NEW YORK, June 11, 2014 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today
announced the pricing terms of its previously announced private
offer to exchange (the "Exchange Offer") up to all of Cellco
Partnership's and Verizon Wireless Capital LLC's (together,
"Verizon Wireless") £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 interest rate on the New Notes will be 4.073% per
annum, determined in accordance with the procedures set forth in
the confidential exchange offer memorandum, dated May 29, 2014, related to the Exchange Offer (the
"Exchange Offer Memorandum") by reference 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 for the
Exchange Offer in accordance with standard market practice, as of
12:00 noon (London time) on
June 11, 2014, appearing on the U.K.
DMO 2 Page as displayed on the Bloomberg Pricing Monitor, which
was 2.732%, and (ii) the New Notes spread, previously
determined at 11:00 a.m.
(London time) on June 2, 2014, which was 1.30%.
The total exchange price to be received in the Exchange Offer
for each £1,000 principal amount of Existing Notes validly
tendered, and not validly withdrawn, at or prior to the early
participation date (11:59 p.m.
(New York time) on June 11, 2014, unless extended by Verizon), and
accepted for exchange pursuant to the terms and conditions of the
Exchange Offer, is set forth in the table below. The total exchange
price includes the early exchange premium of £50.00 principal
amount of New Notes in respect of each £1,000 principal amount of
Existing Notes validly tendered, and not validly withdrawn, at or
prior to the early participation date. The total exchange price for
the Exchange Offer has been determined in accordance with the
procedures set forth in the Exchange Offer Memorandum. Eligible
Holders (as defined below) of Existing Notes that validly tender
Existing Notes after the early participation date, but at or prior
to the expiration date (11:59 p.m.
(New York time) on June 25, 2014, unless extended by Verizon), and
whose Existing Notes are accepted in the Exchange Offer, will
receive the exchange price, which is the total exchange price minus
the early exchange premium.
The table below shows, among other things, the total exchange
price and exchange price per £1,000 principal amount of Existing
Notes accepted in the Exchange Offer.
Existing
Notes
|
ISIN
Number
|
Principal
Amount
Outstanding
|
Exchange
Reference
Security
|
Exchange
Reference
Security
Yield
|
Exchange
Spread
(Basis
Points)
|
Exchange
Offer
Yield
|
New
Notes
|
Exchange
Price
|
Total
Exchange
Price
|
Adjusted
Cash
Amount1
|
New
Notes
Amount2
|
8.875% Notes
due 18 December
2018, issued by
Verizon Wireless
|
XS0405876672
|
£600,000,000
|
UKT 5.00%
due 7 March 2018
|
1.546%
|
+40
|
1.955%
|
Notes
due 2024 issued
by Verizon
|
£1,245.19
|
£1,295.19
|
£40.00
|
£1,255.19
|
__________
|
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|
|
|
|
|
|
|
|
|
(1) The "Cash Amount" portion of the total exchange price has been
adjusted (the "Adjusted Cash Amount") from the amount
previously
announced and reflected in the Exchange Offer Memorandum in
accordance with the adjustment procedure set forth in the
Exchange
Offer Memorandum.
|
(2) The "New Notes Amount" portion of the total exchange price has
been adjusted to account for the Adjusted Cash Amount in
accordance with the adjustment procedure set forth in the Exchange
Offer Memorandum.
|
In addition to the total exchange price or exchange price, as
applicable, Eligible Holders whose Existing Notes are accepted for
exchange will be paid accrued and unpaid interest on such Existing
Notes to, but not including, the applicable settlement date
(rounded down to the nearest £0.01). In the case of Existing Notes
exchanged on the final settlement date, this amount will be reduced
to offset any entitlement to pre-issuance interest that is embedded
in the New Notes to be issued on the final settlement date, as
described in the Exchange Offer Memorandum.
Tenders of Existing Notes in the Exchange Offer may be validly
withdrawn at any time at or prior to 11:59
p.m. (New York time) on
June 11, 2014, unless extended by
Verizon, but not thereafter, unless additional withdrawal rights
are required by law. The early settlement date is expected to be
June 18, 2014, and will apply to all
Existing Notes validly tendered, and not validly withdrawn, at or
prior to the early participation date, and accepted for exchange
pursuant to the terms and conditions of the Exchange Offer.
The Exchange Offer will expire at 11:59
p.m. (New York time) on
June 25, 2014, unless extended by
Verizon. The final settlement date is expected to be June 27, 2014, and will apply to all Existing
Notes validly tendered after the early participation date, but at
or prior to the expiration date, and accepted for exchange pursuant
to the terms and conditions of the Exchange Offer.
The complete terms of the Exchange Offer are described in the
Exchange Offer Memorandum. 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.
This communication has not been approved by an authorized
person for the purposes of Section 21 of the Financial Services and
Markets Act 2000, as amended (the "FSMA"). Accordingly, this
communication is not being directed at persons within the
United Kingdom save in
circumstances where section 21(1) of the FSMA does not
apply.
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 falling within
the definition of investment professionals (as defined in 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 to other persons to
whom it may otherwise lawfully be communicated by virtue of an
exemption to Section 21(1) of the FSMA or otherwise in circumstance
where it does not apply (such persons together being "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.