Verizon announces tender offers for five series of debt securities of Verizon

NEW YORK - Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the commencement of five separate offers to purchase the outstanding series of debt securities listed in the table below (collectively, the “Notes”) up to an aggregate principal amount of €1.5 billion. We refer to each offer to purchase a series of debt securities for cash as an “Offer” and collectively as the “Offers.” The Offers are made on the terms and subject to the conditions set forth in the Offer to Purchase dated February 14, 2024 (the “Offer to Purchase”).

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

1. Payable as part of the applicable Total Consideration (as defined below), per each €1,000 principal amount of the specified series of Notes validly tendered at or prior to the applicable Early Participation Date (as defined below) 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 (as defined below), will receive the Tender Consideration for any such series accepted by Verizon, which is equal to the Total Consideration minus the Early Participation Payment.

2. Pricing source “BGN.”

3. The Total Consideration payable per each €1,000 principal amount of each series of Notes validly tendered will be determined in accordance with standard market practice, as described in the Offer to Purchase, to result in a price as of the Early Settlement Date (as defined below) (or, if there is no Early Settlement Date with respect to such series of Notes, the applicable Final Settlement Date (as defined below) that equates to a yield to the maturity date in accordance with the formula set forth in Annex A to the Offer to Purchase, for the applicable series of Notes, on the basis of the applicable Mid-Swap Rate (as defined in the Offer to Purchase) determined at the Price Determination Date, at 2:00 p.m., London time, on the business day following the Early Participation Date, plus the fixed spread applicable to such Notes, as described more fully in the Offer To Purchase. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.

The Offers will each expire at 4:00 p.m. (London time) on March 14, 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, holders of Notes (each, a “Holder” and collectively, “Holders”) must validly tender, and not validly withdraw, their Notes at or prior to 4:00 p.m. (London time) on February 28, 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”). The Total Consideration includes the Early Participation Payment, which is €50 per each €1,000 principal amount of each series of Notes validly tendered and accepted for purchase prior to 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, which is equal to the Total Consideration for such series minus the applicable Early Participation Payment (with respect to such series, the “Tender Consideration”). All Holders whose Notes are accepted in an Offer will receive a cash payment equal to the accrued and unpaid interest on such Notes to, but not including, the relevant Settlement Date (as defined below) (the “Accrued Coupon Payment”) in addition to their Total Consideration (which includes the Early Participation Payment) or Tender Consideration (which does not include the Early Participation Payment), as applicable. 

Notes tendered for purchase may be validly withdrawn at any time at or prior to 4:00 p.m. (London time) on February 28, 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 Notes using a “waterfall” methodology under which Verizon will accept Notes in the order of their respective Acceptance Priority Levels (as defined below), subject to the Maximum Principal Amount (as defined below).

The Offers are subject to the terms and conditions described in the Offer to Purchase, including, among other things, (i) Verizon having priced, at or prior to the Expiration Date, in a capital markets financing transaction an offering of one or more series of senior notes (the “New Notes”) on terms and conditions satisfactory to Verizon in its reasonable judgment (the “New Offering”), including, but not limited to, with respect to each series of Notes, the amount of gross proceeds raised in the New Offering being sufficient to fund the aggregate Total Consideration or Tender Consideration for Notes of such series validly tendered in the applicable Offer (the “Financing Condition”), (ii) the Acceptance Priority Procedures (as described below) and (iii) a maximum principal amount of €1.5 billion to be paid in all of the Offers (the “Maximum Principal Amount”). The Offers are not conditioned on any minimum amount of Notes being tendered, and none of the Offers is conditioned on the consummation of any of the other Offers. 

Subject to the satisfaction or waiver of the conditions of the Offers, the “Acceptance Priority Procedures” will operate as follows: 

• first, if the aggregate principal amount of all Notes validly tendered at or prior to the applicable Early Participation Date by Holders does not exceed the Maximum Principal Amount, then Verizon will accept all such Notes. However, if the aggregate principal amount of all Notes validly tendered at or prior to the applicable Early Participation Date by Holders exceeds the Maximum Principal Amount (subject to any increase in such Maximum Principal Amount at our discretion), then Verizon will (i) accept for purchase all validly tendered Notes of each series starting at the highest Acceptance Priority Level (level 1) and moving sequentially to Notes of each series having a lower Acceptance Priority Level (the lowest of which is level 5) until the aggregate principal amount of all validly tendered Notes of a series, combined with the aggregate principal amount of all accepted Notes of series with higher Acceptance Priority Levels, is as close as possible to, but does not exceed the Maximum Principal Amount, (ii) accept on a prorated basis validly tendered Notes of the series with the next lower Acceptance Priority Level and (iii) not accept for purchase (x) any such Notes of a series with an Acceptance Priority Level below the prorated series or (y) any Notes validly tendered after the applicable Early Participation Date; and

• second, if the Maximum Principal Amount is not exceeded at the applicable Early Participation Date, Verizon will repeat the steps described in the prior bullet using the principal amount 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 any Notes validly tendered after the applicable Early Participation Date.

If the Financing Condition is not satisfied due to a shortfall in gross proceeds from the New Offering, then we will accept for purchase Notes of each series tendered in accordance with the applicable Acceptance Priority Levels after giving effect to proration, such that the amount of gross proceeds from the New Offering is equal to the aggregate Total Consideration or Tender Consideration, as further provided in the Offer to Purchase.

Provided that all conditions to the Offers have been satisfied or timely waived by Verizon, Verizon will settle all Notes validly tendered at or prior to the applicable Early Participation Date and accepted for purchase promptly following the applicable Early Participation Date (the “Early Settlement Date”), which is expected to be the third business day thereafter. The “Final Settlement Date,” if any, is the date on which Verizon will settle all Notes validly tendered and accepted for purchase that were not previously settled on the Early Settlement Date. The Final Settlement Date is expected to be the third business day after the applicable Expiration Date, unless extended with respect to any Offer. Each of the Early Settlement Date and the Final Settlement Date is referred to as a “Settlement Date.” 

Verizon reserves the right, but is under no obligation, to increase the Maximum Principal Amount at any time, subject to compliance with applicable law. There is no assurance that Verizon will increase the Maximum Principal Amount. If Verizon increases the Maximum Principal Amount, it does not expect to extend the Withdrawal Date, subject to applicable law.

The Total Consideration (which includes the Early Participation Payment) or Tender Consideration (which does not include the Early Participation Payment), as applicable, payable by Verizon for each €1,000 principal amount of each series of Notes validly tendered, and not validly withdrawn, and accepted by Verizon will be paid in cash on the relevant Settlement Date.

Promptly after the Price Determination Date, Verizon will issue a press release specifying, among other things, the Total Consideration for each series of Notes, the aggregate principal amount of Notes validly tendered at or prior to the applicable Early Participation Date and accepted in each Offer and the proration factor (if any) to be applied.

Verizon has retained Barclays Bank PLC, BNP Paribas, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc to act as lead dealer managers for the Offers and intends to appoint co-dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Barclays Bank PLC at +44 (0)20 3134-8515, BNP Paribas at +33 1 55 77 78 94, Deutsche Bank AG, London Branch at +44 (0)20 7545-8011 or J.P. Morgan Securities plc at +44 (0)20 7134-2468.

Kroll Issuer Services Limited will act as the Tender Agent and the Information Agent for the Offers. Questions or requests for assistance related to the procedures for tendering Notes or for additional copies of the Offer to Purchase may be directed to Kroll Issuer Services Limited by email at verizon@is.kroll.com or by telephone at +44 20 7704 0880. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. 

If Verizon terminates any Offer 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 Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked through the facilities of Euroclear or Clearstream 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 Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and each clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell any Notes. The Offers are being made solely pursuant to the Offer to Purchase. The Offers 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 Offers to be made by a licensed broker or dealer, the Offers 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 and any other documents or materials relating to the Offers have 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 announcement 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. Accordingly, this communication is only addressed to and directed at (i) persons who are outside the United Kingdom, or (ii) persons 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 (iii) within Article 43 of the Financial Promotion Order, or (iv) high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order (such persons together being “relevant persons”). Any person who is not a relevant person should not act or rely on any document relating to the Offers or any of their contents. 

This communication and any other documents or materials relating to the Offer are only addressed to and directed at persons in member states of the European Economic Area (the “EEA”), who are “Qualified Investors” within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129. The Offer is only available to Qualified Investors. None of the information in the Offer to Purchase and any other documents and materials relating to the Offer should be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors. 

Each Holder participating in the Offers will give certain representations in respect of the jurisdictions referred to above and generally as set out herein. Any tender of Notes for purchase pursuant to the Offers from a Holder that is unable to make these representations will not be accepted. Each of Verizon, the Dealer Managers, the Tender Agent and the Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Verizon determines (for any reason) that such representation is not correct, such tender shall not be accepted. 

Cautionary statement regarding forward-looking statements

In this communication Verizon has made forward-looking statements, including regarding the conduct and completion of the Offers. 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,” “assume,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” “target,” “forecast,” 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 that could cause actual results to differ materially from those currently anticipated, including those discussed in the Offer to Purchase under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference in the Offer to Purchase. Holders are urged to consider these risks and uncertainties 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 Verizon undertakes 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. Verizon cannot assure you that projected results or events will be achieved.