NEW YORK, Feb. 25, 2015 /PRNewswire/ -- Verizon
Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today
announced the early tender results of its previously announced
seven separate private offers to exchange (the "Exchange Offers")
specified series of debt securities issued by Verizon and by GTE
Corporation (a subsidiary of Verizon) (collectively, the "Old
Notes") for new debt securities to be issued by Verizon (the "New
Notes") and, in the case of the 6.94% debentures due 2028 of GTE
Corporation (the "GTE Debentures"), cash, each in accordance with
the terms of the Exchange Offers. Verizon also announced that it
increased the maximum aggregate principal amount of New Notes that
may be issued pursuant to certain of the Exchange Offers.
The Exchange Offers consist of the following:
(a) an offer to exchange the 5.15% notes
due 2023 of Verizon for new 4.272% notes due 2036 of Verizon (the
"New Notes due 2036"), provided that the principal amount of New
Notes due 2036 to be issued in such Exchange Offer on an aggregate
basis shall not exceed $3,000,000,000
(the "2036 Maximum Exchange Amount") (the "2036 Exchange
Offer");
(b) (i) an
offer to exchange the 6.90% notes due 2038 of Verizon;
(ii) an offer to exchange the 6.40% notes
due 2038 of Verizon;
(iii) an offer to exchange the 6.40% notes due
2033 of Verizon;
(iv) an offer to exchange the 6.25% notes due 2037
of Verizon; and
(v) an offer to exchange the GTE Debentures;
in each case, for new 4.522% notes due 2048 of Verizon (the "New
Notes due 2048") and, in the case of the GTE Debentures, cash,
provided that the principal amount of New Notes due 2048 to be
issued in such Exchange Offers on an aggregate basis shall not
exceed $5,000,000,000 (previously
$4,500,000,000) (the "2048 Maximum
Exchange Amount") (collectively, the "2048 Exchange Offers");
and
(c) an offer to exchange the 6.55% notes
due 2043 of Verizon for new 4.672% notes due 2055 of Verizon
(the "New Notes due 2055"), provided that the principal amount of
New Notes due 2055 to be issued in such Exchange Offer on an
aggregate basis shall not exceed $5,500,000,000 (previously
$5,000,000,000) (the "2055 Maximum Exchange Amount") (the "2055
Exchange Offer"). Each of the 2036 Maximum Exchange Amount,
the 2048 Maximum Exchange Amount and the 2055 Maximum Exchange
Amount is referred to herein as a "Maximum Exchange Amount."
As described above, Verizon has increased the 2048 Maximum
Exchange Amount from $4,500,000,000
to $5,000,000,000 and the 2055
Maximum Exchange Amount from $5,000,000,000 to $5,500,000,000. The 2036 Maximum Exchange Amount
will remain unchanged at $3,000,000,000. All other terms of the Exchange
Offers remain unchanged.
The Exchange Offers are being conducted by Verizon upon the
terms and subject to the conditions set forth in a confidential
offering memorandum, dated February 11,
2015 (the "Offering Memorandum").
Based on information provided by Global Bondholder Services
Corporation, the exchange agent and information agent for the
Exchange Offers, the following aggregate principal amount of each
series of Old Notes was validly tendered and not validly withdrawn
at or prior to the Early Participation Date (as defined below)
pursuant to the Exchange Offers:
Old Notes included in the 2036 Exchange Offer:
CUSIP
Number
|
|
Title of
Security
|
|
Principal
Amount Outstanding
|
|
Principal
Amount
Tendered by the Early
Participation Date
|
92343VBR4
|
|
5.15% notes
due 2023
|
|
$11,000,000,000
|
|
$2,454,501,000
|
Old Notes included in the 2048 Exchange Offers:
CUSIP/ISIN Number
|
|
Title of
Security
|
|
Acceptance
Priority Level
|
|
Principal
Amount Outstanding
|
|
Principal
Amount
Tendered by the Early
Participation Date
|
92343VAP9
|
|
6.90% notes
due 2038(1)
|
|
1
|
|
$1,250,000,000
|
|
$773,422,000
|
92343VAK0
|
|
6.40% notes
due 2038(1)
|
|
2
|
|
$1,750,000,000
|
|
$878,613,000
|
92343VBS2
|
|
6.40% notes
due 2033(1)
|
|
3
|
|
$4,355,455,000
|
|
$2,327,313,000
|
92343VAF1
|
|
6.25% notes
due 2037(1)
|
|
4
|
|
$750,000,000
|
|
$308,599,000
|
362320BA0
|
|
6.94% debentures
due 2028(2)
|
|
5
|
|
$800,000,000
|
|
$145,136,000
|
Old Notes included in the 2055 Exchange Offer:
CUSIP
Number
|
|
Title of
Security
|
|
Principal
Amount Outstanding
|
|
Principal
Amount
Tendered by the Early
Participation Date
|
92343VBT0
|
|
6.55% notes
due 2043
|
|
$10,669,606,000
|
|
$4,646,996,000
|
|
|
|
|
|
|
(1)
|
Issued by
Verizon.
|
(2)
|
Issued by GTE
Corporation, a subsidiary of Verizon.
|
As set forth above, since tenders of the 6.90% notes due 2038,
the 6.40% notes due 2038 and the 6.40% notes due 2033 would
otherwise result in an issuance of New Notes due 2048 in an
aggregate principal amount that exceeds the 2048 Maximum Exchange
Amount, Verizon will promptly return the 6.25% notes due 2037 and
the GTE Debentures and will not accept further tenders of these two
series of Old Notes.
Subject to the terms and conditions of the 2036 Exchange Offer
and the 2055 Exchange Offer, we will accept for exchange the Old
Notes validly tendered in the 2036 Exchange Offer and the 2055
Exchange Offer, respectively, subject to the 2036 Maximum Exchange
Amount and 2055 Maximum Exchange Amount (including the increase of
the 2055 Maximum Exchange Amount), as applicable. If the 2036
Maximum Exchange Amount or the 2055 Maximum Exchange Amount is not
adequate to permit the acceptance for exchange of all of the
validly tendered and not validly withdrawn Old Notes for the 2036
Exchange Offer or the 2055 Exchange Offer, respectively, we will
allocate the applicable Maximum Exchange Amount among the aggregate
principal amount of such Old Notes on a pro rata basis.
Subject to the terms and conditions of the 2048 Exchange Offers
(including the increase of the 2048 Maximum Exchange Amount), we
will accept for exchange the Old Notes of any series validly
tendered in the 2048 Exchange Offers in accordance with the
applicable "Acceptance Priority Level" (in numerical priority
order) for such series as set forth in the table for the 2048
Exchange Offers above (each, an "Acceptance Priority Level"), with
Acceptance Priority Level 1 being the highest priority
level. Subject to the 2048 Maximum Exchange Amount, all Old
Notes validly tendered in the 2048 Exchange Offers that have a
higher Acceptance Priority Level will be accepted for exchange
before any validly tendered Old Notes in the 2048 Exchange Offers
that have a lower Acceptance Priority Level are accepted. If
the remaining available portion of the 2048 Maximum Exchange Amount
is not adequate to permit the acceptance for exchange of all of the
validly tendered Old Notes having a particular Acceptance Priority
Level, we will allocate such available 2048 Maximum Exchange Amount
among the aggregate principal amount of such validly tendered Old
Notes having such Acceptance Priority Level on a pro rata basis,
and any validly tendered Old Notes having a lower Acceptance
Priority Level will not be accepted for exchange.
The withdrawal date (5:00 p.m.
(New York City time) on
February 25, 2015) for the Exchange
Offers has now passed. In accordance with the terms of the Exchange
Offers, tendered Old Notes may no longer be withdrawn, except in
certain limited circumstances where additional withdrawal rights
are required by law. The Exchange Offers will expire at
11:59 p.m. (New York City time) on March 11, 2015, unless extended by Verizon (the
"Expiration Date").
Eligible Holders (as defined below) that validly tendered and
did not validly withdraw their Old Notes at or prior to
5:00 p.m. (New York City time) on February 25, 2015 (the "Early Participation
Date") will be eligible to receive the applicable Total Exchange
Price (the "Total Exchange Price"), which includes the applicable
early participation payment (the "Early Participation Payment"),
each as described in the Offering Memorandum. Eligible Holders who
validly tender their Old Notes after the Early Participation Date,
but at or prior to the Expiration Date, will be eligible to receive
the applicable Exchange Price (the "Exchange Price"), which is the
applicable Total Exchange Price minus the applicable Early
Participation Payment. For each series of Old Notes that have been
accepted by Verizon, 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. The
Total Exchange Prices, Exchange Prices and interest rates on the
New Notes were determined at 11:00
a.m. (New York City time)
on February 25, 2015 and were
disclosed earlier today.
The settlement date for the Exchange Offers will be promptly
following the Expiration Date and is expected to be March 13,
2015, which is the second business day after the Expiration Date.
Verizon will not receive any cash proceeds from the Exchange
Offers.
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 and (2) 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.
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: adverse
conditions in the U.S. and international economies; the effects of
competition in the markets in which we operate; 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; our high level
of indebtedness; 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;
material adverse changes in labor matters, including labor
negotiations, and any resulting financial and/or operational
impact; significant increases in benefit plan costs or lower
investment returns on plan assets; changes in tax laws or treaties,
or in their interpretation; 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; and the inability to
implement our business strategies.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/update-2-verizon-announces-early-tender-results-of-exchange-offers-and-increases-of-the-maximum-exchange-amounts-under-the-2048-exchange-offers-and-2055-exchange-offer-300041855.html
SOURCE Verizon Communications Inc.