OREANDA-NEWS. June 18, 2014. Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ; LSE: VZC) today announced the early tender results of its previously announced private offer to exchange (the “Exchange Offer”) up to all of Cellco Partnership’s and Verizon Wireless Capital LLC’s ?600,000,000 outstanding aggregate principal amount of 8.875% Notes due December 18, 2018 (the “Existing Notes”) for Verizon’s new sterling-denominated 4.073% notes due 2024 (the “New Notes”) and an amount of cash.

Based on information provided by Lucid Issuer Services Limited, the exchange agent and information agent for the Exchange Offer, the aggregate principal amount of Existing Notes validly tendered for exchange and not validly withdrawn at or prior to the early participation date for the Exchange Offer (11:59 p.m. (New York time) on June 11, 2014) was ?540,551,000.00, which will satisfy the minimum issue condition of the Exchange Offer.  The accounting treatment condition of the Exchange Offer also has been satisfied.  All of such tendered Existing Notes have been accepted for exchange.

The early settlement date is expected to be June 18, 2014, and will apply to all Existing Notes validly tendered, and not validly withdrawn, as of the early participation date, and accepted for exchange pursuant to the terms and conditions of the Exchange Offer.  Verizon expects that it will issue ?678,369,000.00 aggregate principal amount of New Notes, and will make a cash payment in the aggregate amount of ?21,747,249.69, in satisfaction of the total exchange price on such tendered Existing Notes (not including accrued and unpaid interest on the Existing Notes, which will be payable by Verizon in addition to the total exchange price).

In accordance with the terms of the Exchange Offer, tendered Existing Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. The Exchange Offer will expire at the expiration date (11:59 p.m. (New York time) on June 25, 2014), unless extended by Verizon. The final settlement date is expected to be June 27, 2014, and will apply to all Existing Notes validly tendered after the early participation date, but at or prior to the expiration date, and accepted for exchange pursuant to the terms and conditions of the Exchange Offer.

The complete terms of the Exchange Offer are described in the confidential exchange offer memorandum, dated May 29, 2014 (the “Exchange Offer Memorandum”). Verizon reserves the right, subject to applicable law, to extend, terminate or otherwise amend the terms of the Exchange Offer.

The Exchange Offer is being conducted by Verizon upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum. The Exchange Offer is being extended only (1) to holders of Existing Notes that are “Qualified Institutional Buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), in a private transaction in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Existing Notes other than “U.S. persons” (as defined in Rule 902 under Regulation S of the U.S. Securities Act) and who are not acquiring New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and who are “Non-U.S. qualified offerees” (as defined in the Exchange Offer Memorandum) (each of the foregoing, an “Eligible Holder”).