TIDMVZC
Verizon Announces Pricing of Tender Offer for Eight Tranches of Notes of Verizon and
Its Subsidiaries
NEW YORK, March 18, 2014 -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ)
today announced the pricing of its previously announced cash tender offer for any and
all of the following series of notes (the "Notes") (for each series of Notes, an "Offer"
and, collectively, the "Offers"):
* $1,000,000,000 outstanding aggregate principal amount of Cellco Partnership
and Verizon Wireless Capital LLC 8.50% Notes due 2018;(1)
* $1,300,000,000 outstanding aggregate principal amount of Verizon 8.75%
Notes due 2018;
* $300,000,000 outstanding aggregate principal amount of Alltel Corporation
7.00% Debentures due 2016;
* $1,250,000,000 outstanding aggregate principal amount of Verizon 5.55%
Notes due 2016;
* $750,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes
due 2017;
* $600,000,000 outstanding aggregate principal amount of GTE Corporation
6.84% Debentures due 2018;
* $1,500,000,000 outstanding aggregate principal amount of Verizon 6.10%
Notes due 2018; and
* $1,500,000,000 outstanding aggregate principal amount of Verizon 5.50%
Notes due 2018.
(1) On February 28, 2014, Cellco Partnership and Verizon Wireless Capital LLC
issued a partial redemption for $1.25 billion of the $2.25 billion outstanding
aggregate principal amount of the Cellco 8.50% Notes. In accordance with DTC
procedures, the Cellco 8.50% Notes that are subject to this partial redemption
may not be tendered in connection with the Offer. As a result, only $1.00
billion in aggregate principal amount of Cellco 8.50% Notes is available to be
tendered in connection with the Offer.
On March 10, 2014, Verizon commenced the Offers for any and all of the Notes in
accordance with the terms and conditions set forth in the Offer to Purchase,
dated March 10, 2014, relating thereto (the "Offer to Purchase").
For each $1,000 principal amount of each series of Notes validly tendered and
accepted, the holders will receive the applicable purchase price specified in
the table below (the "Purchase Price"). As further described in the Offer to
Purchase, the applicable Purchase Price for each series of Notes was calculated
based upon a yield to maturity of such Notes equal to the yield to maturity of
the applicable UST reference security, based on the bid-side price of such UST
reference security as displayed on Bloomberg Reference Page "FIT1" as of 2:00
p.m., New York City Time, on Monday, March 17, 2014 (the "Reference Yield") as
specified in the table below, plus the applicable fixed spread as specified in
the table below. The calculation of each Purchase Price assumes a settlement
date of March 19, 2014, the expected settlement date for the Offers.
Principal Financing
Notes CUSIP/ISIN Amount UST Reference Reference Fixed Purchase Condition
Number(s) Outstanding Security Yield Spread Price(2) Acceptance
(Basis Priority
Points) Level
8.50% 92344SAK6 1.500% due
Notes due 2018 92344SAG5 $1,000,000,000(1) February 28, 1.554% +60 $1,279.63 1
USU9220QAD61 2019
8.75% 1.500% due
Notes due 2018 92343VAQ7 $1,300,000,000 February 28, 1.554% +60 $1,288.35 2
2019
7.00% 0.250% due
Debentures due 020039AE3 $300,000,000 February 29, 0.351% +30 $1,125.26 3
2016 2016
5.55% 0.250% due
Notes due 2016 92343VAC8 $1,250,000,000 February 29, 0.351% +25 $1,093.62 4
2016
5.50% 0.625% due
Notes due 2017 92343VAG9 $750,000,000 February 15, 0.728% +30 $1,133.22 5
2017
6.84%
Debentures due 1.500% due
2018 362320AZ6 $600,000,000 February 28, 1.554% +25 $1,196.85 6
2019
6.10% 1.500% due
Notes due 2018 92343VAM6 $1,500,000,000 February 28, 1.554% +20 $1,170.07 7
2019
5.50% 1.500% due
Notes due 2018 92343VAL8 $1,500,000,000 February 28, 1.554% +5 $1,146.91 8
2019
(1) Reflects the partial redemption issued for this series of Notes, as
described above.
(2) Per $1,000 principal amount of Notes.
Holders whose Notes are accepted for purchase will receive, in addition to the
applicable Purchase Price, accrued and unpaid interest from the last interest
payment date to, but not including, the date on which such Notes are purchased.
The applicable Purchase Price and the Reference Yield for each reference
security were calculated in accordance with the Offer to Purchase. Holders must
validly tender and not validly withdraw their Notes, and have their Notes
accepted for purchase in the Offers, at or prior to the Expiration Time (as
defined below) in order to be eligible to receive the applicable Purchase
Price. The Offer for each series of Notes is conditioned upon the satisfaction
of certain conditions as set forth in the Offer to Purchase, including a
financing condition. Verizon reserves the right to waive any and all conditions
to an Offer with respect to one or more series of Notes. Subject to applicable
law, Verizon may also terminate, extend or amend an Offer with respect to one
or more series of Notes at any time at or before the Expiration Time in its
sole discretion.
The Offers are scheduled to expire at 5:00 p.m., New York City Time, on Monday,
March 17, 2014, unless extended or earlier terminated by Verizon (the
"Expiration Time"). Tendered Notes may be withdrawn at any time at or prior to
the Expiration Time.
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.
Verizon has retained Citigroup Global Markets Inc., Mitsubishi UFJ Securities
(USA), Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC to act as
the dealer managers (together, the "Dealer Managers") for the Offers. Global
Bondholder Services Corporation will act as the Information Agent and the
Depositary for the Offers. Questions regarding the Offers should be directed to
Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106
(collect), Mitsubishi UFJ Securities (USA), Inc. at (877) 744-4532 (toll-free)
or (212) 405-7481 (collect), RBC Capital Markets, LLC at (877) 381-2099
(toll-free) or (212) 618-7822 (collect) or Wells Fargo Securities, LLC at (866)
309-6316 (toll-free) or (704) 410-4760 (collect). Requests for documentation
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 with respect to
any Notes. The Offers are being made solely pursuant to the Offer to Purchase
and related documents. The Offers 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 to be made by a licensed broker or dealer, the Offers 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), headquartered in New York, is a
global leader in delivering broadband and other wireless and wireline
communications services to consumer, business, government and wholesale
customers. Verizon Wireless operates America's most reliable wireless network,
with nearly 103 million retail connections nationwide. Verizon also provides
converged communications, information and entertainment services over America's
most advanced fiber-optic network, and delivers integrated business solutions
to customers in more than 150 countries. A Dow 30 company with more than $120
billion in 2013 revenues, Verizon employs a diverse workforce of 176,800. For
more information, visit http://www.verizon.com/.
VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches and
biographies, media contacts, high-quality video and images, and other
information are available at Verizon's News Center on the World Wide Web at
www.verizon.com/news. To receive news releases by email, visit the News Center
and register for customized automatic delivery of Verizon news releases.
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: the ability to realize the expected benefits of our
transaction with Vodafone in the timeframe expected or at all; 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;
significantly increased levels of indebtedness as a result of the Vodafone
transaction; changes in tax laws or treaties, or in their interpretation;
adverse conditions in the U.S. and international economies; material adverse
changes in labor matters, including labor negotiations, and any resulting
financial and/or operational impact; 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; the effects of competition
in the markets in which we operate; 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; significant increases in benefit plan costs or lower investment
returns on plan assets; and the inability to implement our business strategies.
SOURCE Verizon Communications Inc.
CONTACT: Media contact: Bob Varettoni, +1-908-559-6388,
robert.a.varettoni@verizon.com
END
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