NEW YORK, June 2, 2014 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today
announced the setting of the New Notes Spread (as defined below) in
connection with its previously announced private offer to exchange
(the "Exchange Offer") up to all of Cellco Partnership's and
Verizon Wireless Capital LLC's £600,000,000 outstanding aggregate
principal amount of 8.875% Notes due December 18, 2018 (the "Existing Notes") for
Verizon's new sterling-denominated notes due 2024 (the "New Notes")
and an amount of cash.
The New Notes will bear interest at a rate per annum equal to
the sum (expressed on an annualized basis) of (i) the yield of the
2.25% United Kingdom Treasury Bond due September 7, 2023, as calculated by the lead
dealer manager in accordance with standard market practice, as of
12:00 noon (London time) on
June 11, 2014, unless extended by
Verizon, appearing on the U.K. DMO 2 Page as displayed on the
Bloomberg Pricing Monitor, or any other recognized quotation source
selected by the lead dealer manager in its sole discretion if such
quotation report is not available or manifestly erroneous
plus (ii) the New Notes Spread. The New Notes Spread
has been set at 1.30% (130 basis points).
The complete terms of the Exchange Offer are described in the
confidential exchange offer memorandum, dated May 29, 2014, related to the Exchange Offer (the
"Exchange Offer Memorandum"). Eligible Holders (as defined below)
that validly tender and do not validly withdraw their Existing
Notes at or prior to 11:59 p.m.
(New York time) on June 11, 2014 (unless extended by Verizon, the
"Early Participation Date") will receive the Total Exchange Price,
which includes an early exchange premium of £50.00 principal amount
of New Notes in respect of each £1,000 principal amount of Existing
Notes tendered, as described in the Exchange Offer Memorandum.
Eligible Holders of Existing Notes who tender after the Early
Participation Date, but at or prior to the Expiration Date (as
defined below), will receive the Exchange Price, which is the Total
Exchange Price minus the early exchange premium. The Exchange Offer
will expire at 11:59 p.m.
(New York time) on June 25, 2014, unless extended by Verizon (the
"Expiration Date"). Verizon reserves the right, subject to
applicable law, to extend, terminate or otherwise amend the terms
of the Exchange Offer.
The Exchange Offer is being conducted by Verizon upon the terms
and subject to the conditions set forth in the Exchange Offer
Memorandum. The Exchange Offer is being extended only (1) to
holders of Existing Notes that are "Qualified Institutional Buyers"
as defined in Rule 144A under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), in a private transaction in
reliance upon the exemption from the registration requirements of
the U.S. Securities Act provided by Section 4(a)(2) thereof and (2)
outside the United States, to
holders of Existing Notes other than "U.S. persons" (as defined in
Rule 902 under Regulation S of the U.S. Securities Act) and who are
not acquiring New Notes for the account or benefit of a U.S.
person, in offshore transactions in compliance with Regulation S
under the U.S. Securities Act, and who are "Non-U.S. qualified
offerees" (as defined in the Exchange Offer Memorandum) (each of
the foregoing, an "Eligible Holder").
Eligible Holders are advised to check with any bank,
securities broker or other intermediary through which they hold
Existing Notes as to when such intermediary needs to receive
instructions from an Eligible Holder in order for that Eligible
Holder to be able to participate in, or (in the circumstances in
which revocation is permitted) revoke their instruction to
participate in, the Exchange Offer before the deadlines specified
herein and in the Exchange Offer Memorandum. The deadlines set by
each clearing system for the submission and withdrawal of exchange
instructions will also be earlier than the relevant deadlines
specified herein and in the Exchange Offer Memorandum.
If and when issued, the New Notes will not be registered under
the U.S. Securities Act or any state securities laws. Therefore,
the New Notes may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the U.S.
Securities Act and any applicable state securities laws.
This press release is not an offer to sell or a solicitation
of an offer to buy any security. The Exchange Offer is being made
solely by the Exchange Offer Memorandum and only to such persons
and in such jurisdictions as is permitted under applicable
law.
In particular, this communication is only addressed to and
directed at: (A) in any Member State of the European Economic Area
that has implemented the Prospectus Directive (as defined below),
qualified investors in that Member State within the meaning of the
Prospectus Directive and (B) (i) persons that are outside the
United Kingdom or (ii) persons in
the United Kingdom who are
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order") or within Article 43 of the
Financial Promotion Order, or any other person to whom it may
otherwise lawfully be communicated by virtue of an exemption to
Section 21(1) of the Financial Services and Markets Act 2000, as
amended, or otherwise in circumstance where it does not apply (such
persons together being referred to as "relevant persons"). The New
Notes are only available to, and any invitation, offer or agreement
to subscribe, purchase or otherwise acquire such New Notes will be
engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on the Exchange Offer
Memorandum or any of its contents. For purposes of the foregoing,
the "Prospectus Directive" means the Prospectus Directive
2003/71/EC, as amended, including pursuant to Directive
2010/73/EU.
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.