NEW YORK, Aug. 5, 2014 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today
announced the pricing terms of its previously announced eleven
separate private offers to exchange (the "Exchange Offers")
specified series of debt securities issued by Verizon and by Alltel
Corporation (an indirect wholly owned subsidiary of Verizon)
(collectively, the "Old Notes") for new debt securities to be
issued by Verizon (the "New Notes") in accordance with the terms of
the Exchange Offers.
The Exchange Offers consist of the following:
(a) (i) an
offer to exchange the 2.500% notes due 2016 of Verizon; and
(ii) an offer to exchange the 3.650% notes due
2018 of Verizon,
in each case, for new notes due 2020 of Verizon (the "New Notes
due 2020"), provided that the principal amount of New Notes due
2020 to be issued in such Exchange Offers on an aggregate basis
shall not exceed $2,000,000,000
(collectively, the "2020 Exchange Offers");
(b) (i) an
offer to exchange the 7.350% notes due 2039 of Verizon;
(ii) an offer to exchange the 7.875% debentures
due 2032 of Alltel Corporation;
(iii) an
offer to exchange the 7.750% notes due 2032 of Verizon;
(iv)
an offer to exchange the 7.750% notes due 2030 of Verizon;
(v) an offer to exchange the 6.800% debentures
due 2029 of Alltel Corporation; and
(vi) an offer to exchange the 6.400% notes due 2033 of
Verizon,
in each case, for new notes due 2046 of Verizon (the "New Notes
due 2046"), provided that the principal amount of New Notes due
2046 to be issued in such Exchange Offers on an aggregate basis
shall not exceed $4,500,000,000
(collectively, the "2046 Exchange Offers"); and
(c) (i) an offer to
exchange the 6.550% notes due 2043 of Verizon;
(ii)
an offer to exchange the 6.900% notes due 2038 of
Verizon; and
(iii) an offer to exchange the 6.400% notes
due 2038 of Verizon,
in each case, for new notes due 2054 of Verizon (the "New Notes
due 2054"), provided that the principal amount of New Notes due
2054 to be issued in such Exchange Offers on an aggregate basis
shall not exceed $5,500,000,000
(collectively, the "2054 Exchange Offers").
The Exchange Offers are being conducted by Verizon upon the
terms and subject to the conditions set forth in a confidential
offering memorandum, dated July 23,
2014 (the "Offering Memorandum"), including the acceptance
priority levels and possible proration, as described in the
Offering Memorandum.
The tables below indicate, among other things, the Total
Exchange Price (as defined below) for each $1,000 principal amount of each series of Old
Notes accepted in the Exchange Offers (as calculated at
11:00 a.m. (New York City time) on August 5, 2014 (the "Price Determination Date")
in accordance with the Offering Memorandum):
2020 Exchange Offers
CUSIP
Number
|
Title of
Security
|
Reference U.S.
Treasury Security
|
Yield of
Reference
U.S. Treasury
Security at Price
Determination Date
|
Fixed
Spread
(basis
points)
|
Exchange
Offer Yield
|
|
|
Exchange
Price(1)
|
Total
Exchange
Price(2)
|
|
92343VBN3
|
2.500% notes
due 2016(3)
|
0.500% due
6/30/16
|
0.450%
|
+35
|
0.800%
|
$984.77
|
$1,034.77
|
|
92343VBP8
|
3.650% notes
due 2018(3)
|
1.625% due
6/30/19
|
1.675%
|
+10
|
1.775%
|
$1,023.19
|
$1,073.19
|
|
2046 Exchange Offers
CUSIP/ISIN
Number
|
Title of
Security
|
Reference U.S.
Treasury Security
|
Yield of
Reference
U.S. Treasury
Security at Price
Determination Date
|
Fixed
Spread
(basis
points)
|
Exchange
Offer Yield
|
|
|
Exchange
Price(1)
|
Total
Exchange
Price(2)
|
|
92343VAU8
|
7.350% notes
due 2039(3)
|
3.625% due
2/15/44
|
3.312%
|
+150
|
4.812%
|
$1,313.70
|
$1,363.70
|
|
020039DC4
|
7.875% debentures
due 2032(4)
|
3.625% due
2/15/44
|
3.312%
|
+115
|
4.462%
|
$1,367.04
|
$1,417.04
|
|
92344GAS5
|
7.750% notes
due 2032(3)
|
3.625% due
2/15/44
|
3.312%
|
+115
|
4.462%
|
$1,351.10
|
$1,401.10
|
|
|
|
|
|
|
|
|
|
|
92344GAM8
92344GAC0
U92207AC0/
USU92207AC07
|
7.750% notes
due 2030(3)
|
3.625% due
2/15/44
|
3.312%
|
+110
|
4.412%
|
$1,334.64
|
$1,384.64
|
|
020039AJ2
|
6.800% debentures
due 2029(4)
|
3.625% due
2/15/44
|
3.312%
|
+110
|
4.412%
|
$1,206.13
|
$1,256.13
|
|
92343VBS2
|
6.400% notes due
2033(3)
|
3.625% due
2/15/44
|
3.312%
|
+115
|
4.462%
|
$1,197.05
|
$1,247.05
|
|
2054 Exchange Offers
CUSIP
Number
|
Title of
Security
|
Reference U.S.
Treasury Security
|
Yield of
Reference
U.S. Treasury
Security at Price
Determination Date
|
Fixed
Spread
(basis
points)
|
Exchange
Offer Yield
|
Exchange
Price(1)
|
|
|
Total
Exchange
Price(2)
|
|
92343VBT0
|
6.550% notes
due 2043(3)
|
3.625% due
2/15/44
|
3.312%
|
+150
|
4.812%
|
$1,220.46
|
$1,270.46
|
|
92343VAP9
|
6.900% notes
due 2038(3)
|
3.625% due
2/15/44
|
3.312%
|
+140
|
4.712%
|
$1,259.92
|
$1,309.92
|
|
92343VAK0
|
6.400% notes
due 2038(3)
|
3.625% due
2/15/44
|
3.312%
|
+140
|
4.712%
|
$1,188.22
|
$1,238.22
|
|
_____________
(1)
|
Payable in principal
amount of the applicable series of New Notes per each $1,000
principal amount of the specified series of Old Notes validly
tendered after the Early Participation Date, but at or prior to the
Expiration Date (as defined below), and accepted for
exchange. The Exchange Price for each series of Old Notes is
equal to the Total Exchange Price for such series minus the Early
Participation Payment (as defined below) for such
series.
|
(2)
|
Payable in principal
amount of the applicable series of New Notes per each $1,000
principal amount of the specified series of Old Notes validly
tendered and not validly withdrawn at or prior to the Early
Participation Date (as defined below) and accepted for exchange.
The Total Exchange Price for each series of Old Notes is
inclusive of the applicable Early Participation Payment for such
series.
|
(3)
|
Issued by
Verizon.
|
(4)
|
Issued by Alltel
Corporation.
|
The Exchange Offers will expire at 11:59
p.m. (New York City time)
on August 19, 2014, unless extended
by Verizon (the "Expiration Date"). Eligible Holders (as defined
below) that validly tender and do not validly withdraw their Old
Notes at or prior to 5:00 p.m.
(New York City time) on
August 5, 2014 (as the same may be
extended by Verizon, the "Early Participation Date") will be
eligible to receive the applicable Total Exchange Price (the "Total
Exchange Price") set forth in the corresponding tables above, which
includes the applicable early participation payment for the
tendered Old Notes set forth in the Offering Memorandum (the "Early
Participation Payment"). Eligible Holders of Old Notes who validly
tender after the Early Participation Date, but at or prior to the
Expiration Date, will be eligible to receive the applicable
Exchange Price, which is the applicable Total Exchange Price minus
the applicable Early Participation Payment (the "Exchange Price"),
as set forth in the corresponding tables above. For each series of
Old Notes, the Total Exchange Price and Exchange Price will be paid
in a principal amount of applicable New Notes equal to such Total
Exchange Price or Exchange Price, respectively.
Tenders of Old Notes in the Exchange Offers may be validly
withdrawn at any time at or prior to 5:00
p.m. (New York City time)
on August 5, 2014, unless extended by
Verizon (the "Withdrawal Date"), but not thereafter, unless
additional withdrawal rights are required by law. Subject to
applicable law, Verizon, in its sole discretion, may extend the
Early Participation Date or the Expiration Date for any reason,
with or without extending the Withdrawal Date.
In addition to the applicable Total Exchange Price or applicable
Exchange Price, Eligible Holders whose Old Notes are accepted for
exchange will be paid accrued and unpaid interest on such Old Notes
to, but not including, the Settlement Date (as defined below).
The table below indicates the interest rate (the "New Notes
Coupon") for each series of New Notes to be issued by Verizon
pursuant to the Exchange Offers (as calculated at the Price
Determination Date in accordance with the Offering Memorandum):
New
Notes
|
Reference U.S.
Treasury Security
|
Yield of
Reference
U.S. Treasury
Security at Price
Determination Date
|
Spread (basis
points)
|
New Notes
Coupon
|
New Notes due
2020
|
1.625% due
6/30/19
|
1.675%
|
+95
|
2.625%
|
New Notes due
2046
|
3.625% due
2/15/44
|
3.312%
|
+155
|
4.862%
|
New Notes due
2054
|
3.625% due
2/15/44
|
3.312%
|
+170
|
5.012%
|
Consummation of the Exchange Offers is subject to the
satisfaction of certain conditions, including (1) certain customary
conditions, including the absence of certain adverse legal and
market developments, (2) where applicable, the Yield Condition (as
described in the Offering Memorandum) and (3) the Accounting
Treatment Condition (as described in the Offering
Memorandum). No Exchange Offer is conditioned upon any
minimum amount of Old Notes being tendered or the consummation of
any other Exchange Offer, and, subject to applicable law, each
Exchange Offer may be amended, extended or terminated
individually. As of the Price Determination Date, the Yield
Condition was satisfied.
The "Settlement Date" for the Exchange Offers will be promptly
following the Expiration Date and is expected to be August 21,
2014, which is the second business day after the Expiration
Date. Verizon will not receive any cash proceeds from the
Exchange Offers.
The Exchange Offers are being extended only (1) to holders of
Old 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
Old 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 Offering Memorandum) (each of the foregoing, an
"Eligible Holder"), and in each case who have certified in an
eligibility letter certain matters to Verizon, including the above
status. Only Eligible Holders who have completed and returned
an eligibility letter are authorized to receive the Offering
Memorandum and to participate in the Exchange Offers. Holders
of Old Notes who desire a copy of the eligibility letter may
contact Global Bondholder Services Corporation toll-free at (866)
470-3800 or at (212) 430-3774 (banks and brokerage firms).
Eligible Holders are advised to check with any bank,
securities broker or other intermediary through which they hold Old
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 Offers before the deadlines specified herein and
in the Offering 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 Offering 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. Verizon
will enter into a registration rights agreement with respect to the
New Notes.
This press release is not an offer to sell or a solicitation
of an offer to buy any security. The Exchange Offers are being made
solely by the Offering 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
Offering 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.