TIDMVZC
Verizon Announces Expiration and Final Results of Exchange Offers
NEW YORK, March 12, 2015 -- Verizon Communications Inc.
("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today announced the expiration and
final 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.
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 (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 (the "2055 Maximum Exchange
Amount") (the "2055 Exchange Offer").
The Exchange Offers were conducted by Verizon upon the terms and subject to the
conditions set forth in a confidential offering memorandum, dated February 11,
2015, as amended by the two press releases issued by Verizon on February 25,
2015 (the "Offering Memorandum").
Based on information provided by Global Bondholder Services Corporation, the
exchange agent and information agent for the Exchange Offers, the tables below
provide the aggregate principal amount of each series of Old Notes validly
tendered and not validly withdrawn at or prior to the Expiration Date for the
Exchange Offers (11:59 p.m. (New York City time) on March 11, 2015) and the
aggregate principal amount of each series of Old Notes that Verizon expects to
accept pursuant to the Exchange Offers.
Old Notes included in the 2036 Exchange Offer:
Principal Amount
Principal Principal Amount Expected to be
CUSIP Title of Amount Tendered by the Accepted Pursuant to Proration
Number Security Outstanding Expiration Date the Exchange Offer Factor
92343VBR4 5.15% notes $11,000,000,000 $2,483,481,000 $2,483,481,000 100%
due 2023(1)
Old Notes included in the 2048 Exchange Offers:
Principal Amount
Acceptance Principal Principal Amount Expected to be
CUSIP/ISIN Title of Priority Amount Tendered by the Accepted Pursuant to
Number Security Level Outstanding Expiration Date the Exchange Offer Proration Factor(3)
92343VAP9 6.90% notes 1 $1,250,000,000 $773,422,000 $773,422,000 100%
due 2038(1)
92343VAK0 6.40% notes 2 $1,750,000,000 $883,625,000 $883,625,000 100%
due 2038(1)
92343VBS2 6.40% notes 3 $4,355,455,000 $2,330,674,000 $2,159,481,000 92.68%
due 2033(1)
92343VAF1 6.25% notes 4 $750,000,000 $308,599,000 $0 N/A
due 2037(1)
362320BA0 6.94% 5 $800,000,000 $145,136,000 $0 N/A
debentures
due 2028(2)
Old Notes included in the 2055 Exchange Offer:
Principal Amount
Principal Principal Amount Expected to be
CUSIP Title of Amount Tendered by the Accepted Pursuant to
Number Security Outstanding Expiration Date the Exchange Offer Proration Factor(3)
92343VBT0 6.55% notes $10,669,606,000 $4,652,391,000 $4,084,302,000 87.81%
due 2043(1)
_____________
(1) Issued by Verizon.
(2) Issued by GTE Corporation, a subsidiary of Verizon.
(3) Proration factor is rounded to the nearest hundreth.
Based on the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) in
the Exchange Offers and in accordance with the terms of the Exchange Offers, Verizon expects to accept:
(a) all of the tendered 5.15% notes due 2023;
(b) (i) all of the tendered 6.90% notes due 2038;
(ii) all of the tendered 6.40% notes due 2038;
(iii) after giving effect to proration and rounding, $2,159,481,000
aggregate principal amount of the tendered 6.40% notes due 2033, with a
proration factor for such series of Old Notes equal to approximately
92.68%;
(iv) none of the tendered 6.25% notes due 2037; and
(v) none of the tendered 6.94% debentures due 2028; and
(c) after giving effect to proration and rounding, $4,084,302,000 aggregate
principal amount of the tendered 6.55% notes due 2043, with a proration
factor for such series of Old Notes equal to approximately 87.81%.
The settlement date for the Exchange Offers is expected to be March 13, 2015.
Verizon expects that it will issue $2,868,704,000 aggregate principal amount of
New Notes due 2036, $5,000,000,000 aggregate principal amount of New Notes due
2048 and $5,499,999,000 aggregate principal amount of New Notes due 2055, in
satisfaction of the exchange offer consideration on such tendered Old Notes
(not including accrued and unpaid interest on the Old Notes, which will be
payable by Verizon in addition to the applicable exchange offer consideration).
Verizon will not receive any cash proceeds from the Exchange Offers.
Verizon today announced that the Accounting Treatment Condition (as described
in the Offering Memorandum) as well as certain customary conditions to the
Exchange Offers, including the absence of certain adverse legal and market
developments, have been satisfied. 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 were 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 had completed and returned an
eligibility letter were authorized to receive the Offering Memorandum and to
participate in the Exchange Offers.
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.
The lead dealer managers for the Exchange Offers were Barclays Capital Inc.,
Goldman, Sachs & Co. and BofA Merrill Lynch. The co-dealer managers for the
Exchange Offers, including five minority-, veteran- and women-owned firms, were
Credit Suisse Securities (USA) LLC, Mitsubishi UFJ Securities (USA), Inc.,
Mizuho Securities USA Inc., RBC Capital Markets, LLC, RBS Securities Inc.,
Santander Investment Securities Inc., UBS Securities LLC, BNY Mellon Capital
Markets, LLC, Lloyds Securities Inc., Lebenthal & Co., LLC, Loop Capital
Markets LLC, Mischler Financial Group, Inc., PNC Capital Markets LLC, Samuel A.
Ramirez & Company, Inc., SMBC Nikko Securities America, Inc., U.S. Bancorp
Investments, Inc. and The Williams Capital Group, L.P.
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.
CONTACT: Bob Varettoni, 908-559-6388, robert.a.varettoni@verizon.com
END
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