Verizon Announces Expiration and Final Results 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 expiration and final results 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 (the "Cellco 8.50% Notes");(1)
-- $1,300,000,000 outstanding aggregate principal amount of Verizon 8.75% Notes due 2018
(the "Verizon 8.75% Notes");
-- $300,000,000 outstanding aggregate principal amount of Alltel Corporation 7.00%
Debentures due 2016 (the "Alltel 7.00% Debentures");
-- $1,250,000,000 outstanding aggregate principal amount of Verizon 5.55% Notes due 2016
(the "Verizon 5.55% Notes");
-- $750,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2017
(the "Verizon 5.50% Notes due 2017");
-- $600,000,000 outstanding aggregate principal amount of GTE Corporation 6.84%
Debentures due 2018 (the "GTE 6.84% Debentures");
-- $1,500,000,000 outstanding aggregate principal amount of Verizon 6.10% Notes due 2018
(the "Verizon 6.10% Notes"); and
-- $1,500,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2018
(the "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
were not available to be tendered in connection with the Offer. As a result, only
$1.00 billion in aggregate principal amount of Cellco 8.50% Notes was available
to be tendered in connection with the Offer.
The Offers were subject to the terms and conditions set forth in the Offer to Purchase, dated
March 10, 2014, relating thereto (the "Offer to Purchase"). The Offers expired at 5:00 p.m., New
York City time, on Monday, March 17, 2014 (the "Expiration Time").
Verizon was advised by Global Bondholder Services Corporation, as the depositary and
information agent for the Offers ("GBS"), that as of the Expiration Time, the aggregate principal
amounts of the Notes specified in the table below were validly tendered and not withdrawn prior to
the Expiration Time. Verizon was also advised by GBS that as of the Expiration Time, the
aggregate principal amount of each series of Notes tendered and not withdrawn prior to the
Expiration time represented the percentages of the Notes outstanding as specified in the table
below.
Notes CUSIP/ISIN Principal Principal Amount
Number(s) Amount Tendered as
Outstanding a Percent
of Outstanding
8.50% 92344SAK6 $1,000,000,000(2) 61.94%(3)
Notes due 2018 92344SAG5
USU9220QAD61
8.75% 92343VAQ7 $1,300,000,000 43.41%
Notes due 2018
7.00% 020039AE3 $300,000,000 52.22%
Debentures due
2016
5.55% 92343VAC8 $1,250,000,000 52.13%
Notes due 2016
5.50% 92343VAG9 $750,000,000 47.07%
Notes due 2017
6.84% 362320AZ6 $600,000,000 44.38%
Debentures due
2018
6.10% 92343VAM6 $1,500,000,000 49.83%
Notes due 2018
5.50% 92343VAL8 $1,500,000,000 50.86%
Notes due 2018
Notes Financing
Principal Amount Principal Aggregate Condition
Tendered Amount Total Acceptance
Accepted Consideration(1) Priority
Level
8.50% $619,409,000 $619,409,000 $810,749,258 1
Notes due 2018
8.75% $564,347,000 $564,347,000 $746,005,597 2
Notes due 2018
7.00% $156,672,000 $156,672,000 $176,418,591 3
Debentures due
2016
5.55% $651,676,000 $651,676,000 $716,101,776 4
Notes due 2016
5.50% $353,031,000 $353,031,000 $409,122,919 5
Notes due 2017
6.84% $266,285,000 $266,285,000 $326,494,701 6
Debentures due
2018
6.10% $747,484,000 $747,484,000 $894,113,783 7
Notes due 2018
5.50% $762,942,000 $762,942,000 $878,988,868 8
Notes due 2018
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(1) For each series of Notes, equals the aggregate total consideration (the
applicable Purchase Price together with accrued and unpaid interest from and
including the last interest payment date for such series of Notes to, but not
including, the Settlement Date (as defined below)) to be paid in respect of all
Notes of such series accepted for purchase. Amounts rounded to nearest dollar.
(2) Reflects the partial redemption issued for this series of Notes, as described
above.
(3) Percentage calculated by dividing the amount of Cellco 8.50% Notes available
to be tendered in the Offer by the aggregate principal amount of Cellco 8.50%
Notes validly tendered and not withdrawn as of the Expiration Time.
The Offer for each series of Notes was conditioned upon the satisfaction of certain conditions,
including a financing condition.
The financing condition was met with respect to the Cellco 8.50% Notes, the Verizon 8.75%
Notes, the Alltel 7.00% Debentures, the Verizon 5.55% Notes, the Verizon 5.50% Notes due
2017, the GTE 6.84% Debentures and the Verizon 6.10% Notes, and it was waived with respect
to the Verizon 5.50% Notes due 2018. Verizon accepted for payment all Notes of each series
validly tendered and not validly withdrawn at or prior to the Expiration Time.
Payment for Notes accepted will be made on the expected settlement date of March 19, 2014
(the "Settlement Date"). On the Settlement Date, for each series of Notes for which the Financing
Condition was satisfied or waived, Verizon, Cellco Partnership and Verizon Wireless Capital LLC,
Alltel Corporation and GTE Corporation, as applicable, will pay holders who validly tendered and
did not withdraw their Notes at or prior to the Expiration Time the applicable purchase price, plus
accrued and unpaid interest from and including the last interest payment date for the Notes to,
but not including, the Settlement Date.
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.
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
www.verizon.com.
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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.
CONTACT: Bob Varettoni,
908-559-6388, robert.a.varettoni@verizon.com