Verizon announces pricing terms of its tender offer for all series of waterfall notes

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Mar 21, 2016, 04:14 ET

NEW YORK, March 21, 2016 /PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, Nasdaq: VZ; LSE: VZC) today announced the pricing of its previously announced cash tender offer on behalf of itself and certain of its subsidiaries for up to $5.5 billion aggregate purchase price, excluding accrued and unpaid interest and any fees or commissions, of the Waterfall Notes. The complete terms and conditions of the Waterfall Offer 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 as of March 14, 2016 and Verizon's press release dated as of March 21, 2016 (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.

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 Waterfall Offer will expire at 11:59 p.m., New York City time, on April 1, 2016 (the "Waterfall Expiration Time").

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and unpaid interest and any fees or commissions payable) of all Waterfall Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on March 18, 2016 (the "Waterfall Early Participation Time") has exceeded the Waterfall Cap. Subject to the conditions in the Offer to Purchase, all Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Early Participation Time with an Acceptance Priority Level higher than 14 have been accepted for purchase and all Waterfall Notes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 Subject to the conditions in the Offer to Purchase, Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Early Participation Time with Acceptance Priority Level 14 have been accepted for purchase using a proration factor of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

The Reference Yield of the UST Reference Security for each series of Waterfall Notes was measured as of 11:00 a.m., New York City time, on Monday, March 21, 2016 (the "Waterfall Price Determination Time"), and the Total Consideration for each series of Waterfall Notes was calculated in accordance with the Offer to Purchase.

The table below sets forth the aggregate principal amount of Waterfall Notes accepted for purchase at or prior to the Waterfall Early Participation Time, the Reference Yield and the Total Consideration for each series of Waterfall Notes.

Acceptance Priority Levels	Waterfall Notes	CUSIP(s)/ ISIN	Principal Amount Outstanding	Aggregate Principal Amount Accepted¹	Bloomberg Reference Page	UST Reference Security	Reference Yield	Fixed Spread (Basis Points)	Total Consideration²	Accrued and Unpaid Interest³
1	8.95% Notes due 2039	92343VAR5	$353,376,000	$63,293,000	FIT1	3.000% due Nov. 15, 2045	5.156%	245	$1,506.50	$8.20
2	7.875% Debentures due 2032	020039DC4	$451,801,000	$114,752,000	FIT1	3.000% due Nov. 15, 2045	4.956%	225	$1,322.92	$20.34
3	7.75% Notes due 2032	92344GAS5	$250,785,000	$32,963,000	FIT1	3.000% due Nov. 15, 2045	4.906%	220	$1,315.19	$23.47
4	7.35% Notes due 2039	92343VAU8	$480,330,000	$68,047,000	FIT1	3.000% due Nov. 15, 2045	5.156%	245	$1,293.50	$0.61
5	6.94% Debentures due 2028	362320BA0	$800,000,000	$236,524,000	FIT1	1.625% due Feb. 15, 2026	4.157%	225	$1,261.35	$32.58
6	8.75% Debentures due 2021	362320AT0	$300,000,000	$93,176,000	FIT1	1.125% due Feb. 28, 2021	2.763%	140	$1,307.34	$37.19
7	7.75% Notes due 2030	92344GAM8/ 92344GAC0/ USU92207AC07	$1,206,196,000	$275,936,000	FIT1	1.625% due Feb. 15, 2026	4.257%	235	$1,377.92	$26.48
8	6.55% Notes due 2043	92343VBT0	$6,585,304,000	$2,340,249,000	FIT1	3.000% due Nov. 15, 2045	4.656%	195	$1,291.74	$3.46
9	6.40% Notes due 2033	92343VBS2	$2,195,974,000	$466,485,000	FIT1	3.000% due Nov. 15, 2045	4.556%	185	$1,220.28	$3.38
10	6.80% Debentures due 2029	020039AJ2	$234,621,000	$46,732,000	FIT1	1.625% due Feb. 15, 2026	4.257%	235	$1,252.93	$28.90
11	6.90% Notes due 2038	92343VAP9	$476,578,000	$92,431,000	FIT1	3.000% due Nov. 15, 2045	5.056%	235	$1,243.29	$32.39
12	6.250% Notes due 2037	92343VAF1	$750,000,000	$113,836,000	FIT1	3.000% due Nov. 15, 2045	4.956%	225	$1,167.66	$0.52
13	6.40% Notes due 2038	92343VAK0	$866,375,000	$116,254,000	FIT1	3.000% due Nov. 15, 2045	5.056%	235	$1,176.52	$8.71
14*	5.85% Notes due 2035	92344GAX4	$1,500,000,000	$249,586,000	FIT1	3.000% due Nov. 15, 2045	4.706%	200	$1,144.68	$3.09
15	6.00% Notes due 2041	92343VAW4	$1,000,000,000	$0	FIT1	3.000% due Nov. 15, 2045	4.856%	215	$1,164.56	$0.50
16	5.15% Notes due 2023	92343VBR4	$8,516,519,000	$0	FIT1	1.625% due Feb. 15, 2026	2.857%	95	$1,152.83	$2.72

(1)   As of 5:00 p.m. New York City time, on March 18, 2016, as reported by the Depositary. Reflects adjustments based on Acceptance Priority Levels and proration, as described above and in the Offer to Purchase.
(2)   Per $1,000 principal amount of Waterfall Notes, assuming a settlement date of April 4, 2016. The Total Consideration includes the Early Tender Premium and excludes accrued and unpaid interest.
(3)   Per $1,000 principal amount of Waterfall Notes, assuming a settlement date of April 4, 2016.
*     Indicates the series of Notes that has been prorated.

Holders whose Waterfall Notes were validly tendered at or prior to the Waterfall Early Participation Time and accepted for purchase will receive the applicable Total Consideration, which includes the Early Tender Premium. Holders whose Waterfall Notes are accepted for purchase will also receive accrued and unpaid interest on such series of Waterfall Notes accepted for purchase from and including the last interest payment date for such series of Waterfall Notes to, but not including, the Settlement Date.

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

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.

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

SOURCE Verizon