Verizon Announces Expiration and Final Results of Exchange Offer
NEW YORK, June 26, 2014 -- 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withdrawn at or prior to the expiration date for the Exchange Offer (11:59 p.m.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was validly tendered and not validly withdrawn after the early participation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all Existing Notes validly tendered, and not validly withdrawn, after the early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.
CONTACT: Media contact: Bob Varettoni, 908-559-6388,
robert.a.varettoni@verizon.com