VerizonCommunication Verizon releases participation results & pricing terms

 
TIDMVZC 
 
Verizon announces early participation results and the pricing terms of its 
tender offers for all series of any and all notes and the results of its 
consent solicitation 
 
NEW YORK, March 18, 2016 -- Verizon Communications Inc. ("Verizon") (NYSE, 
NASDAQ: VZ; LSE: VZC) today announced the early participation results as of 5: 
00 p.m., New York City time, on March 17, 2016 (the "Any and All Early 
Participation Time") and the pricing of its previously announced concurrent, 
but separate, cash tender offers on behalf of itself and certain of its 
subsidiaries for (i) any and all outstanding Group 1 Any and All Notes and (ii) 
any and all outstanding Group 2 Any and All Notes.  Verizon also announced the 
results as of the Any and All Early Participation Time of its previously 
announced concurrent Consent Solicitation with respect to each series of the 
Group 1 Any and All Notes.  Capitalized terms used but not defined herein have 
the meanings set forth in the offer to purchase dated March 4, 2016 (the "Offer 
to Purchase"). 
 
The complete terms of the Any and All Offers and the Consent Solicitation are 
set forth in the Offer to Purchase and the related letter of transmittal. 
Copies of the Offer to Purchase and the related letter of transmittal are 
available upon request from Global Bondholder Services Corporation at the 
telephone numbers provided below. 
 
Withdrawal rights for the Any and All Offers expired at 5:00 p.m., New York 
City time, on March 17, 2016 and have not been extended.  The Any and All 
Offers will expire at 5:00 p.m., New York City time, on April 1, 2016, unless 
extended (the "Any and All Expiration Time"). 
 
The Reference Yield of each UST Reference Security for each series of Any and 
All Notes was measured as of 11:00 a.m., New York City time, on Friday, March 
18, 2016 (the "Any and All Price Determination Time"), and the Total 
Consideration and Tender Offer Consideration for each series of Any and All 
Notes were calculated in accordance with the Offer to Purchase. 
 
The tables below set forth the aggregate principal amount of Any and All Notes 
validly tendered and not validly withdrawn at or prior to the Any and All Early 
Participation Time and accepted for purchase, the Reference Yield, the Total 
Consideration and the Tender Offer Consideration for each series of Any and All 
Notes. 
 
Group 1 Any and All Offer 
 
Group 1 Any and All  CUSIP     Principal      Aggregate      Bloomberg UST Reference Security   Reference Fixed   Total          Tender Offer   Accrued 
Notes                          Amount         Principal      Reference                          Yield     Spread  Consideration2 Consideration3 and 
                               Outstanding    Amount         Page                                         (Basis                                Unpaid 
                                              Accepted1                                                   Points)                               Interest4 
 
2.50% Notes due 2016 92343VBN3 $2,182,335,000 $1,271,367,000 FIT3      0.875% due Sep. 15, 2016 0.494%    30      $1,007.60      $977.60        $1.32 
 
2.00% Notes due 2016 92343VBD5 $1,250,000,000 $674,395,000   FIT3      0.375% due Oct. 31, 2016 0.542%    20      $1,007.20      $977.20        $8.50 
 
6.35% Notes due 2019 92343VAV6 $1,750,000,000 $969,614,000   FIT5      1.500% due Mar. 31, 2019 1.006%    75      $1,133.32      $1,103.32      $0.53 
 
Group 2 Any and All Offer 
 
Group 2 Any and All Notes  CUSIP     Principal    Aggregate    Bloomberg UST Reference Security Reference Fixed   Total          Tender Offer   Accrued 
                                     Amount       Principal    Reference                        Yield     Spread  Consideration2 Consideration3 and 
                                     Outstanding  Amount       Page                                       (Basis                                Unpaid 
                                                  Accepted1                                               Points)                               Interest4 
 
8.375% Debentures due 2019 252759AL9 $15,000,000  $15,000,000  FIT1      0.750% due Feb. 15,    0.996%    180     $1,182.11      $1,132.11      $4.42 
                                                                         2019 
 
8.625% Debentures due 2031 252759AM7 $15,000,000  $4,609,000   FIT1      1.625% due Feb. 15,    1.873%    330     $1,365.39      $1,315.39      $40.49 
                                                                         2026 
 
8.00% Debentures due 2029  165069AP0 $50,000,000  $21,484,000  FIT1      1.625% due Feb. 15,    1.873%    305     $1,301.32      $1,251.32      $37.56 
                                                                         2026 
 
8.30% Debentures due 2031  165069AQ8 $100,000,000 $75,792,000  FIT1      1.625% due Feb. 15,    1.873%    315     $1,347.26      $1,297.26      $14.53 
                                                                         2026 
 
5.125% Debentures due 2033 92344WAB7 $350,000,000 $169,433,000 FIT1      3.000% due Nov. 15,    2.665%    235     $1,012.50      $962.50        $15.52 
                                                                         2045 
 
7.875% Debentures due 2029 644239AY1 $348,965,000 $175,807,000 FIT1      1.625% due Feb. 15,    1.873%    330     $1,261.63      $1,211.63      $30.41 
                                                                         2026 
 
8.00% Debentures due 2022  645767AY0 $200,000,000 $53,683,000  FIT1      1.125% due Feb. 28,    1.338%    230     $1,238.65      $1,188.65      $27.33 
                                                                         2021 
 
7.85% Debentures due 2029  645767AW4 $148,935,000 $62,380,000  FIT1      1.625% due Feb. 15,    1.873%    285     $1,311.32      $1,261.32      $30.31 
                                                                         2026 
 
6.50% Debentures due 2028  650094CJ2 $100,000,000 $28,288,000  FIT1      1.625% due Feb. 15,    1.873%    295     $1,151.71      $1,101.71      $30.51 
                                                                         2026 
 
7.375% Debentures due 2032 92344XAB5 $500,000,000 $256,329,000 FIT1      3.000% due Nov. 15,    2.665%    280     $1,201.92      $1,151.92      $0.61 
                                                                         2045 
 
6.00% Debentures due 2028  07786DAA4 $125,000,000 $55,934,000  FIT1      1.625% due Feb. 15,    1.873%    295     $1,110.47      $1,060.47      $20.50 
                                                                         2026 
 
8.35% Debentures due 2030  078167AZ6 $174,975,000 $127,203,000 FIT1      1.625% due Feb. 15,    1.873%    330     $1,324.10      $1,274.10      $25.28 
                                                                         2026 
 
8.75% Debentures due 2031  078167BA0 $125,000,000 $71,658,000  FIT1      1.625% due Feb. 15,    1.873%    345     $1,356.47      $1,306.47      $11.91 
                                                                         2026 
 
7.875% Debentures due 2022 165087AN7 $100,000,000 $43,342,000  FIT1      1.125% due Feb. 28,    1.338%    215     $1,227.79      $1,177.79      $17.28 
                                                                         2021 
 
8.375% Debentures due 2029 165087AL1 $100,000,000 $81,369,000  FIT1      1.625% due Feb. 15,    1.873%    320     $1,319.78      $1,269.78      $0.70 
                                                                         2026 
 
 
 
 (1) As of 5:00 p.m. March 17, 2016, as reported by the Depositary. 
 
 (2) Per $1,000 principal amount of Notes, assuming a settlement date of April 4, 
     2016. The Total Consideration includes the Early Tender Premium and excludes 
     accrued and unpaid interest. 
 
 (3) Per $1,000 principal amount of Notes, assuming a settlement date of April 4, 
     2016. The Tender Offer Consideration excludes the Early Tender Premium and 
     accrued and unpaid interest. 
 
 (4) Per $1,000 principal amount of Notes, assuming a settlement date of April 4, 
     2016. 
 
Holders whose Any and All Notes were validly tendered at or prior to the Any 
and All Early Participation Time and accepted for purchase will receive the 
applicable Total Consideration, which includes the Early Tender Premium. 
Holders who validly tender their Any and All Notes after the Any and All Early 
Participation Time but at or prior to the Any and All Expiration Time will 
receive the applicable Tender Offer Consideration, which excludes the Early 
Tender Premium, if such Any and All Notes are accepted for purchase.  In each 
case, holders whose Any and All Notes are accepted for purchase will also 
receive accrued and unpaid interest from and including the last interest 
payment date for such series of Any and All Notes to, but not including, the 
Settlement Date. 
 
Upon the terms and subject to the conditions set forth in the Offer to 
Purchase, payment for Any and All Notes accepted for purchase will be made 
promptly after the Any and All Expiration Time on the Settlement Date, which is 
expected to be on or about April 4, 2016. 
 
Each Any and All Offer and the Consent Solicitation is conditioned upon the 
satisfaction of certain conditions, including the closing of the sale of 
Verizon's local exchange and related business assets in California, Florida and 
Texas and Verizon's receipt of at least $9.5 billion of purchase price cash at 
closing. 
 
Verizon has also received the Requisite Consents with respect to each series of 
the Group 1 Any and All Notes necessary to amend the Verizon Communications 
Indenture to give effect to the Proposed Amendment with respect to such series. 
 
As previously announced in Verizon's press release relating to the Waterfall 
Offer dated as of March 14, 2016, the Price Determination Time for the 
Waterfall Notes has been extended to 11:00 a.m., New York City time, on March 
21, 2016. Verizon intends to issue a press release announcing the early 
participation results of its tender offers for all series of Waterfall Notes 

March 18, 2016 13:32 ET (17:32 GMT)

prior to the Price Determination Time for the Waterfall Notes. 
 
Verizon has retained Goldman, Sachs & Co., RBC Capital Markets, LLC and 
Santander Investment Securities Inc. to act as lead dealer managers (together, 
the "Lead Dealer Managers") for the Offers and as lead solicitation agents for 
the Consent Solicitation (together, the "Lead Solicitation Agents") and 
Mitsubishi UFJ Securities (USA), Inc., CastleOak Securities, L.P., Drexel 
Hamilton, LLC, Samuel A. Ramirez & Company, Inc. and Siebert Brandford Shank & 
Co., L.L.C. to act as co-dealer managers (the "Co-Dealer Managers" and together 
with the Lead Dealer Managers, the "Dealer Managers") and co-solicitation 
agents (the "Co-Solicitation Agents" and together with the Lead Solicitation 
Agents, the "Solicitation Agents") in connection with the Offers and the 
Consent Solicitation.  Global Bondholder Services Corporation is acting as the 
Information Agent and the Depositary for the Offers and the Consent 
Solicitation.  Questions regarding terms and conditions of the Offers or the 
Consent Solicitation should be directed to Goldman, Sachs & Co. at (800) 
828-3182 (toll-free) or [phone] (collect), RBC Capital Markets, LLC at 
[phone] (toll-free) or [phone] (collect) or Santander Investment 
Securities Inc. at 855-404-3636 (toll-free) or 212-940-1442 (collect). 
Requests for documentation or for assistance with the procedures for tendering 
Notes should be directed to Global Bondholder Services Corporation at (866) 
 470-3800 (toll-free) or [phone] (collect). 
 
This announcement is for informational purposes only.  This announcement is not 
an offer to purchase or a solicitation of an offer to purchase or a 
solicitation of consents with respect to any Notes.  The Offers and the Consent 
Solicitation are being made solely pursuant to the Offer to Purchase and 
related documents.  The Offers and the Consent Solicitation 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 and the Consent Solicitation to be made by a 
licensed broker or dealer, the Offers and the Consent Solicitation 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. 
 
Verizon Communications Inc. (NYSE, Nasdaq: VZ) employs a diverse workforce of 
177,700 and generated nearly $132 billion in 2015 revenues. Verizon operates 
America's most reliable wireless network, with more than 112 million retail 
connections nationwide. Headquartered in New York, the company also provides 
communications and entertainment services over America's most advanced 
fiber-optic network, and delivers integrated business solutions to customers 
worldwide. 
 
Cautionary Statement Regarding Forward-Looking Statements 
In this communication we have made forward-looking statements.  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," "believe," "expect," "plan," 
"appear," "project," "estimate," "intend," 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 which could cause actual results to differ 
materially from those currently anticipated.  Factors that could materially 
affect these forward-looking statements can be found in our periodic reports 
filed with the SEC. Eligible holders are urged to consider these factors 
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 we undertake 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.  We cannot assure you that 
projected results or events will be achieved. 
 
VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches and 
biographies, media contacts and other information are available at Verizon's 
online News Center at www.verizon.com/news/. News releases are also available 
through an RSS feed. To subscribe, visit www.verizon.com/about/rss-feeds/. 
 
Media contact: 
Bob Varettoni 
908-559-6388 
[e-mail] 
 
Source Verizon Communications Inc 
 
 
 
 
 
 
 
 
 
END 
 

(END) Dow Jones Newswires

March 18, 2016 13:32 ET (17:32 GMT)