Verizon announces expiration and expiration date results of its private exchange offers for 18 series of notes
Exchange Offers
The first transaction consists of 18 separate private offers to exchange (the "Exchange Offers") any and all of the outstanding series of notes listed below under the heading Exchange Offers (collectively, the "Old Notes") in exchange for a combination of newly issued debt securities of Verizon (the "New Notes") and, for certain specified series, cash, on the terms and subject to the conditions set forth in the Offering Memorandum dated January 25, 2017 (the "Offering Memorandum" and, together with the accompanying exchange offer notice of guaranteed delivery, the "Exchange Offer Documents").
The Exchange Offers expired at 5:00 p.m. (Eastern time) on January 31, 2017 (the "Exchange Offer Expiration Date"). The "Exchange Offer Settlement Date" with respect to the Exchange Offers will be promptly following the Exchange Offer Expiration Date and is expected to be February 3, 2017. In addition to the applicable Total Exchange Price (as defined in the Offering Memorandum), Exchange Offer Eligible Holders (as defined below) whose Old Notes are accepted for exchange will be paid accrued and unpaid interest on such Old Notes to, but not including, the Exchange Offer Settlement Date. Interest will cease to accrue on the Exchange Offer Settlement Date for all Old Notes accepted, including those tendered through the guaranteed delivery procedures.
On the terms and subject to the conditions set forth in the Offering Memorandum, the tables below provide the aggregate principal amount of each series of Old Notes validly tendered and not validly withdrawn at or prior to the Exchange Offer Expiration Date and the aggregate principal amount of each series of Old Notes that Verizon expects to accept in connection with Verizon’s offers to:
(i) exchange (the "2022 Exchange Offers") any and all of its outstanding notes listed below for New Notes due 2022 of Verizon (the "New Notes due 2022") and, if applicable, cash:
CUSIP
|
Title of Security |
Principal
|
Principal Amount Tendered by the Expiration Date and Expected to be Accepted (1) |
|
|
92343VAL8 |
5.500% notes due 2018 |
$737,058,000 |
$82,642,000 |
|
|
92343VAM6 |
6.100% notes due 2018 |
$752,516,000 |
$76,930,000 |
|
|
92343VBP8 |
3.650% notes due 2018 |
$2,698,070,000 |
$507,629,000 |
|
|
92343VCB8 |
2.550% notes due 2019 |
$500,000,000 |
$156,284,000 |
|
|
92343VDF8 |
1.375% notes due 2019 |
$1,000,000,000 |
$374,660,000 |
|
|
92343VCH5 |
2.625% notes due 2020 |
$3,304,145,000 |
$1,906,273,000 |
(ii) exchange (the “2039 Exchange Offers”) any and all of its outstanding notes listed below for New Notes due 2039 of Verizon (the “New Notes due 2039”) and, if applicable, cash:
CUSIP
|
Title of Security |
Principal
|
Principal Amount Tendered by the Expiration Date and Expected to be Accepted (1) |
|
|
92343VBR4 |
5.150% notes due 2023 |
$8,516,519,000 |
$708,185,000 |
|
|
92344GAM8/92344GAC0 |
7.750% notes due 2030 |
$930,260,000 |
$184,199,000 |
|
|
92344GAS5 |
7.750% notes due 2032 |
$217,822,000 |
$2,204,000 |
|
|
92343VBS2 |
6.400% notes due 2033 |
$1,729,489,000 |
$639,549,000 |
(iii) exchange (the “2049 Exchange Offers”) any and all of its outstanding notes listed below for New Notes due 2049 of Verizon (the “New Notes due 2049”) and, if applicable, cash:
CUSIP
|
Title of Security |
Principal
|
Principal Amount Tendered by the Expiration Date and Expected to be Accepted (1) |
|
|
|
||||
|
92344GAX4 |
5.850% notes due 2035 |
$1,250,414,000 |
$445,777,000 |
|
|
92343VAF1 |
6.250% notes due 2037 |
$636,164,000 |
$188,682,000 |
|
|
92343VAK0 |
6.400% notes due 2038 |
$750,121,000 |
$228,276,000 |
|
|
92343VAP9 |
6.900% notes due 2038 |
$384,147,000 |
$110,676,000 |
|
|
92343VAR5 |
8.950% notes due 2039 |
$290,083,000 |
$47,654,000 |
|
|
92343VAU8 |
7.350% notes due 2039 |
$412,283,000 |
$224,568,000 |
|
|
92343VAW4 |
6.000% notes due 2041 |
$1,000,000,000 |
$479,964,000 |
|
|
92343VBT0 |
6.550% notes due 2043 |
$4,245,055,000 |
$1,932,813,000 |
_______________________
- The principal amounts tendered and expected to be accepted as reflected in the tables above, do not include the aggregate principal amounts of Old Notes that may be validly tendered pursuant to guaranteed delivery procedures and not validly withdrawn prior to the guaranteed delivery date and accepted for exchange.
On the terms and subject to the conditions set forth in the Offering Memorandum, Verizon expects that it will issue approximately $3.2 billion aggregate principal amount of New Notes due 2022, approximately $1.7 billion aggregate principal amount of New Notes due 2039 and approximately $4.1 billion aggregate principal amount of New Notes due 2049, as part of the Total Exchange Prices (as defined in the Offering Memorandum) for the Old Notes expected to be accepted in the Exchange Offers. Accordingly, the Minimum Issue Requirement (as defined in the Offering Memorandum) has been satisfied. Verizon will not receive any cash proceeds from the Exchange Offers. The actual aggregate principal amounts of New Notes that will be issued on the Exchange Offer Settlement Date are subject to change based on deliveries under the guaranteed delivery procedures and final validation of tenders.
Verizon today announced that the Cash Offer Completion Condition (as defined in the Offering Memorandum), as well as certain customary conditions to the Exchange Offers, including the absence of certain adverse legal and market developments, have been satisfied.
If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes 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 laws. Verizon will enter into a registration rights agreement with respect to the New Notes.
Only holders who had duly completed and returned an Eligibility Letter certifying that they were either (1) “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) (“QIBs”) or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States were authorized to receive the Offering Memorandum and to participate in the Exchange Offers (“Exchange Offer Eligible Holder”).
Global Bondholder Services Corporation is acting as the Information Agent and the Exchange Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Exchange 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 Exchange Offers.
Cash Offers
The second transaction consists of 18 separate offers to purchase for cash (the “Cash Offers”) any and all of each series of Old Notes, on the terms and subject to the conditions set forth in the Offer to Purchase dated January 25, 2017 (the “Offer to Purchase” and, together with the accompanying cash offer notice of guaranteed delivery, the “Cash Offer Documents”, collectively with the Exchange Offer Documents, the “Offer Documents”). The Cash Offers expired at 5:00 p.m. (Eastern time) on January 31, 2017 (the “Cash Offer Expiration Date”). The “Cash Offer Settlement Date” with respect to the Cash Offers will be promptly following the Cash Offer Expiration Date and is expected to be February 3, 2017.
In addition to the applicable Total Consideration (as defined in the Offer to Purchase), Cash Offer Eligible Holders (as defined below) whose Old Notes are accepted for purchase will be paid accrued and unpaid interest on such Old Notes to, but not including, the Cash Offer Settlement Date. Interest will cease to accrue on the Cash Offer Settlement Date for all Old Notes accepted, including those tendered through the guaranteed delivery procedures.
Verizon today announced that the Exchange Offer Completion Condition (as defined in the Offer to Purchase), the Maximum Total Consideration Condition (as defined in the Offer to Purchase) as well as certain customary conditions to the Cash Offers, including the absence of certain adverse legal and market developments, have been satisfied.
Only holders who were not QIBs or non-“U.S. persons” located outside of the United States (“Cash Offer Eligible Holders”) were eligible to participate in the Cash Offers. Holders of Old Notes participating in the Cash Offers were required to certify that they are Cash Offer Eligible Holders.
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