Verizon announces tender offers / consent solicitations for 31 series of Verizon and certain of its subsidiaries’ notes

NEW YORK – Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the commencement of 31 separate offers, for its own account and on behalf of certain of its wholly-owned subsidiaries, to purchase for cash (the “Tender Offers”) up to $1.0 billion aggregate purchase price of the outstanding series of notes listed below (collectively, the “Notes”), on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated November 15, 2017 (the “Offer to Purchase and Consent Solicitation Statement” and, together with the accompanying letter of transmittal, the “Offer Documents”).  Concurrently with the Tender Offers, Verizon, on behalf of certain of its wholly-owned subsidiaries, is soliciting consents (the “Consent Solicitations”) to the proposed amendments (the “Proposed Amendments”) to the indentures (the “Existing Indentures”) governing the Notes issued by such subsidiaries (collectively, the “Subsidiary Notes”) in order to, among other things, eliminate certain of the restrictive covenants contained therein, on the terms and subject to the conditions set forth in the Offer Documents.  If a Holder (as defined below) validly tenders Subsidiary Notes in a Tender Offer, such Holder will be deemed to deliver its consent, with respect to the principal amount of such tendered Subsidiary Notes, to the Proposed Amendments.  Holders may neither deliver their consents in a particular Consent Solicitation without tendering Subsidiary Notes in the related Tender Offer, nor may they tender Subsidiary Notes in a particular Tender Offer without delivering their consents with respect to such Subsidiary Notes in the related Consent Solicitation.  The completion of any Tender Offer with respect to a series of Subsidiary Notes is not conditioned on the receipt of the requisite consents in the related Consent Solicitation.

Verizon today also announced the commencement of separate exchange offers and consent solicitations, on behalf of certain of its wholly-owned subsidiaries, to exchange 18 series of the Subsidiary Notes (the GTE LLC 6.840% Debentures due 2018 are not included in the separate exchange offers and consent solicitations) for new notes issued by Verizon, on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement dated November 15, 2017 (the “Exchange Offer and Consent Solicitation Statement”).  Only holders who have duly completed and returned an eligibility letter certifying that they are either (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States and who are “Non-U.S. qualified offerees” (as defined in the related eligibility letter) are authorized to receive the Exchange Offer and Consent Solicitation Statement and to participate in the exchange offers and consent solicitations thereunder.  Consents delivered for a series of Subsidiary Notes in connection with the Tender Offers will be cumulated with the consents delivered for such series of Subsidiary Notes in connection with the separate exchange offers.  The exchange offers and consent solicitations are separate and distinct from the Tender Offers and Consent Solicitations, and neither the Tender Offers and Consent Solicitations nor the separate exchange offers and consent solicitations are conditioned upon the consummation of such other offer.

The Tender Offers and Consent Solicitations will each expire at 11:59 p.m. (New York City time) on December 13, 2017, unless extended or earlier terminated by Verizon (such date and time with respect to a Tender Offer and Consent Solicitation, as the same may be extended with respect to such Tender Offer and Consent Solicitation, the “Expiration Date”).  To be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below), holders of Notes (each, a “Holder,” and collectively, “Holders”) must validly tender their Notes at or prior to 5:00 p.m. (New York City time) on November 29, 2017, unless extended or earlier terminated (such date and time with respect to a Tender Offer and Consent Solicitation, as the same may be extended with respect to such Tender Offer and Consent Solicitation, the “Early Participation Date”).  Holders who validly tender their Notes after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will be eligible to receive the Tender Consideration (as defined below).  All Holders whose Notes (and, with respect to the Subsidiary Notes only, related consents) are accepted in a Tender Offer and Consent Solicitation, as applicable, will receive a cash payment equal to accrued and unpaid interest on such Notes to, but not including, the Settlement Date (as defined below) (the “Accrued Coupon Payment”) in addition to their Total Consideration or Tender Consideration, as applicable.  There is no separate consent payment for the Consent Solicitations.

Notes may be validly withdrawn and, for purposes of the Subsidiary Notes, consents to the applicable Proposed Amendments may be validly revoked, at any time at or prior to the earlier of (i) 5:00 p.m. (New York City time) on November 29, 2017, unless extended with respect to any Tender Offer and Consent Solicitation, or (ii) the effectiveness of the supplemental indentures to the corresponding Existing Indentures implementing the applicable Proposed Amendments, but not thereafter.

Verizon is offering to accept for purchase validly tendered Notes using a “waterfall” methodology under which Notes will be accepted in the order of their Acceptance Priority Levels listed below, subject to the Waterfall Cap (as defined below).  The Tender Offers and Consent Solicitations are subject to the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement, including (i) the Acceptance Priority Procedures (as described below) and (ii) a $1.0 billion cap (the “Waterfall Cap”) on the total cash Verizon pays to purchase Notes validly tendered under the Tender Offers and Consent Solicitations (excluding the applicable Accrued Coupon Payments).

On the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, Verizon is offering to purchase the following outstanding securities for the consideration described below: 

(1) See Annex A of the Offer to Purchase and Consent Solicitation Statement for a list of original issuer names, as applicable. 
(2) Payable, as part of the applicable Total Consideration, per each $1,000 principal amount of the specified series of Notes validly tendered at or prior to the applicable Early Participation Date and accepted for purchase (the “Early Participation Payment”). The total consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the applicable Early Participation Date is referred to as the “Total Consideration” for such series. Holders who validly tender Notes of a series after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will receive the tender consideration for any such series accepted by us, which is equal to the Total Consideration minus the Early Participation Payment (with respect to such series, the “Tender Consideration”).
(3) The Total Consideration for each series of Notes will be based on the fixed spread for the applicable series of Notes plus the yield of the specified Reference U.S. Treasury Security for that series as of the Price Determination Date (as defined below). See “Description of the Tender Offers and Consent Solicitations—Determination of Consideration” in the Offer to Purchase and Consent Solicitation Statement. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration. There is no separate consent payment for the Consent Solicitations.
(4) Per $1,000 principal amount of Notes, assuming that the Reference Yield (as defined in the Offer to Purchase and Consent Solicitation Statement) had been measured at 11:00 a.m., New York City time, on November 14, 2017 and assuming a hypothetical settlement date of December 15, 2017. The hypothetical Total Consideration includes the applicable Early Participation Payment, but excludes the applicable Accrued Coupon Payment.
* Denotes a series of Notes, a portion of which is held in physical certificated form (such portion, the “Certificated Notes”) and is not held through The Depository Trust Company (“DTC”). Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying Letter of Transmittal (as defined in the Offer to Purchase and Consent Solicitation Statement). With respect to the Certificated Notes, all references to the Offer to Purchase and Consent Solicitation Statement herein shall also include the Letter of Transmittal.
** Denotes a series of Notes for which the calculation of the applicable Total Consideration will be performed using the present value of such Notes as determined at the applicable Price Determination Date due on the Par Call Date (as defined in the Offer to Purchase and Consent Solicitation Statement). See “Summary—Determination of Consideration” in the Offer to Purchase and Consent Solicitation Statement.
† Denotes a series of Subsidiary Notes subject to the Consent Solicitations. See “The Proposed Amendments” in the Offer to Purchase and Consent Solicitation Statement.

Subject to the satisfaction or waiver of the conditions of the Tender Offers and Consent Solicitations, the Acceptance Priority Procedures will operate as follows:

• first, if the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of all Notes validly tendered at or prior to the applicable Early Participation Date by Holders does not exceed the Waterfall Cap, then Verizon will accept all such Notes.  However, if the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of all Notes validly tendered at or prior to the applicable Early Participation Date by Holders exceeds the Waterfall Cap, then Verizon will (i) accept such Notes for purchase for cash, starting at the highest Acceptance Priority Level (level 1) and moving sequentially to each lower Acceptance Priority Level (the lowest of which is level 31), until the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of such Notes equals the Waterfall Cap, (ii) prorate the series of such Notes with the lowest Acceptance Priority Level accepted for purchase for cash and (iii) not accept for purchase for cash (x) any such Notes of a series with an Acceptance Priority Level below that of the prorated series or (y) any Notes validly tendered after the applicable Early Participation Date; and
• second, if the Waterfall Cap is not exceeded at the applicable Early Participation Date, Verizon will repeat the steps described in the prior bullet with respect to Notes validly tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, in order to determine the aggregate principal amount of such Notes that Verizon will accept for purchase.  All Notes, regardless of Acceptance Priority Level, that are validly tendered at or prior to the applicable Early Participation Date will have priority over Notes validly tendered after the applicable Early Participation Date and at or prior to the applicable Expiration Date.

The “Settlement Date,” if any, is the date on which Verizon will settle all Notes validly tendered and accepted for purchase, subject to all conditions having been satisfied or waived by Verizon. The Settlement Date is expected to be the second business day following the applicable Expiration Date, unless extended with respect to any Tender Offer and Consent Solicitation.

The applicable Total Consideration payable by Verizon for each $1,000 principal amount of each series of Notes validly tendered at or prior to the applicable Early Participation Date and accepted by Verizon will be paid in cash on the Settlement Date.

Promptly after 11:00 a.m. (New York City time) on November 30, 2017, unless extended with respect to a Tender Offer and Consent Solicitation (such date and time with respect to a Tender Offer and Consent Solicitation, as the same may be extended with respect to such Tender Offer and Consent Solicitation, the “Price Determination Date”), Verizon will issue a press release specifying, among other things, the Offer Yield (as defined in the Offer to Purchase and Consent Solicitation Statement) and the Total Consideration for each series of Notes.

Verizon has retained Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC to act as lead dealer managers and lead solicitation agents for the Tender Offers and Consent Solicitations and Loop Capital Markets LLC and Samuel A. Ramirez & Company, Inc. to act as co-dealer managers and co-solicitation agents for the Tender Offers and Consent Solicitations.  Questions regarding terms and conditions of the Tender Offers and Consent Solicitations should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect), or J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-4811 (collect).

Global Bondholder Services Corporation will act as the Tender Agent and the Information Agent for the Tender Offers and Consent Solicitations.  Questions or requests for assistance related to the Tender Offers and Consent Solicitations or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll free) or (212) 430-3774 (collect).  You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers and Consent Solicitations.

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If Verizon terminates any Tender Offer and Consent Solicitation with respect to one or more series of Notes, it will give prompt notice to the Tender Agent or Information Agent, as applicable, and all Notes tendered pursuant to such terminated Tender Offer and Consent Solicitation will be returned promptly to the tendering Holders thereof.  With effect from such termination, any Notes blocked in DTC will be released.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that holder to be able to participate in, or withdraw their instruction to participate, in the Tender Offers and Consent Solicitations before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will be earlier than the relevant deadlines specified herein and in the Offer Documents.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Notes. The Tender Offers and Consent Solicitations are being made solely pursuant to the Offer Documents. The Tender Offers and Consent Solicitations 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 Tender Offers and Consent Solicitations to be made by a licensed broker or dealer, the Tender Offers and Consent Solicitations 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.

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 distributed to, and must not be passed on to, 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) any Member State of the European Economic Area 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 circumstances where it does not apply (such persons together being “relevant persons”).

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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. 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.