Verizon announces modification of pricing terms and deadlines for all series of waterfall notes in its tender offer

Mar 14, 2016, 17:37 ET from Verizon

NEW YORK, March 14, 2016 /PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today announced that it has amended the terms with respect to all series of the Waterfall Notes of its previously announced cash tender offer for up to $4.0 billion aggregate purchase price, excluding accrued and unpaid interest and any fees or commissions of the Waterfall Notes, to: (i) modify the applicable Fixed Spread for each series of the Waterfall Notes, as set forth in the table below, (ii) extend the Early Participation Time from 5:00 p.m., New York City time, on March 17, 2016 to 5:00 p.m., New York City time, on March 18, 2016, (iii) extend the Withdrawal Time from 5:00 p.m., New York City time, on March 17, 2016 to 5:00 p.m., New York City time, on March 18, 2016, (iv) extend the Price Determination Time from 11:00 a.m., New York City time, on March 18, 2016 to 11:00 a.m., New York City time, on March 21, 2016 and (v) extend the Expiration Time from 5:00 p.m., New York City time, on April 1, 2016 to 11:59 p.m., New York City time, on April 1, 2016. Capitalized terms used but not defined herein have the meanings set forth in the offer to purchase dated March 4, 2016 (the "Offer to Purchase").

Except as set forth herein, all other terms, provisions and conditions of the Offers will remain in full force and effect as set forth in the Offer to Purchase and the related letter of transmittal. There are no other modifications or extensions being made with respect to the Waterfall Offer other than those announced here. There are no modifications or extensions being made with respect to the Any and All Offers.

Assuming (i) 100% participation in the Any and All Offers at or prior to the Early Participation Time, (ii) the aggregate purchase price of Waterfall Notes validly tendered and not validly withdrawn meets or exceeds the Waterfall Cap and (iii) the Reference Yield had been measured for each UST Reference Security as of the date of this press release, the maximum aggregate purchase price, excluding accrued and unpaid interest and any fees or commissions, on all three sets of Offers would be approximately $12 billion.

The complete terms of the Offers are set forth in the Offer to Purchase and the related letter of transmittal. Copies of the Offer to Purchase and the related letter of transmittal are available upon request from Global Bondholder Services Corporation at the telephone numbers provided below.

The table below sets forth for each series of Waterfall Notes, the Fixed Spread listed in the Offer to Purchase and the modified Fixed Spread announced in this press release (the "Modified Fixed Spread") and the hypothetical Total Consideration and hypothetical Tender Offer Consideration, each calculated using the applicable Modified Fixed Spread.

 

 

Acceptance Priority Levels

 

Issuer

Waterfall Notes

CUSIP(s) / ISIN

Original Fixed Spread
(Basis Points)

Modified Fixed
Spread
(Basis Points)

Modified
Hypothetical Total
Consideration1

Modified
Hypothetical
Tender Offer
Consideration2

1

Verizon Communications Inc.

8.95% Notes due 2039

92343VAR5

255

245

$ 1,503.80

$ 1,453.80

2

Alltel Corporation

7.875% Debentures due 2032

020039DC4

235

225

$ 1,320.92

$ 1,270.92

3

Verizon Communications Inc.

7.75% Notes due 2032

92344GAS5

230

220

$ 1,313.19

$ 1,263.19

4

Verizon Communications Inc.

7.35% Notes due 2039

92343VAU8

255

245

$ 1,291.09

$ 1,241.09

5

GTE Corporation

6.94% Debentures due 2028

362320BA0

240

225

$ 1,255.72

$ 1,205.72

6

GTE Corporation

8.75% Debentures due 2021

362320AT0

150

140

$ 1,300.66

$ 1,250.66

7

Verizon Communications Inc.

7.75% Notes due 2030

92344GAM8/
92344GAC0/
USU92207AC07

245

235

$ 1,371.00

$ 1,321.00

8

Verizon Communications Inc.

6.55% Notes due 2043

92343VBT0

220

195

$ 1,288.96

$ 1,238.96

9

Verizon Communications Inc.

6.40% Notes due 2033

92343VBS2

210

185

$ 1,218.23

$ 1,168.23

10

Alltel Corporation

6.80% Debentures due 2029

020039AJ2

245

235

$ 1,246.98

$ 1,196.98

11

Verizon Communications Inc.

6.90% Notes due 2038

92343VAP9

250

235

$ 1,240.98

$ 1,190.98

12

Verizon Communications Inc.

6.250% Notes due 2037

92343VAF1

240

225

$ 1,165.50

$ 1,115.50

13

Verizon Communications Inc.

6.40% Notes due 2038

92343VAK0

250

235

$ 1,174.31

$ 1,124.31

14

Verizon Communications Inc.

5.85% Notes due 2035

92344GAX4

220

200

$ 1,142.60

$ 1,092.60

15

Verizon Communications Inc.

6.00% Notes due 2041

92343VAW4

235

215

$ 1,162.16

$ 1,112.16

16

Verizon Communications Inc.

5.15% Notes due 2023

92343VBR4

110

95

$ 1,149.07

$ 1,099.07

(1)   Per $1,000 principal amount of Waterfall Notes, calculated using the Modified Fixed Spread, assuming that the Reference Yield had been measured at 11:00 a.m., New
       York City time, on March 14, 2016 and assuming a hypothetical settlement date of April 4, 2016.  The hypothetical Total Consideration includes the Early Tender Premium
       and excludes accrued and unpaid interest.

(2)   Per $1,000 principal amount of Waterfall Notes, calculated using the Modified Fixed Spread, assuming that the Reference Yield had been measured at 11:00 a.m., New 
       York City time, on March 14, 2016 and assuming a hypothetical settlement date of April 4, 2016.  The hypothetical Tender Offer Consideration excludes the Early Tender
       Premium and accrued and unpaid interest.

Solely with respect to the Waterfall Offer, the Early Participation Time, the Withdrawal Time, the Price Determination Time and the Expiration Time have been extended for all Waterfall Notes as follows:

Date

Original Calendar Date

Extended Calendar Date

Early Participation Time..............

5:00 p.m., New York City

Time, on March 17, 2016

5:00 p.m., New York City Time, on March
18, 2016, unless further extended or
terminated by Verizon in its sole discretion.

Withdrawal Time.........................

5:00 p.m., New York City

Time, on March 17, 2016

5:00 p.m., New York City time, on March
18, 2016, unless further extended or
terminated by Verizon in its sole discretion.

Price Determination Time............

11:00 a.m., New York City

Time, on March 18, 2016

11:00 a.m., New York City time, on March
21, 2016, unless further extended or
terminated by Verizon in its sole
discretion.

Expiration Time.............................................

5:00 p.m., New York City

Time, on April 1, 2016

11:59 p.m., New York City time, on April
1, 2016, unless further extended or
terminated by Verizon in its sole
discretion.

Waterfall Notes validly tendered and not validly withdrawn at or prior to the Early Participation Time as extended by this press release, will have priority over Waterfall Notes that are tendered after the Early Participation Time, as extended by this press release.

With respect to the Any and All Offers, the Early Participation Time, the Withdrawal Time, the Price Determination Time and the Expiration Time remain as set forth in the Offer to Purchase. For each Offer, the "Settlement Date" is expected to be on or about April 4, 2016, unless extended or terminated by Verizon in its sole discretion.

The Offer for each series of Notes is conditioned upon the satisfaction of certain conditions, including the closing of the sale of Verizon's local exchange and related business assets in California, Florida and Texas and Verizon's receipt of at least $9.5 billion of purchase price cash at closing.          

Pursuant to the Waterfall Offer, approximately $679,121,000 aggregate principal amount of Waterfall Notes has been validly tendered and not validly withdrawn as of 2:00 p.m. New York City time on March 14, 2016, as reported by the Depositary.

Verizon has retained Goldman, Sachs & Co., RBC Capital Markets, LLC and Santander Investment Securities Inc. to act as lead dealer managers (together, the "Lead Dealer Managers") for the Offers and as lead solicitation agents for the Consent Solicitation (together, the "Lead Solicitation Agents") and Mitsubishi UFJ Securities (USA), Inc., CastleOak Securities, L.P., Drexel Hamilton, LLC, Samuel A. Ramirez & Company, Inc. and Siebert Brandford Shank & Co., L.L.C. to act as co-dealer managers (the "Co-Dealer Managers" and together with the Lead Dealer Managers, the "Dealer Managers") and co-solicitation agents (the "Co-Solicitation Agents" and together with the Lead Solicitation Agents, the "Solicitation Agents") in connection with the Offers and the Consent Solicitation.  Global Bondholder Services Corporation is acting as the Information Agent and the Depositary for the Offers and the Consent Solicitation.  Questions regarding terms and conditions of the Offers or the Consent Solicitation should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-1039 (collect), RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822 (collect) or Santander Investment Securities Inc. at 855-404-3636 (toll-free) or 212-940-1442 (collect).  Requests for documentation or for assistance with the procedures for tendering Notes should be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll-free) or (212) 430-3774 (collect).

This announcement is for informational purposes only.  This announcement is not an offer to purchase or a solicitation of an offer to purchase or a solicitation of consents with respect to any Notes.  The Offers and the Consent Solicitation are being made solely pursuant to the Offer to Purchase and related documents.  The Offers and the Consent Solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  In any jurisdiction in which the securities laws or blue sky laws require the Offers and the Consent Solicitation to be made by a licensed broker or dealer, the Offers and the Consent Solicitation will be deemed to be made on behalf of Verizon by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. 

Verizon Communications Inc. (NYSE, Nasdaq: VZ) employs a diverse workforce of 177,700 and generated nearly $132 billion in 2015 revenues. Verizon operates America's most reliable wireless network, with more than 112 million retail connections nationwide. Headquartered in New York, the company also provides communications and entertainment services over America's most advanced fiber-optic network, and delivers integrated business solutions to customers worldwide.

Cautionary Statement Regarding Forward-Looking Statements

In this communication we have made forward-looking statements.  These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as "will," "may," "should," "continue," "anticipate," "believe," "expect," "plan," "appear," "project," "estimate," "intend," or other words or phrases of similar import.  Similarly, statements that describe our objectives, plans or goals also are forward-looking statements.  These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated.  Factors that could materially affect these forward-looking statements can be found in our periodic reports filed with the SEC. Eligible holders are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements.  The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur.  We cannot assure you that projected results or events will be achieved.

VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches and biographies, media contacts and other information are available at Verizon's online News Center at www.verizon.com/news/. News releases are also available through an RSS feed. To subscribe, visit www.verizon.com/about/rss-feeds/.

Media contact:
Bob Varettoni
908-559-6388
robert.a.varettoni@verizon.com

SOURCE Verizon



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