VerizonCommunication Verizon: tender offers for 34 tranches of notes

 
TIDMVZC 
 
Verizon announces tender offers for 34 tranches of notes issued by Verizon and 
its subsidiaries 
 
NEW YORK, March 4, 2016 -- Verizon Communications Inc. ("Verizon") (NYSE, 
NASDAQ: VZ; LSE: VZC) today announced the commencement of three concurrent, but 
separate, tender offers on behalf of itself and certain of its subsidiaries, to 
purchase for cash (1) any and all of the Group 1 Any and All Notes listed below 
(the "Group 1 Any and All Offer"), (2) any and all of the Group 2 Any and All 
Notes listed below (the "Group 2 Any and All Offer") and (3) up to $4.0 billion 
aggregate purchase price, excluding accrued and unpaid interest and any fees or 
commissions (the "Waterfall Cap"), of the Waterfall Notes listed below (the 
"Waterfall Offer," and together with the Group 1 Any and All Offer and the 
Group 2 Any and All Offer, the "Offers").  Verizon concurrently is soliciting 
consents (the "Consent Solicitation") from holders of each series of the Group 
1 Any and All Notes to adopt an amendment to the indenture governing the Group 
1 Any and All Notes. 
 
Group 1 Any and              Group 1 Any and All   CUSIP      Principal       Bloomberg  UST Reference Security    Fixed Spread    Early     Hypothetical 
All Offer                    Notes                            Amount          Reference                            (Basis Points)  Tender    Total 
                                                              Outstanding     Page                                                 Premium1  Consideration2 
Issuer 
 
Verizon Communications Inc.  2.50% Notes due 2016  92343VBN3  $2,182,335,000  FIT3       0.875% due Sep. 15, 2016  30              $30       $ 1,007.41 
 
Verizon Communications Inc.  2.00% Notes due 2016  92343VBD5  $1,250,000,000  FIT3       0.375% due Oct. 31, 2016  20              $30       $ 1,006.89 
 
Verizon Communications Inc.  6.35% Notes due 2019  92343VAV6  $1,750,000,000  FIT5       1.500% due Mar. 31, 2019  75              $30       $ 1,132.29 
 
 
 
Group 2 Any and All       Group 2 Any and All Notes    CUSIP      Principal     Bloomberg  UST Reference Security    Fixed    Early     Hypothetical 
Offer                                                             Amount        Reference                            Spread   Tender    Total 
                                                                  Outstanding   Page                                 (Basis   Premium1  Consideration2 
Subsidiary Issuer                                                                                                    Points) 
 
Verizon Delaware LLC      8.375% Debentures due 2019   252759AL9  $15,000,000   FIT1       0.750% due Feb. 15, 2019  180      $50       $ 1,181.74 
 
Verizon Delaware LLC      8.625% Debentures due 2031   252759AM7  $15,000,000   FIT1       1.625% due Feb. 15, 2026  330      $50       $ 1,368.27 
 
Verizon Maryland LLC      8.00% Debentures due 2029*   165069AP0  $50,000,000   FIT1       1.625% due Feb. 15, 2026  305      $50       $ 1,303.88 
 
Verizon Maryland LLC      8.30% Debentures due 2031*   165069AQ8  $100,000,000  FIT1       1.625% due Feb. 15, 2026  315      $50       $ 1,350.11 
 
Verizon Maryland LLC      5.125% Debentures due 2033   92344WAB7  $350,000,000  FIT1       3.000% due Nov. 15, 2045  235      $50       $ 1,010.77 
 
Verizon New England Inc.  7.875% Debentures due 2029*  644239AY1  $348,965,000  FIT1       1.625% due Feb. 15, 2026  330      $50       $ 1,264.12 
 
Verizon New Jersey Inc.   8.00% Debentures due 2022    645767AY0  $200,000,000  FIT1       1.125% due Feb. 28, 2021  230      $50       $ 1,237.78 
 
Verizon New Jersey Inc.   7.85% Debentures due 2029*   645767AW4  $148,935,000  FIT1       1.625% due Feb. 15, 2026  285      $50       $ 1,313.94 
 
Verizon New York Inc.     6.50% Debentures due 2028    650094CJ2  $100,000,000  FIT1       1.625% due Feb. 15, 2026  295      $50       $ 1,153.88 
 
Verizon New York Inc.     7.375% Debentures due 2032   92344XAB5  $500,000,000  FIT1       3.000% due Nov. 15, 2045  280      $50       $ 1,200.13 
 
Verizon Pennsylvania LLC  6.00% Debentures due 2028    07786DAA4  $125,000,000  FIT1       1.625% due Feb. 15, 2026  295      $50       $ 1,112.68 
 
Verizon Pennsylvania LLC  8.35% Debentures due 2030    078167AZ6  $174,975,000  FIT1       1.625% due Feb. 15, 2026  330      $50       $ 1,326.81 
 
Verizon Pennsylvania LLC  8.75% Debentures due 2031    078167BA0  $125,000,000  FIT1       1.625% due Feb. 15, 2026  345      $50       $ 1,359.29 
 
Verizon Virginia LLC      7.875% Debentures due 2022   165087AN7  $100,000,000  FIT1       1.125% due Feb. 28, 2021  215      $50       $ 1,226.97 
 
Verizon Virginia LLC      8.375% Debentures due 2029   165087AL1  $100,000,000  FIT1       1.625% due Feb. 15, 2026  320      $50       $ 1,322.34 
 
 
 
Waterfall Offer 
 
                                              Waterfall Notes             CUSIP(s)/     Principal       Bloomberg  UST Reference Security    Fixed    Early     Hypothetical 
                 Issuer                                                   ISIN          Amount          Reference                            Spread   Tender    Total 
                                                                                        Outstanding     Page                                 (Basis   Premium1  Consideration2 
Acceptance                                                                                                                                   Points) 
Priority 
Levels 
 
1                Verizon Communications Inc.  8.95% Notes due 2039        92343VAR5     $353,376,000    FIT1       3.000% due Nov. 15, 2045  255      $50       $ 1,493.22 
 
2                Alltel Corporation           7.875% Debentures due 2032  020039DC4     $451,801,000    FIT1       3.000% due Nov. 15, 2045  235      $50       $ 1,313.08 
 
3                Verizon Communications Inc.  7.75% Notes due 2032        92344GAS5     $250,785,000    FIT1       3.000% due Nov. 15, 2045  230      $50       $ 1,305.37 
 
4                Verizon Communications Inc.  7.35% Notes due 2039        92343VAU8     $480,330,000    FIT1       3.000% due Nov. 15, 2045  255      $50       $ 1,281.66 
 
5                GTE Corporation              6.94% Debentures due 2028   362320BA0     $800,000,000    FIT1       1.625% due Feb. 15, 2026  240      $50       $ 1,251.19 
 
6                GTE Corporation              8.75% Debentures due 2021*  362320AT0     $300,000,000    FIT1       1.125% due Feb. 28, 2021  150      $50       $ 1,301.98 
 
7                Verizon Communications Inc.  7.75% Notes due 2030        92344GAM8/    $1,206,196,000  FIT1       1.625% due Feb. 15, 2026  245      $50       $ 1,372.06 
                                                                          92344GAC0/ 
                                                                          USU92207AC07 
 
8                Verizon Communications Inc.  6.55% Notes due 2043        92343VBT0     $6,585,304,000  FIT1       3.000% due Nov. 15, 2045  220      $50       $ 1,251.06 
 
9                Verizon Communications Inc.  6.40% Notes due 2033        92343VBS2     $2,195,974,000  FIT1       3.000% due Nov. 15, 2045  210      $50       $ 1,190.23 
 
10               Alltel Corporation           6.80% Debentures due 2029   020039AJ2     $234,621,000    FIT1       1.625% due Feb. 15, 2026  245      $50       $ 1,247.89 
 
11               Verizon Communications Inc.  6.90% Notes due 2038        92343VAP9     $476,578,000    FIT1       3.000% due Nov. 15, 2045  250      $50       $ 1,224.40 
 
12               Verizon Communications Inc.  6.250% Notes due 2037       92343VAF1     $750,000,000    FIT1       3.000% due Nov. 15, 2045  240      $50       $ 1,149.96 
 
13               Verizon Communications Inc.  6.40% Notes due 2038        92343VAK0     $866,375,000    FIT1       3.000% due Nov. 15, 2045  250      $50       $ 1,158.45 
 
14               Verizon Communications Inc.  5.85% Notes due 2035        92344GAX4     $1,500,000,000  FIT1       3.000% due Nov. 15, 2045  220      $50       $ 1,120.91 
 
15               Verizon Communications Inc.  6.00% Notes due 2041        92343VAW4     $1,000,000,000  FIT1       3.000% due Nov. 15, 2045  235      $50       $ 1,137.12 
 
16               Verizon Communications Inc.  5.15% Notes due 2023        92343VBR4     $8,516,519,000  FIT1       1.625% due Feb. 15, 2026  110      $50       $ 1,146.04 
 
           (1) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn 
               at or prior to the Early Participation Time. 
 
           (2) Per $1,000 principal amount of Notes, assuming that the Reference Yield (as 
               defined in the Offer to Purchase) had been measured at 11:00 a.m., New York 
               City time, on March 3, 2016 and assuming a hypothetical settlement date of 
               April 4, 2016.  The hypothetical Total Consideration includes the Early Tender 
               Premium and excludes accrued and unpaid interest. 
 
           *   Denotes a series of Notes, a portion of which is held in physical certificated 
               form (such portion, the "Certificated Notes") and is not held through The 
               Depository Trust Company ("DTC").  Such Certificated Notes may only be tendered 
               in accordance with the terms and conditions of the Letter of Transmittal (as 
               defined in the Offer to Purchase).  With respect to the Certificated Notes, all 
               references to the Offer to Purchase herein shall also include the Letter of 
               Transmittal. 
 
Pursuant to the Consent Solicitation, Verizon is soliciting consents from 
holders of each series of the Group 1 Any and All Notes to amend the indenture 
governing the Group 1 Any and All Notes (the "Verizon Communications 
Indenture") in order to shorten the minimum period for giving notice to holders 
of such series of Group 1 Any and All Notes of a redemption from 30 days to 
three business days prior to a redemption date (the "Proposed Amendment"). 
 

March 04, 2016 13:09 ET (18:09 GMT)

such same waiver, extension, termination, or other amendment to such other 
Offer or the Consent Solicitation with respect to such other series of Notes. 
If Verizon makes a material change in the terms of an Offer or the Consent 
Solicitation with respect to one or more series of Notes, Verizon will 
disseminate additional materials or, if appropriate, issue a press release 
setting forth such changes, and will extend the affected Offers or the Consent 
Solicitation with respect to such affected Notes to the extent required by law. 
 
If Verizon terminates any Offer with respect to one or more series of Notes, it 
will give prompt notice to the Depositary, 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 in DTC will be 
released or returned in the case of any tendered Certificated 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 will act 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 
 
 
 
 
 
 
 
END 
 

(END) Dow Jones Newswires

March 04, 2016 13:09 ET (18:09 GMT)