Verizon announces amendment to its previously announced private exchange offers for 10 series of notes
Verizon Communications Inc. (NYSE, NASDAQ: VZ) has announced an amendment to its previously announced private exchange offers for 10 series of notes. The key change is an increase in the spread used to determine the interest rate for the new notes, from 100 basis points to 107 basis points over the yield of the 4.375% U.S. Treasury Security due May 15, 2034. All other terms and conditions, including the Early Participation Payment and Early Participation Date (August 2, 2024, at 5:00 p.m. New York City time), remain unchanged. The exchange offers are being made solely through the Offering Memorandum and related documents, subject to applicable securities laws and regulations.
Verizon Communications Inc. (NYSE, NASDAQ: VZ) ha annunciato una modifica alle sue precedenti offerte di scambio private per dieci serie di obbligazioni. La modifica principale è un aumento dello spread utilizzato per determinare il tasso d'interesse per i nuovi titoli, passando da 100 punti base a 107 punti base rispetto al rendimento del titolo del Tesoro statunitense al 4,375% in scadenza il 15 maggio 2034. Tutti gli altri termini e condizioni, inclusi il Pagamento per Partecipazione Anticipata e la Data di Partecipazione Anticipata (2 agosto 2024, alle 17:00 ora di New York), rimangono invariati. Le offerte di scambio vengono effettuate esclusivamente attraverso il Memorandum di Offerta e i documenti correlati, soggetti alle leggi e ai regolamenti sui valori mobiliari applicabili.
Verizon Communications Inc. (NYSE, NASDAQ: VZ) ha anunciado una modificación a sus ofertas de intercambio privado previamente anunciadas para diez series de notas. El cambio clave es un aumento en el margen utilizado para determinar la tasa de interés para las nuevas notas, que pasa de 100 puntos básicos a 107 puntos básicos sobre el rendimiento del título del Tesoro de EE. UU. al 4,375% con vencimiento el 15 de mayo de 2034. Todos los demás términos y condiciones, incluyendo el Pago por Participación Anticipada y la Fecha de Participación Anticipada (2 de agosto de 2024, a las 5:00 p.m., hora de Nueva York), permanecen sin cambios. Las ofertas de intercambio se realizan únicamente a través del Memorando de Oferta y los documentos relacionados, sujetos a las leyes y regulaciones de valores aplicables.
버라이즌 커뮤니케이션즈 Inc. (NYSE, NASDAQ: VZ)는 10개 시리즈의 채권에 대한 사적으로 발표된 교환 제안의 수정 사항을 발표했습니다. 주요 변경 사항은 새로운 채권의 이자율을 결정하는 데 사용되는 스프레드 증가로, 100베이시스 포인트에서 107베이시스 포인트로 조정되었으며, 이는 2034년 5월 15일 만기인 4.375% 미국 재무부 채권의 수익률에 해당합니다. 조기 참여 지급 및 조기 참여 날짜(2024년 8월 2일 오후 5시, 뉴욕 시간)를 포함한 모든 다른 조건은 변경되지 않습니다. 교환 제안은 관련 서류와 함께 제안 메모랜덤을 통해서만 이루어지며, 해당 증권법 및 규정의 적용을 받습니다.
Verizon Communications Inc. (NYSE, NASDAQ: VZ) a annoncé un amendement à ses offres de rachat privées précédemment annoncées pour 10 séries d'obligations. Le changement clé est une augmentation de l'écart utilisé pour déterminer le taux d'intérêt des nouvelles obligations, passant de 100 points de base à 107 points de base au-dessus du rendement du titre du Trésor américain à 4,375 % échéant le 15 mai 2034. Tous les autres termes et conditions, y compris le paiement anticipé et la date de participation anticipée (2 août 2024 à 17h00, heure de New York), restent inchangés. Les offres de rachat sont effectuées exclusivement par l'intermédiaire du mémorandum d'offre et des documents connexes, sous réserve des lois et règlements sur les valeurs mobilières applicables.
Verizon Communications Inc. (NYSE, NASDAQ: VZ) hat eine Änderung seiner zuvor angekündigten privaten Umtauschangebote für 10 Serien von Schuldverschreibungen bekanntgegeben. Die wesentliche Änderung besteht in einer Erhöhung des Margen, der zur Bestimmung des Zinssatzes für die neuen Schuldverschreibungen verwendet wird, von 100 Basispunkten auf 107 Basispunkte über die Rendite der 4,375% US-Staatsanleihe mit Fälligkeit am 15. Mai 2034. Alle anderen Bedingungen, einschließlich der Vorabteilungszahlung und des Vorabteilungsdatums (2. August 2024, um 17:00 Uhr New Yorker Zeit), bleiben unverändert. Die Umtauschangebote erfolgen ausschließlich über das Angebotsschreiben und die zugehörigen Dokumente, unterliegen den geltenden Wertpapiergesetzen und -vorschriften.
- Increased spread for new notes from 100 to 107 basis points, potentially attracting more investors
- Maintained Early Participation Payment, preserving incentives for early participation
- Higher interest rates on new notes may increase Verizon's debt servicing costs
Verizon's amendment to its private exchange offers for 10 series of notes is a strategic financial move that warrants attention. The key change is the increase in the spread used to determine the interest rate for the New Notes, from 100 to 107 basis points over the yield of the Reference Security.
This adjustment suggests that Verizon is fine-tuning its debt management strategy in response to market conditions. By offering a slightly higher spread, the company aims to make the exchange more attractive to noteholders, potentially increasing participation rates. This could help Verizon optimize its debt structure and potentially extend maturities, which is important for long-term financial stability.
However, the increased spread also means higher interest costs for Verizon. Investors should consider the trade-off between improved debt management and the impact on future interest expenses. The company's willingness to offer more favorable terms might indicate a strong desire to complete this exchange, possibly to address upcoming maturities or to take advantage of current market conditions.
It's worth noting that other key terms, including the Early Participation Payment and deadline, remain unchanged. This suggests that Verizon is balancing the incentive to participate with its own financial considerations.
Overall, this amendment reflects Verizon's proactive approach to debt management, but investors should carefully evaluate the long-term implications on the company's financial health and profitability.
The amendment to Verizon's exchange offers brings several legal considerations to the forefront. First and foremost, the company has meticulously outlined the jurisdictional limitations of this offer, emphasizing compliance with securities and blue sky laws. This careful approach demonstrates Verizon's commitment to regulatory adherence and mitigates potential legal risks associated with cross-border securities transactions.
Of particular interest is the detailed disclosure regarding the UK's Financial Services and Markets Act 2000. By explicitly stating the categories of 'relevant persons' who may participate, Verizon is navigating the complex landscape of international securities regulations. Similarly, the specific mention of 'Qualified Investors' under EU regulations shows a thorough understanding of and compliance with European securities laws.
The company's transparency in communicating these legal parameters not only protects Verizon but also serves to inform and safeguard potential participants. This level of disclosure is important in preventing unintended violations and potential legal challenges.
From a contractual perspective, the amendment itself, while seemingly minor, has significant implications. By changing the spread, Verizon is effectively altering the terms of the original offer. This necessitates clear communication to all potential participants and may require additional documentation to ensure the amended terms are legally binding and enforceable.
Overall, Verizon's approach reflects a robust legal strategy designed to facilitate a complex financial transaction while minimizing legal exposure across multiple jurisdictions.
NEW YORK, July 30, 2024 (GLOBE NEWSWIRE) -- Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced that it has amended the terms of its previously announced offers to exchange 10 outstanding series of notes (the “Old Notes”) described in the Offering Memorandum dated July 22, 2024 (the “Offering Memorandum” and, together with the accompanying eligibility letter, the “Exchange Offer Documents”) for newly issued notes of Verizon (the “New Notes”) (the “Exchange Offers”) to increase the spread used to determine the interest rate per annum that the New Notes will bear from 100 basis points over the yield of the
Except as set forth herein, all other terms and conditions of the Exchange Offers described in the Exchange Offer Documents remain unchanged, including the Early Participation Payment (as defined in Verizon’s press release announcing the Exchange Offers, dated July 22, 2024 (the “Launch Press Release”)) and the Early Participation Date (as defined in the Launch Press Release), which remains 5:00 p.m. (New York City time) on August 2, 2024.
Eligible holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary would need to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified in the Exchange Offer Documents. The deadlines set by any such intermediary and each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified in the Exchange Offer Documents.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Old Notes. The Exchange Offers are being made solely pursuant to the Offering Memorandum and related documents. The Exchange Offers are not being made to holders of Old 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 Exchange Offers to be made by a licensed broker or dealer, the Exchange 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 Exchange 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 persons who are outside the United Kingdom and (i) 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 (ii) within Article 43 of the Financial Promotion Order, or (iii) 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, or (iv) to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (such persons together being “relevant persons”). The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on any document relating to the Exchange Offers or any of their contents.
This communication and any other documents or materials relating to the Exchange 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(e) of Regulation (EU) 2017/1129. The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes, will be engaged in only with, Qualified Investors. The Exchange Offer is only available to Qualified Investors. None of the information in the Offering Memorandum and any other documents and materials relating to the Exchange Offer should be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.
Cautionary statement regarding forward-looking statements
In this communication Verizon has made forward-looking statements, including regarding the conduct and completion of the Exchange 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,” “hope,” “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 Offering Memorandum under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference in the Offering Memorandum. Eligible 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.
Media contact:
Eric Wilkens
201-572-9317
eric.wilkens@verizon.com
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FAQ
What is the new spread for Verizon's (VZ) exchange offers announced on July 30, 2024?
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