REG-VerizonCommunication: Verizon releases participation results & pricing terms <Origin Href="QuoteRef">VZ.N</Origin>
19/03/2016 16:15
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 5:00 p.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validly tendered and not validly withdrawn at or prior to the Any and All Early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 CUSIP Principal Aggregate Bloomberg UST Reference Security Reference Fixed Total Tender Offer Accrued
Notes Amount Principal Reference Yield Spread Consideration2 Consideration3 and
Outstanding Amount Page (Basis Unpaid
Accepted1 Points) 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 Aggregate Bloomberg UST Reference Security Reference Fixed Total Tender Offer Accrued
Amount Principal Reference Yield Spread Consideration2 Consideration3 and
Outstanding Amount Page (Basis Unpaid
Accepted1 Points) Interest4
8.375% Debentures due 2019 252759AL9 $15,000,000 $15,000,000 FIT1 0.750% due Feb. 15, 0.996% 180 $1,182.11 $1,132.11 $4.42
2019
8.625% Debentures due 2031 252759AM7 $15,000,000 $4,609,000 FIT1 1.625% due Feb. 15, 1.873% 330 $1,365.39 $1,315.39 $40.49
2026
8.00% Debentures due 2029 165069AP0 $50,000,000 $21,484,000 FIT1 1.625% due Feb. 15, 1.873% 305 $1,301.32 $1,251.32 $37.56
2026
8.30% Debentures due 2031 165069AQ8 $100,000,000 $75,792,000 FIT1 1.625% due Feb. 15, 1.873% 315 $1,347.26 $1,297.26 $14.53
2026
5.125% Debentures due 2033 92344WAB7 $350,000,000 $169,433,000 FIT1 3.000% due Nov. 15, 2.665% 235 $1,012.50 $962.50 $15.52
2045
7.875% Debentures due 2029 644239AY1 $348,965,000 $175,807,000 FIT1 1.625% due Feb. 15, 1.873% 330 $1,261.63 $1,211.63 $30.41
2026
8.00% Debentures due 2022 645767AY0 $200,000,000 $53,683,000 FIT1 1.125% due Feb. 28, 1.338% 230 $1,238.65 $1,188.65 $27.33
2021
7.85% Debentures due 2029 645767AW4 $148,935,000 $62,380,000 FIT1 1.625% due Feb. 15, 1.873% 285 $1,311.32 $1,261.32 $30.31
2026
6.50% Debentures due 2028 650094CJ2 $100,000,000 $28,288,000 FIT1 1.625% due Feb. 15, 1.873% 295 $1,151.71 $1,101.71 $30.51
2026
7.375% Debentures due 2032 92344XAB5 $500,000,000 $256,329,000 FIT1 3.000% due Nov. 15, 2.665% 280 $1,201.92 $1,151.92 $0.61
2045
6.00% Debentures due 2028 07786DAA4 $125,000,000 $55,934,000 FIT1 1.625% due Feb. 15, 1.873% 295 $1,110.47 $1,060.47 $20.50
2026
8.35% Debentures due 2030 078167AZ6 $174,975,000 $127,203,000 FIT1 1.625% due Feb. 15, 1.873% 330 $1,324.10 $1,274.10 $25.28
2026
8.75% Debentures due 2031 078167BA0 $125,000,000 $71,658,000 FIT1 1.625% due Feb. 15, 1.873% 345 $1,356.47 $1,306.47 $11.91
2026
7.875% Debentures due 2022 165087AN7 $100,000,000 $43,342,000 FIT1 1.125% due Feb. 28, 1.338% 215 $1,227.79 $1,177.79 $17.28
2021
8.375% Debentures due 2029 165087AL1 $100,000,000 $81,369,000 FIT1 1.625% due Feb. 15, 1.873% 320 $1,319.78 $1,269.78 $0.70
2026
(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.
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 Communications Inc
END
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