Verizon announces initial results of participation and increase in exchange offers

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NEW YORK – Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) announced today (i) the first results of the participation, at 5:00 p.m. (Eastern time) on September 16, 2021 (the “Date early participation ‘), its previously announced private offers to exchange the 8 series of outstanding notes listed in the table below and maturing from 2024 to 2026 (collectively, the “Old Notes”), in each case , against newly issued Verizon notes due 2032 (the “New Securities”) (the “Exchange Offers”), under the terms and subject to the conditions set out in a prospectus dated September 2, 2021 (the “Exchange Offers”). “Offer Note”) and (ii) increase in transaction size as below. As part of the staff increase, Verizon has amended the terms of the transactions to increase the maximum aggregate principal amount of the new notes to be issued. Except as described in this press release, the terms and conditions of the transactions remain unchanged. The Offer Notice and the accompanying letter of eligibility for Exchange Offers constitute the “Exchange Offer Documents”.

The withdrawal rights for each exchange offer expired at 5:00 p.m. (Eastern Time) on September 16, 2021. Exchange offers will expire at 5:00 p.m. (Eastern time) on October 1, 2021, unless they are not extended or terminated earlier by Verizon.

Verizon’s obligation to accept the Old Bonds made in each of the Exchange Offers is subject to the terms and conditions described in the Offer Memorandum, including, but not limited to, (i) the Priority Acceptance Procedures (such as described in Verizon’s press release dated September 2, 2021 announcing the exchange offers (the “Launch Press Release”)) and (ii) a cap on the maximum aggregate principal amount of new bonds that Verizon will issue in all exchange offers, which Verizon hereby increases to the amount necessary to enable it to accept all validly tendered Old Bonds on or before the Early Participation Date (as amended , the “Cap des Nouvelles Obligations”). Any such increase in the New Bonds Ceiling will not affect the operation of the applicable Priority Acceptance Procedures.

Since all of the conditions applicable to the Exchange Offers on the Early Participation Date have been considered met or waived by Verizon and the minimum issuance requirement (as defined in the launch press release) for each exchange offers has been fulfilled, Verizon expects to settle all validly tendered Old Bonds on or before the Early Participation Date of September 20, 2021 (the “Early Settlement Date”), subject to the terms of the Offers. Exchange, including the Ceiling of the New Bonds. Since the total principal amount of the New Bonds to be issued in exchange for the Old Bonds validly tendered on or before the Early Participation Date and accepted for exchange should be equal to the Ceiling of the New Bonds, Verizon expects that it will not there will be no Final Settlement Date (as defined in the launch press release) with respect to the exchange offers, and no additional offers of old bonds will be accepted for purchase by Verizon under the offers. exchange after the early participation date.

Exchange offers

Verizon has been advised by Global Bondholder Services Corporation, as Information Agent and Exchange Agent for the Exchange Offers, that on the Early Participation Date, the aggregate principal amounts of the Old Securities specified in the last column of the table below have been validly contributed and not validly withdrawn with regard to each of the Exchange Offers:

Acceptance priority level CUSIP number (s) Security title Principal amount outstanding Amount of paid-up capital on the early participation date
1 92343VBY9 4.150% Notes due 2024 $ 610,372,000 $ 132,776,000
2 92343VGF5 0.750% Notes due 2024 $ 1,750,000,000 $ 750,780,000
3 92343VGD0 Variable rate bonds maturing in 2024 $ 750,000,000 $ 296,791,000
4 92343VCR3 3.500% notes due 2024 $ 1,499,188,000 $ 337,906,000
5 92343VEN0 / 92343VEB6 / U9221AAY4 3.376% notes due 2025 $ 2,491,207,000 $ 1,151,446,000
6 92343VFS8 0.850% bonds maturing in 2025 $ 2,000,000,000 $ 595,970,000
7 92343VGG3 1.450% Notes due 2026 $ 2,750,000,000 $ 833,533,000
8 92343VDD3 2.625% Notes due 2026 $ 2,250,000,000 $ 380,585,000

Shortly after 9:00 a.m. (Eastern Time) today, September 17, 2021, Verizon will issue a press release specifying, among other things, (i) the total exchange price (as defined in the launch press release ) for each series of fixed-rate securities Rate Notes (as defined in the Launch Press Release), (ii) the Coupon for New Notes (as defined in the Launch Press Release), (iii) the total principal amount of the Old Notes validly tendered no later than the applicable Early Participation Date and accepted for exchange in each Exchange Offer, (iv) the pro-rata factor (if any) to be applied and (v) the amount total principal amount of New Bonds to be issued on the Early Settlement Date.

Registration of new tickets

Once issued, the New Bonds will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other law. Accordingly, the New Bonds may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities law. Verizon will enter into a registration rights agreement for the new obligations on the early settlement date.

Only holders who duly complete and return a letter of eligibility certifying that they are either (1) “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, or (2) “non-US persons” (at meaning of Rule 902 under the Securities Act) located outside of the United States and not acting for or for the benefit of a US Person and who are “Non-US Qualified Offerors” (as defined in the letter of eligibility) are authorized to receive the offering memorandum and participate in the exchange offers (each of these holders, an “eligible holder”).

Global Bondholder Services Corporation acts as the information and exchange agent for the exchange offers. Questions or requests for assistance related to the Exchange Offers, including for assistance in completing an Eligibility Letter, or for additional copies of the Exchange Offer documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (free call) or (212) 430-3774 (collection). You can also contact your broker, broker, commercial bank, trust company or other nominee for assistance with exchange offers. The exchange offer eligibility letter is available at the following link http://www.gbsc-usa.com/eligibility/verizon.


This announcement is for informational purposes only. This announcement is not an offer to buy or a solicitation of an offer to buy Old Securities. Exchange offers are made only pursuant to the Offering Memorandum and related documents. Exchange offers are not made to holders of old notes in any jurisdiction in which the making or acceptance of such offers would not comply with securities laws, blue sky or other laws of Canada. this jurisdiction. In any jurisdiction in which securities laws or blue sky laws require that exchange offers be made by a licensed broker or broker, the exchange offers will be deemed to be made on behalf of Verizon by the managers. brokers or one or more brokers registered or resellers licensed under the laws of that jurisdiction.

This communication has not been approved by a person authorized for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Therefore, this communication is not addressed to persons residing in the United Kingdom, except in cases where Article 21 (1) of the FSMA does not apply.

In particular, this communication is addressed and addressed only to: (A) in any Member State of the European Economic Area, qualified investors within the meaning of the Prospectus Regulation, (B) in the United Kingdom, qualified investors in the meaning of UK Prospectus Regulation and (C) (i) persons located outside the UK or (ii) persons in the UK falling within the definition of investment professionals (as defined under section 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or under section 43 of the Financial Promotion Order, or to high net worth companies and ‘other persons to whom financial promotions can be legally communicated, falling under Article 49 (2) (a) to (d) of the Financial Promotion Ordinance (these persons together being “data subjects”). The New Securities are only available for, and any invitation, offer or agreement to subscribe, purchase or acquire these New Securities will only be concluded with the persons concerned. Anyone who is not a Relevant Person should not act or rely on the Offering Memorandum or any of its contents. For the purposes of the above, “Prospectus Regulation” means Regulation (EU) 2017/1129 and “UK Prospectus Regulation” means Regulation (EU) 2017/1129, as it forms part of the domestic law of the United Kingdom. United under the European Union. Union Act 2018 (withdrawal)


Caution Regarding Forward-Looking Statements

In this communication, Verizon made forward-looking statements. These forward-looking statements are not historical facts, but only predictions and can generally be identified by the use of statements that include expressions such as “will”, “may”, “should”, “continue”, “anticipate” , “Believe,” “expect”, “plan”, “appear”, “project”, “estimate”, “intend” or other words or expressions of similar importance. Likewise, statements that describe our objectives, plans or goals are also forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated, including those discussed under the section “Risk Factors” contained in the offering memorandum and under sections similar in other documents which are incorporated by reference in the offering memorandum. Eligible Holders are urged to carefully consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release, and Verizon does not undertake to publicly update these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, forward-looking events may or may not occur. Verizon cannot assure you that any expected results or events will be achieved.


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