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Verizon Communications Inc. - Exchange Offer 2024 (US) - Launch
Verizon announces private exchange offers for 10 series of notes for up to $2.5 billion of new notes
22 JULY 2024
Full announcement including full disclosures and disclaimers available via Source: Verizon Communications Inc.
Please scroll below for information on previous Verizon offers
NEW YORK - Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the commencement of private offers to exchange the 10 outstanding series of notes listed in the table below and maturing from 2025 through 2028 (collectively, the “Old Notes”), in each case, for newly issued notes of Verizon due 2035 (the “New Notes”) (the “Exchange Offers”), on the terms and subject to the conditions set forth in an offering memorandum dated July 22, 2024 (the “Offering Memorandum”). The Offering Memorandum and the accompanying eligibility letter constitute the “Exchange Offer Documents”. Only holders who have duly completed and returned an eligibility letter certifying that they are either (1) “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States and who are not acting for the account or benefit of a U.S. Person and are “Non-U.S. qualified offerees” (as defined in the eligibility letter) are authorized to receive the Offering Memorandum and to participate in the Exchange Offers (each such holder, an “Eligible Holder”).
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Payable in principal amount of New Notes, as part of the applicable Total Exchange Price, per each $1,000 principal amount of the specified series of Old Notes validly tendered at or prior to the applicable Early Participation Date and accepted for exchange (the “Early Participation Payment”). The total consideration for each $1,000 principal amount of each series of Old Notes validly tendered at or prior to the applicable Early Participation Date is referred to as the “Total Exchange Price” for such series. Eligible Holders who validly tender Old Notes of a series after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will receive the exchange consideration for any such series accepted by us, which is equal to the Total Exchange Price minus the applicable Early Participation Payment (with respect to such series, the “Exchange Price”).
The Total Exchange Price payable per each $1,000 principal amount of a series of Old Notes validly tendered for exchange other than the Floating Rate Notes (as defined below) (the “Fixed Rate Notes”) will be payable in a specified principal amount of New Notes and will be based on the fixed spread specified in the table above (the “Fixed Spread”) for the applicable series of Fixed Rate Notes, plus the yield of the specified Reference U.S. Treasury Security for that series (as quoted on the applicable Bloomberg Reference Page listed in the table above) as of 10:00 a.m. (New York City time) on August 5, 2024, unless extended with respect to the applicable Exchange Offer (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the “Price Determination Date”). The Total Exchange Price does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Exchange Price.
The Total Exchange Price payable per each $1,000 principal amount of floating rate notes due 2025 and floating rate notes due 2026 (the “Floating Rate Notes”) validly tendered for exchange, which is inclusive of the applicable Early Participation Payment, will be payable in a specified principal amount of New Notes. Any Floating Rate Notes validly tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, and accepted by us, will receive the Exchange Price, which is equal to the Total Exchange Price listed above for the Floating Rate Notes minus the applicable Early Participation Payment."
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Verizon announces cap increase and early participation results for tender offers for debt securities - XS1405766897 - XS1708161291 - XS1030900242 - XS1979280853 - XS1405766624
29 FEBRUARY 2024
Full announcement including full disclosures and disclaimers available via Source: Verizon Communications Inc.
Please scroll below for information on previous Verizon offers
"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 Notes (as defined below), the early participation results for the Offers as of 4:00 p.m. (London time) on February 28, 2024 (the “Early Participation Date”). In connection with the Offers (as defined below), all Notes (as defined below) validly tendered and not validly withdrawn at or prior to the Early Participation Date (as defined below) will be accepted for purchase, in accordance with the terms of the Offer to Purchase (as defined below). As a result, the maximum principal amount of originally €1,500,000,000 will be increased to €1,981,215,000 (the “Maximum Principal Amount”), to be purchased in all of the Offers, excluding the applicable Accrued Coupon Payments (as defined below).
The table below sets forth the early participation results as of the Early Participation Date for Verizon’s previously announced five separate offers to purchase the outstanding series of debt securities listed in the table below (collectively, the “Notes”), up to the Maximum Principal Amount. Verizon refers to each offer to purchase a series of debt securities for cash as an “Offer,” and all the offers to purchase the Notes, collectively as the “Offers.” Verizon was advised by Kroll Issuer Services Limited, as the Information Agent and the Tender Agent, that as of the Early Participation Date, the aggregate principal amounts of the Notes specified in the table below were validly tendered and not validly withdrawn:
Acceptance Priority Level | ISIN / Common Code | Title of Security | Principal Amount Outstanding | Principal Amount Tendered as of the Early Participation Date | Percentage of Amount Outstanding Tendered as of the Early Participation Date |
1 | XS1405766897 / 140576689 | 0.875% Notes due 2025 | €1,000,000,000 | €252,525,000 | 25.25% |
2 | XS1708161291 / 170816129 | 1.375% Notes due 2026 | €1,250,000,000 | €504,421,000 | 40.35% |
3 | XS1030900242 / 103090024 | 3.250% Notes due 2026 | €1,250,000,000 | €407,020,000 | 32.56% |
4 | XS1979280853 / 197928085 | 0.875% Notes due 2027 | €1,250,000,000 | €627,207,000 | 50.18% |
5 | XS1405766624 / 140576662 | 1.375% Notes due 2028 | €1,250,000,000 | €190,042,000 | 15.20% |
The Offers are made on the terms and subject to the conditions set forth in the Offer to Purchase dated February 14, 2024 (the “Offer to Purchase”).
Withdrawal rights for the Offers expired at 4:00 p.m. (London time) on February 28, 2024. The Offers will each expire at 4:00 p.m. (London time) on March 14, 2024, unless extended by Verizon."
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Verizon announces tender offers for five series of debt securities of Verizon - XS1405766897 - XS1708161291 - XS1030900242 - XS1979280853 - XS1405766624
14 FEBRUARY 2024
Full announcement including full disclosures and disclaimers available via Source: Verizon Communications Inc.
Please scroll below for information on previous Verizon offers
NEW YORK - Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the commencement of five separate offers to purchase the outstanding series of debt securities listed in the table below (collectively, the “Notes”) up to an aggregate principal amount of €1.5 billion. We refer to each offer to purchase a series of debt securities for cash as an “Offer” and collectively as the “Offers.” The Offers are made on the terms and subject to the conditions set forth in the Offer to Purchase dated February 14, 2024 (the “Offer to Purchase”).
On the terms and subject to the conditions set forth in the Offer to Purchase, Verizon is offering to purchase the following outstanding debt securities for the consideration described below:
Acceptance Priority Level | ISIN / Common Code | Title of Security | Applicable Maturity Date | Principal Amount Outstanding | Early Participation Payment(1) | Reference Benchmark | Bloomberg Reference Page(2) | Fixed Spread (basis points)(3) |
1 | XS1405766897 / 140576689 | 0.875% Notes due 2025 | April 2, 2025 | €1,000,000,000 | €50 | April 2025 Interpolated Mid Swap Rate | IRSB EU | -10 |
2 | XS1708161291 / 170816129 | 1.375% Notes due 2026 | October 27, 2026 | €1,250,000,000 | €50 | October 2026 Interpolated Mid-Swap Rate | IRSB EU | +20 |
3 | XS1030900242 / 103090024 | 3.250% Notes due 2026 | February 17, 2026 | €1,250,000,000 | €50 | February 2026 Interpolated Mid-Swap Rate | IRSB EU | +0 |
4 | XS1979280853 / 197928085 | 0.875% Notes due 2027 | April 8, 2027 | €1,250,000,000 | €50 | April 2027 Interpolated Mid Swap Rate | IRSB EU | +30 |
5 | XS1405766624 / 140576662 | 1.375% Notes due 2028 | November 2, 2028 | €1,250,000,000 | €50 | November 2028 Interpolated Mid-Swap Rate | IRSB EU | +45 |
Payable as part of the applicable Total Consideration (as defined below), per each €1,000 principal amount of the specified series of Notes validly tendered at or prior to the applicable Early Participation Date (as defined below) and accepted for purchase (the “Early Participation Payment”). The total consideration for each €1,000 principal amount of each series of Notes validly tendered at or prior to the applicable Early Participation Date is referred to as the “Total Consideration” for such series. Holders who validly tender Notes of a series after the applicable Early Participation Date, but at or prior to the applicable Expiration Date (as defined below), will receive the Tender Consideration for any such series accepted by Verizon, which is equal to the Total Consideration minus the Early Participation Payment.
Pricing source “BGN.”
The Total Consideration payable per each €1,000 principal amount of each series of Notes validly tendered will be determined in accordance with standard market practice, as described in the Offer to Purchase, to result in a price as of the Early Settlement Date (as defined below) (or, if there is no Early Settlement Date with respect to such series of Notes, the applicable Final Settlement Date (as defined below) that equates to a yield to the maturity date in accordance with the formula set forth in Annex A to the Offer to Purchase, for the applicable series of Notes, on the basis of the applicable Mid-Swap Rate (as defined in the Offer to Purchase) determined at the Price Determination Date, at 2:00 p.m., London time, on the business day following the Early Participation Date, plus the fixed spread applicable to such Notes, as described more fully in the Offer To Purchase. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.
The Offers will each expire at 4:00 p.m. (London time) on March 14, 2024, unless extended or earlier terminated by Verizon (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). To be eligible to receive the Total Consideration, holders of Notes (each, a “Holder” and collectively, “Holders”) must validly tender, and not validly withdraw, their Notes at or prior to 4:00 p.m. (London time) on February 28, 2024, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Early Participation Date”). The Total Consideration includes the Early Participation Payment, which is €50 per each €1,000 principal amount of each series of Notes validly tendered and accepted for purchase prior to the Early Participation Date."
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Verizon announces accepted amounts and pricing terms of its tender offers for debt securities
08 AUGUST 2023
Full announcement including full disclosures and disclaimers available via Source: Verizon
"NEW YORK, Aug. 08, 2023 (GLOBE NEWSWIRE) -- Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the accepted amounts and pricing terms of its previously announced 14 separate offers to purchase for cash, subject to the caps described below, (i) the outstanding series of debt securities listed in the table labeled the “Group 1 Offers” (collectively, the “Group 1 Notes”) set forth in Verizon’s press release dated July 25, 2023 announcing the Offers (as defined below) (the “Launch Press Release”) and (ii) the outstanding series of debt securities listed in the table labeled the “Group 2 Offers” set forth in the Launch Press Release (collectively, the “Group 2 Notes,” and together with the Group 1 Notes, the “Securities”)."
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The proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes.
The “Offer Yield” is equal to the sum of (a) the applicable reference yield, as calculated by the lead dealer managers, that equates to 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, plus (b) the Fixed Spread (as defined in the Launch Press Release) for the applicable series of Securities.
Payable per each $1,000 principal amount of each specified series of Securities validly tendered at or prior to the Early Participation Date and accepted for purchase.
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Verizon announces tender offers for 14 series of debt securities
25 JULY 2023
Full announcement including full disclosures and disclaimers available via Source: Verizon
"NEW YORK - Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the commencement of 14 separate offers to purchase for cash: (i) up to $750.0 million aggregate purchase price of the outstanding series of debt securities listed in the first table below, labeled “Group 1 Offers,” (collectively, the “Group 1 Notes”) and (ii) up to $750.0 million aggregate purchase price of 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.” 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”)."
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"Verizon is offering to accept for purchase validly tendered Securities using a “waterfall” methodology under which Verizon will accept the Group 1 Notes and the Group 2 Notes in the order of their respective Acceptance Priority Levels (as defined below), subject to the Waterfall Caps (as defined below) and subject to the Level 3 Sub Cap (as defined below).
The Offers are subject to the terms and conditions described in the Offer to Purchase, including, among other things, (i) the Acceptance Priority Procedures (as described below), (ii) a $750.0 million cap on the total cash Verizon pays to purchase the Group 1 Notes validly tendered, excluding the applicable Accrued Coupon Payments (the “Group 1 Waterfall Cap”) and (iii) a $750 million cap on the total cash Verizon pays to purchase the Group 2 Notes validly tendered, excluding the applicable Accrued Coupon Payments (the “Group 2 Waterfall Cap” and, together with the Group 1 Waterfall Cap, the “Waterfall Caps”). In addition, the offer with respect to the 2.550% notes due 2031 issued by Verizon Communications Inc. (the “Verizon 2.550% Notes due 2031”) is subject to a separate $400.0 million cap on the total cash Verizon pays to purchase the Verizon 2.550% Notes due 2031 validly tendered, excluding the applicable Accrued Coupon Payments (the “Level 3 Sub Cap”). The Waterfall Caps and the Level 3 Sub Cap are collectively referred to in this communication as the “Applicable Caps.” 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.
On the terms and subject to the conditions set forth in the Offer to Purchase, Verizon is offering to purchase the following outstanding debt securities for the consideration described below:"
1. Payable as part of the applicable Total Consideration, per each $1,000 principal amount of the specified series of Securities validly tendered at or prior to the applicable Early Participation Date and accepted for purchase (the “Early Participation Payment”). The total consideration for each $1,000 principal amount of each series of Securities validly tendered at or prior to the applicable Early Participation Date is referred to as the “Total Consideration” for such series. Holders who validly tender Securities of a series after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will receive the tender consideration for any such series accepted by Verizon, which is equal to the Total Consideration minus the applicable Early Participation Payment (with respect to such series, the “Tender Consideration”).
2. Payable per each $1,000 principal amount of floating rate notes due 2024, floating rate notes due 2025 and floating rate notes due 2026 (collectively, the “Floating Rate Notes”), as applicable, validly tendered at or prior to the applicable Early Participation Date.
3. The Total Consideration for each series of Securities other than the Floating Rate Notes (the “Fixed Rate Notes”) (such consideration, the “Fixed Rate Note Total Consideration”) validly tendered will be determined in accordance with standard market practice, as described in the Offer to Purchase, to result in a price as of the Early Settlement Date (or, if there is no Early Settlement Date with respect to such series of Securities, the applicable Final Settlement Date) that equates to a yield to the maturity date (or Par Call Date (as defined in the Offer to Purchase), if applicable) in accordance with the formula set forth in Annex A to the Offer to Purchase, for the applicable series of Securities, equal to the sum of (i) the yield corresponding to the bid side price of the applicable Reference U.S. Treasury Security specified in the table above for such series of Securities at 9:00 a.m. (Eastern time) on August 8, 2023, unless extended with respect to the applicable Offer (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Price Determination Date”) quoted on the Bloomberg reference page “FIT1” plus (ii) the applicable Fixed Spread specified in the table above (the “Fixed Spread”) for such series of Securities. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.
* See Annex B of the Offer to Purchase for a list of original issuer names, as applicable.
** Denotes a series of Securities for which the calculation of the applicable Total Consideration may be performed using the present value of such Securities as determined at the applicable Price Determination Date as if the principal amount of such Securities had been due on the Par Call Date.
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