NEW YORK, June 26, 2014 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today
announced the expiration and final results of 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 4.073% notes due
2024 (the "New Notes") and an amount of cash.
Based on information provided by Lucid Issuer Services Limited,
the exchange agent and information agent for the Exchange Offer,
the aggregate principal amount of Existing Notes validly tendered
for exchange and not validly withdrawn at or prior to the
expiration date for the Exchange Offer (11:59 p.m. (New
York time) on June 25, 2014)
was £554,190,000.00, of which £13,639,000.00 was validly tendered
and not validly withdrawn after the early participation date
(11:59 p.m. (New York time) on June
11, 2014). All of such tendered Existing Notes have
been accepted for exchange.
The final settlement date is expected to be June 27, 2014, and will apply to all Existing
Notes validly tendered, and not validly withdrawn, after the early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. Verizon expects that it will issue £16,435,000.00
aggregate principal amount of New Notes, and will make a cash
payment in the aggregate amount of £548,146.41, in satisfaction of
the exchange price on such tendered Existing Notes (not including
accrued and unpaid interest on the Existing Notes, which will be
payable by Verizon in addition to the exchange price, 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 confidential exchange offer memorandum, dated
May 29, 2014 (the "Exchange Offer
Memorandum")), for a total of £694,804,000.00 aggregate principal
amount of New Notes, and cash payments in the aggregate amount of
£22,295,396.10, in connection with the Exchange Offer (including
the amount of New Notes previously issued, and the amount of the
cash payments previously made, on the early settlement date of the
Exchange Offer, but excluding accrued and unpaid interest).
The Exchange Offer was conducted by Verizon upon the terms and
subject to the conditions set forth in the Exchange Offer
Memorandum. The Exchange Offer was 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").
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.
The dealer managers for the Exchange Offer, including two
minority and women-owned firms, were Credit Suisse Securities
(Europe) Limited, Banca IMI
Securities Corp., BNP Paribas, Loop Capital Markets LLC and
Lebenthal & Co., LLC.
This press release is not an offer to sell or a solicitation
of an offer to buy any security. The Exchange Offer was 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.