Verizon announces expiration and final results of its tender offers and consent solicitation

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Apr 04, 2016, 07:00 ET

NEW YORK, April 4, 2016 /PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, Nasdaq: VZ; LSE: VZC) today announced the expiration and final results of its previously announced three concurrent, but separate, cash tender offers on behalf of itself and certain of its subsidiaries (i) as of 5:00 p.m., New York City time, on April 1, 2016 (the "Any and All Expiration Time") for the Any and All Notes and (ii) as of 11:59 p.m., New York City time, on April 1, 2016 (the "Waterfall Expiration Time" and, together with the Any and All Expiration Time, the "Expiration Times") for the Waterfall Notes. The complete terms and conditions of the Offers and Consent Solicitation are set forth in the offer to purchase dated March 4, 2016, as amended with respect to the Waterfall Offer by Verizon's press release dated March 14, 2016 and Verizon's press release dated March 21, 2016 regarding the early participation results and upsizing of the Waterfall Offer (the "Offer to Purchase") and the related letter of transmittal. Capitalized terms used but not defined herein have the meanings set forth in the Offer to Purchase.

The Offers and Consent Solicitation have expired and have not been extended. Consummation of the Offers and Consent Solicitation was subject to a number of conditions, including among other things, 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, which have been satisfied.

Subject to the terms of the Any and All Offers, all validly tendered and not validly withdrawn Any and All Notes have been accepted for purchase. As previously announced, the aggregate purchase price (excluding accrued and unpaid interest and any fees or commissions) of all Waterfall Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on March 18, 2016 (the "Waterfall Early Participation Time") exceeded the Waterfall Cap. Subject to the terms of the Waterfall Offer, all Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Early Participation Time with an Acceptance Priority Level higher than 14 have been accepted for purchase and all Waterfall Notes with an Acceptance Priority Level lower than 14 have not been accepted for purchase. Subject to the terms of the Waterfall Offer, Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Early Participation Time with Acceptance Priority Level 14 have been prorated using a proration factor of approximately 70.9%. No Waterfall Notes tendered after the Waterfall Early Participation Time have been accepted for purchase.

Verizon also announced the expiration and final results of its previously announced concurrent Consent Solicitation for Group 1 Any and All Notes. As previously announced, Verizon has received the Requisite Consents for each series of Group 1 Any and All Notes. As a result, Verizon and U.S. Bank National Association, as trustee, will enter into a supplemental indenture to the indenture governing the Group 1 Any and All Notes (the "Supplemental Indenture") in order to shorten the minimum period for giving notice to holders of such series of Group 1 Any and All Notes of a redemption from 30 days to three business days prior to a redemption date. Pursuant to its terms, the Supplemental Indenture will become operative on or about April 4, 2016.

The tables below set forth for each series of Notes the principal amount of Notes validly tendered and accepted for purchase pursuant to the Offers, the Total Consideration with respect to each series of Notes and the Tender Offer Consideration with respect to each series of Any and All Notes.

*Group 1 Any and All Offer* Issuer	Group 1 Any and All Notes	CUSIP	Principal Amount Outstanding	Aggregate Principal Amount Accepted¹	Total Consideration²	Tender Offer Consideration³
Verizon Communications Inc.	2.50% Notes due 2016	92343VBN3	$2,182,335,000	$1,272,439,000	$1,007.60	$977.60
Verizon Communications Inc.	2.00% Notes due 2016	92343VBD5	$1,250,000,000	$731,088,000	$1,007.20	$977.20
Verizon Communications Inc.	6.35% Notes due 2019	92343VAV6	$1,750,000,000	$970,212,000	$1,133.32	$1,103.32

*Group 2 Any and All Offer* Subsidiary Issuer	Group 2 Any and All Notes	CUSIP	Principal Amount Outstanding	Aggregate Principal Amount Accepted¹	Total Consideration²	Tender Offer Consideration³
Verizon Delaware LLC	8.375% Debentures due 2019	252759AL9	$15,000,000	$15,000,000	$1,182.11	$1,132.11
Verizon Delaware LLC	8.625% Debentures due 2031	252759AM7	$15,000,000	$4,609,000	$1,365.39	$1,315.39
Verizon Maryland LLC	8.00% Debentures due 2029	165069AP0	$50,000,000	$21,569,000	$1,301.32	$1,251.32
Verizon Maryland LLC	8.30% Debentures due 2031	165069AQ8	$100,000,000	$76,434,000	$1,347.26	$1,297.26
Verizon Maryland LLC	5.125% Debentures due 2033	92344WAB7	$350,000,000	$170,791,000	$1,012.50	$962.50
Verizon New England Inc.	7.875% Debentures due 2029	644239AY1	$348,965,000	$175,821,000	$1,261.63	$1,211.63
Verizon New Jersey Inc.	8.00% Debentures due 2022	645767AY0	$200,000,000	$53,708,000	$1,238.65	$1,188.65
Verizon New Jersey Inc.	7.85% Debentures due 2029	645767AW4	$148,935,000	$62,673,000	$1,311.32	$1,261.32
Verizon New York Inc.	6.50% Debentures due 2028	650094CJ2	$100,000,000	$28,346,000	$1,151.71	$1,101.71
Verizon New York Inc.	7.375% Debentures due 2032	92344XAB5	$500,000,000	$256,474,000	$1,201.92	$1,151.92
Verizon Pennsylvania LLC	6.00% Debentures due 2028	07786DAA4	$125,000,000	$56,505,000	$1,110.47	$1,060.47
Verizon Pennsylvania LLC	8.35% Debentures due 2030	078167AZ6	$174,975,000	$127,344,000	$1,324.10	$1,274.10
Verizon Pennsylvania LLC	8.75% Debentures due 2031	078167BA0	$125,000,000	$71,768,000	$1,356.47	$1,306.47
Verizon Virginia LLC	7.875% Debentures due 2022	165087AN7	$100,000,000	$43,352,000	$1,227.79	$1,177.79
Verizon Virginia LLC	8.375% Debentures due 2029	165087AL1	$100,000,000	$81,380,000	$1,319.78	$1,269.78

*Waterfall Offer* Acceptance Priority Levels	Issuer	Waterfall Notes	CUSIP(s)/ ISIN	Principal Amount Outstanding	Aggregate Principal Amount Accepted⁴	Total Consideration²
1	Verizon Communications Inc.	8.95% Notes due 2039	92343VAR5	$353,376,000	$63,293,000	$1,506.50
2	Alltel Corporation	7.875% Debentures due 2032	020039DC4	$451,801,000	$114,752,000	$1,322.92
3	Verizon Communications Inc.	7.75% Notes due 2032	92344GAS5	$250,785,000	$32,963,000	$1,315.19
4	Verizon Communications Inc.	7.35% Notes due 2039	92343VAU8	$480,330,000	$68,047,000	$1,293.50
5	GTE Corporation	6.94% Debentures due 2028	362320BA0	$800,000,000	$236,524,000	$1,261.35
6	GTE Corporation	8.75% Debentures due 2021	362320AT0	$300,000,000	$93,176,000	$1,307.34
7	Verizon Communications Inc.	7.75% Notes due 2030	92344GAM8/	$1,206,196,000	$275,936,000	$1,377.92
			92344GAC0/
			USU92207AC07
8	Verizon Communications Inc.	6.55% Notes due 2043	92343VBT0	$6,585,304,000	$2,340,249,000	$1,291.74
9	Verizon Communications Inc.	6.40% Notes due 2033	92343VBS2	$2,195,974,000	$466,485,000	$1,220.28
10	Alltel Corporation	6.80% Debentures due 2029	020039AJ2	$234,621,000	$46,732,000	$1,252.93
11	Verizon Communications Inc.	6.90% Notes due 2038	92343VAP9	$476,578,000	$92,431,000	$1,243.29
12	Verizon Communications Inc.	6.250% Notes due 2037	92343VAF1	$750,000,000	$113,836,000	$1,167.66
13	Verizon Communications Inc.	6.40% Notes due 2038	92343VAK0	$866,375,000	$116,254,000	$1,176.52
14*	Verizon Communications Inc.	5.85% Notes due 2035	92344GAX4	$1,500,000,000	$249,586,000	$1,144.68
15	Verizon Communications Inc.	6.00% Notes due 2041	92343VAW4	$1,000,000,000	$0	$1,164.56
16	Verizon Communications Inc.	5.15% Notes due 2023	92343VBR4	$8,516,519,000	$0	$1,152.83
(1) As of 5:00 p.m., New York City time, on April 1, 2016, as reported by the Depositary.
(2) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the applicable Early Participation Time. The Total Consideration excludes accrued and unpaid interest.
(3) Per $1,000 principal amount of Notes validly tendered after the Any and All Early Participation Time and at or prior to the applicable Expiration Time. The Tender Offer Consideration excludes accrued and unpaid interest.
(4) As of the Waterfall Early Participation Time. No Waterfall Notes tendered after the Waterfall Early Participation Time have been accepted for purchase.
* Acceptance Priority Level 14 Notes have been prorated using a proration factor of approximately 70.9%.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, payment for Notes accepted for purchase will be made promptly after the Expiration Times on the Settlement Date, which is expected to be on or about April 4, 2016.

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 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.

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Media contact:
Bob Varettoni
908-559-6388
[email protected]

SOURCE Verizon