Verizon Announces the New Notes Spread With Regard to its Exchange Offer
NEW YORK, June 2, 2014 -- 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.
CONTACT: Media, Bob Varettoni,
908-559-6388, robert.a.varettoni@verizon.com