Verizon Announces Pricing of Tender Offer for Eight Tranches of Notes of Verizon and Its Subsidiaries

NEW YORK, March 17, 2014 /PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced the pricing of its previously announced cash tender offer for any and all of the following series of notes (the "Notes") (for each series of Notes, an "Offer" and, collectively, the "Offers"): 

  • $1,000,000,000 outstanding aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018;1
  • $1,300,000,000 outstanding aggregate principal amount of Verizon 8.75% Notes due 2018;
  • $300,000,000 outstanding aggregate principal amount of Alltel Corporation 7.00% Debentures due 2016;
  • $1,250,000,000 outstanding aggregate principal amount of Verizon 5.55% Notes due 2016;
  • $750,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2017;
  • $600,000,000 outstanding aggregate principal amount of GTE Corporation 6.84% Debentures due 2018;
  • $1,500,000,000 outstanding aggregate principal amount of Verizon 6.10% Notes due 2018; and
  • $1,500,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2018.

(1) On February 28, 2014, Cellco Partnership and Verizon Wireless Capital LLC issued a partial redemption for $1.25 billion of the $2.25 billion outstanding aggregate principal amount of the Cellco 8.50% Notes. In accordance with DTC procedures, the Cellco 8.50% Notes that are subject to this partial redemption may not be tendered in connection with the Offer.  As a result, only $1.00 billion in aggregate principal amount of Cellco 8.50% Notes is available to be tendered in connection with the Offer.

On March 10, 2014, Verizon commenced the Offers for any and all of the Notes in accordance with the terms and conditions set forth in the Offer to Purchase, dated March 10, 2014, relating thereto (the "Offer to Purchase"). 

For each $1,000 principal amount of each series of Notes validly tendered and accepted, the holders will receive the applicable purchase price specified in the table below (the "Purchase Price").  As further described in the Offer to Purchase, the applicable Purchase Price for each series of Notes was calculated based upon a yield to maturity of such Notes equal to the yield to maturity of the applicable UST reference security, based on the bid-side price of such UST reference security as displayed on Bloomberg Reference Page "FIT1" as of 2:00 p.m., New York City Time, on Monday, March 17, 2014 (the "Reference Yield") as specified in the table below, plus the applicable fixed spread as specified in the table below.  The calculation of each Purchase Price assumes a settlement date of March 19, 2014, the expected settlement date for the Offers.

Notes

CUSIP/ISIN
Number(s)

Principal
Amount
Outstanding

UST Reference

 Security

Reference Yield

Fixed

Spread

(Basis Points)

Purchase Price2

Financing Condition

Acceptance

Priority

Level

8.50%

Notes due 2018

92344SAK6

92344SAG5

USU9220QAD61

$1,000,000,0001

1.500% due
February 28, 2019

1.554%

+60

$1,279.63

1









8.75%

Notes due 2018

92343VAQ7

$1,300,000,000

1.500% due
February 28, 2019

1.554%

+60

$1,288.35

2









7.00%

Debentures due 2016

020039AE3

$300,000,000

0.250% due
February 29, 2016

0.351%

+30

$1,125.26

3









5.55%

Notes due 2016

92343VAC8

$1,250,000,000

0.250% due
February 29, 2016

0.351%

+25

$1,093.62

4









5.50%

Notes due 2017

92343VAG9

$750,000,000

0.625% due
February 15, 2017

0.728%

+30

$1,133.22

5









6.84%

Debentures due 2018

362320AZ6

$600,000,000

1.500% due
February 28, 2019

1.554%

+25

$1,196.85

6









6.10%

Notes due 2018

92343VAM6

$1,500,000,000

1.500% due
February 28, 2019

1.554%

+20

$1,170.07

7









5.50%

Notes due 2018

92343VAL8

$1,500,000,000

1.500% due
February 28, 2019

1.554%

+5

$1,146.91

8









(1)  Reflects the partial redemption issued for this series of Notes, as described above.

(2)  Per $1,000 principal amount of Notes.

 

Holders whose Notes are accepted for purchase will receive, in addition to the applicable Purchase Price, accrued and unpaid interest from the last interest payment date to, but not including, the date on which such Notes are purchased.

The applicable Purchase Price and the Reference Yield for each reference security were calculated in accordance with the Offer to Purchase.  Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the Offers, at or prior to the Expiration Time (as defined below) in order to be eligible to receive the applicable Purchase Price.  The Offer for each series of Notes is conditioned upon the satisfaction of certain conditions as set forth in the Offer to Purchase, including a financing condition.  Verizon reserves the right to waive any and all conditions to an Offer with respect to one or more series of Notes.  Subject to applicable law, Verizon may also terminate, extend or amend an Offer with respect to one or more series of Notes at any time at or before the Expiration Time in its sole discretion.

The Offers are scheduled to expire at 5:00 p.m., New York City Time, on Monday, March 17, 2014, unless extended or earlier terminated by Verizon (the "Expiration Time").  Tendered Notes may be withdrawn at any time at or prior to the Expiration Time.

Upon the terms and conditions described in the Offer to Purchase, payment for Notes accepted for purchase will be made promptly after the Expiration Time.

Verizon has retained Citigroup Global Markets Inc., Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC to act as the dealer managers (together, the "Dealer Managers") for the Offers. Global Bondholder Services Corporation will act as the Information Agent and the Depositary for the Offers. Questions regarding the Offers should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Mitsubishi UFJ Securities (USA), Inc. at (877) 744-4532 (toll-free) or (212) 405-7481 (collect), RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). Requests for documentation 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 with respect to any Notes. The Offers are being made solely pursuant to the Offer to Purchase and related documents. The Offers 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 to be made by a licensed broker or dealer, the Offers 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), headquartered in New York, is a global leader in delivering broadband and other wireless and wireline communications services to consumer, business, government and wholesale customers. Verizon Wireless operates America's most reliable wireless network, with nearly 103 million retail connections nationwide. Verizon also provides converged communications, information and entertainment services over America's most advanced fiber-optic network, and delivers integrated business solutions to customers in more than 150 countries. A Dow 30 company with more than $120 billion in 2013 revenues, Verizon employs a diverse workforce of 176,800. For more information, visit www.verizon.com.

VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches and biographies, media contacts, high-quality video and images, and other information are available at Verizon's News Center on the World Wide Web at www.verizon.com/news. To receive news releases by email, visit the News Center and register for customized automatic delivery of Verizon news releases.

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.



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