notes validly tendered after the Early Participation Time and at or
prior to the Expiration Time for which the aggregate purchase price (excluding
accrued and unpaid interest and any fees or commissions), when added to the
aggregate purchase price (excluding accrued and unpaid interest and any fees or
commissions) of the Waterfall Notes validly tendered at or prior to the Early
Participation Time, does not exceed the Waterfall Cap. In this case, Verizon
will only prorate the series of Waterfall Notes of the lowest Acceptance
Priority Level that are validly tendered after the Early Participation Time and
are accepted for purchase. Waterfall Notes with a lower Acceptance Priority
Level than the prorated series of Waterfall Notes will not be accepted for
purchase. If proration of a series of Waterfall Notes is required, such
Waterfall Notes will be purchased based on the aggregate principal amount
tendered for that series, rounded down to the nearest integral multiple of
$1,000 and taking into account minimum authorized denominations. Depending on
the amount tendered and the proration factor applied, if the principal amount
of Notes that are unaccepted and returned to a holder as a result of proration
would result in less than the minimum authorized denomination being returned to
such holder, Verizon will accept all of such holder's validly tendered Notes.
If proration of a series of Waterfall Notes is required, Verizon will determine
the final proration factor as soon as practicable following the Early
Participation Time or the Expiration Time, as applicable.
Holders of Group 1 Any and All Notes that validly tender and do not validly
withdraw such Group 1 Any and All Notes will be deemed to have delivered their
consents to the Proposed Amendment by virtue of such tender. Adoption of the
Proposed Amendment with respect to any series of Group 1 Any and All Notes
requires the consent of the holders of more than a majority of the outstanding
principal amount of such series (excluding any notes owned by Verizon or its
affiliates) (the "Requisite Consents"). A valid tender of a particular series
of Group 1 Any and All Notes will be deemed to be a delivery of valid consent
with respect to the Proposed Amendment with respect to such series of Group 1
Any and All Notes. A valid withdrawal of previously tendered Group 1 Any and
All Notes at or prior to the Withdrawal Time will constitute the concurrent
valid revocation of such holder's related consent with respect to such Group 1
Any and All Notes. Holders may not validly revoke a consent unless they
validly withdraw their previously tendered Group 1 Any and All Notes, and
holders may not deliver consents with respect to any series of Group 1 Any and
All Notes without tendering Group 1 Any and All Notes. Promptly after the
Expiration Time, Verizon will execute a supplement to the Verizon
Communications Indenture with respect to all series of Group 1 Any and All
Notes for which it has received the Requisite Consents (the "Supplemental
Indenture") in order to give effect to the Proposed Amendment.
Assuming the Sale Condition is satisfied, Verizon intends, but is not
obligated, to issue a redemption notice, after the Expiration Time, for all
Group 1 Any and All Notes not tendered pursuant to the Group 1 Any and All
Offer. Verizon expects to redeem such remaining Group 1 Any and All Notes at a
price equal to par plus the applicable make-whole premium amount for the
applicable series of Group 1 Any and All Notes, plus accrued and unpaid
interest thereon from the last interest payment to, but not including the
redemption date, as provided for in the Verizon Communications Indenture.
Upon the terms and conditions described in the Offer to Purchase, payment for
Notes accepted for purchase will be made promptly after the Expiration Time.
The Offer for each series of Notes 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 (the
"Frontier Sale") and Verizon's receipt of at least $9.5 billion of purchase
price cash at closing (the "Sale Condition"). The Group 1 Any and All Offer is
not conditioned on receipt of the Requisite Consents.
To the extent Verizon is legally permitted to do so, Verizon expressly reserves
the absolute right to, with respect to one or more series of Notes: (i)
terminate any Offer or the Consent Solicitation with respect to one or more
series of Notes and promptly return all tendered Notes of such series to the
respective tendering holders; (ii) modify, extend or otherwise amend any Offer
or the Consent Solicitation with respect to one or more series of Notes and
retain all tendered Notes of such series until the Expiration Time, as
extended, subject, however, to the withdrawal rights of holders; or (iii) waive
the unsatisfied conditions with respect to one or more series of Notes of any
Offer or the Consent Solicitation and accept all such Notes tendered and not
previously validly withdrawn, in each case, in accordance with the terms set
forth in the Offer to Purchase. Any waiver, extension, termination, or other
amendment of any Offer or the Consent Solicitation with respect to one or more
series of Notes shall have no effect on any other Offer or the Consent
Solicitation with respect to any other series of Notes unless Verizon has made
such same waiver, extension, termination, or other amendment to such other
Offer or the Consent Solicitation with respect to such other series of Notes.
If Verizon makes a material change in the terms of an Offer or the Consent
Solicitation with respect to one or more series of Notes, Verizon will
disseminate additional materials or, if appropriate, issue a press release
setting forth such changes, and will extend the affected Offers or the Consent
Solicitation with respect to such affected Notes to the extent required by law.
If Verizon terminates any Offer with respect to one or more series of Notes, it
will give prompt notice to the Depositary, and all Notes tendered pursuant to
such terminated Offer will be returned promptly to the tendering holders
thereof. With effect from such termination, any Notes blocked in DTC will be
released or returned in the case of any tendered Certificated 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 will act 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.
VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches and
biographies, media contacts and other information are available at Verizon's
online News Center at www.verizon.com/news/. News releases are also available
through an RSS feed. To subscribe, visit www.verizon.com/about/rss-feeds/.
Media contact:
Bob Varettoni
908-559-6388
robert.a.varettoni@verizon.com
SOURCE: Verizon
END
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