Verizon announces tender offers for six series of debt securities
NEW YORK, Nov. 07, 2024 (GLOBE NEWSWIRE) -- Verizon Communications Inc. ("Verizon") ((NYSE, NASDAQ:VZ) today announced the commencement of six separate offers to purchase for cash up to $3.5 billion aggregate purchase price of the outstanding series of debt securities (each a "Security" and collectively, the "Securities") listed in the table below, labeled "Offers". Verizon refers to each offer to purchase a Security for cash as an "Offer" and all the offers to purchase the Securities, collectively as the "Offers." The Offers are made on the terms and subject to the conditions set forth in the Offer to Purchase dated November 7, 2024 (the "Offer to Purchase"). Verizon has achieved significant debt reduction through proactive liability management since Verizon's C-Band purchase in 2021 and remains committed to reducing leverage over time.
The Offers will each expire at 5:00 p.m. (Eastern time) on December 9, 2024, unless extended or earlier terminated by Verizon (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, 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 Securities (each, a "Holder" and collectively, "Holders") must validly tender, and not validly withdraw, their Securities at or prior to 5:00 p.m. (Eastern time) on November 21, 2024, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Early Participation Date").
Holders who validly tender their Securities after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will be eligible to receive the tender consideration, which is equal to the Total Consideration for such series minus the applicable Early Participation Payment (as defined below) (with respect to such series, the "Tender Consideration"). All Holders whose Securities are accepted in an Offer will receive a cash payment equal to the accrued and unpaid interest on such Securities to, but not including, the relevant Settlement Date (as defined below) (the "Accrued Coupon Payment") in addition to their Total Consideration or Tender Consideration, as applicable.
Securities tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on November 21, 2024 (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Withdrawal Date"), but not thereafter, unless extended by Verizon.
Verizon is offering to accept for purchase validly tendered Securities using a "waterfall" methodology under which Verizon will accept the Securities in the order of their respective Acceptance Priority Levels (as defined below), subject to the Waterfall Cap (as defined below).
The Offers are subject to the terms and conditions described in the Offer to Purchase, including, among other things, (i) the Acceptance Priority Procedures (as described below) and (ii) a $3.5 billion cap on the total cash Verizon pays to purchase the Securities validly tendered, excluding the applicable Accrued Coupon Payments (the "Waterfall Cap"). The Offers are not conditioned on any minimum amount of Securities being tendered, and none of the Offers is conditioned on the consummation of any of the other Offers.
On the terms and subject to the conditions set forth in the Offer to Purchase, Verizon is offering to purchase the following outstanding Securities for the consideration described below:
Acceptance Priority Level
CUSIP Number(s)
Title of Security
Principal Amount Outstanding
Early Participation Payment(1)
Floating Rate Note Total Consideration(2)
Reference U.S. Treasury Security
Bloomberg Reference Page
Fixed Spread (Basis Points)(3)
1
92343VEN0 / 92343VEB6 / U9221AAY4
3.376% notes due 2025
$1,287,477,000
$50
N/A
2.000% due Feb. 15, 2025
FIT3
-10
2
92343VEP5
Floating Rate notes due 2025
$873,918,000
$50
$1,010.00
N/A
N/A
N/A
3
92343VFS8
0.850% notes due 2025
$1,232,569,000
$50
N/A
4.500% due Nov. 15, 2025
FIT4
-10
