Verizon announces cap increase and early participation results for tender offers for five series of its debt securities
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Insights
Verizon's announcement regarding the early participation results of their offers to purchase outstanding notes is a significant event for debt management and the company's capital structure. The increase in the Maximum Principal Amount from €1,500,000,000 to €1,981,215,000 indicates a strong demand for the tender offer, which could be interpreted as investor confidence in Verizon's creditworthiness and future performance. The varying levels of participation across different series of notes, with some series seeing over 50% of the outstanding amount tendered, suggest a strategic reshuffling of Verizon's debt maturity profile, potentially lowering future interest expenses.
Investors and analysts often scrutinize such debt repurchase programs as they can lead to changes in the company's leverage ratios and interest coverage metrics. The immediate financial implication includes the cash outflow for the Total Consideration and Accrued Coupon Payments, which will affect the company's liquidity position. However, in the long term, if the repurchased debt carries higher interest rates than current market rates, Verizon may benefit from reduced interest expenses, positively impacting net income and earnings per share.
The tender offer's success, particularly the high participation rate for the 0.875% Notes due 2027, suggests that investors are receptive to Verizon's financial strategy and may be seeking to reallocate capital within their portfolios. This could reflect broader market conditions where investors are looking for stability and predictability in returns, which established companies like Verizon can provide. The tender offer's completion will likely be viewed positively by the market, as it demonstrates Verizon's proactive financial management and could lead to improved financial ratios.
Additionally, the involvement of multiple leading financial institutions as lead dealer managers and co-dealer managers underscores the offer's importance and the complexity of such transactions. The market's response to the completion of these offers could serve as an indicator for similar future transactions by Verizon or other large corporates looking to optimize their debt portfolios.
From a legal standpoint, the adherence to securities and blue sky laws is crucial for the legitimacy of the tender offers. Verizon's clear statement that the offers are not being made in jurisdictions where they would not comply with local laws demonstrates their commitment to regulatory compliance. Additionally, the involvement of an information agent and tender agent like Kroll Issuer Services Limited is indicative of the need for transparency and proper communication with note holders throughout the process.
Furthermore, the fact that the offers are not conditioned on a minimum amount of notes being tendered, nor on the consummation of any other offers, simplifies the legal framework and reduces the potential for complications arising from interdependent conditions. The defined withdrawal rights and settlement dates provide a clear legal roadmap for the execution of these offers, which is essential for maintaining investor trust and avoiding legal disputes.
NEW YORK, Feb. 29, 2024 (GLOBE NEWSWIRE) -- Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced, in connection with Verizon’s previously announced Offers (as defined below) to purchase its outstanding Notes (as defined below), the early participation results for the Offers as of 4:00 p.m. (London time) on February 28, 2024 (the “Early Participation Date”). In connection with the Offers (as defined below), all Notes (as defined below) validly tendered and not validly withdrawn at or prior to the Early Participation Date (as defined below) will be accepted for purchase, in accordance with the terms of the Offer to Purchase (as defined below). As a result, the maximum principal amount of originally
The table below sets forth the early participation results as of the Early Participation Date for Verizon’s previously announced five separate offers to purchase the outstanding series of debt securities listed in the table below (collectively, the “Notes”), up to the Maximum Principal Amount. Verizon refers to each offer to purchase a series of debt securities for cash as an “Offer,” and all the offers to purchase the Notes, collectively as the “Offers.” Verizon was advised by Kroll Issuer Services Limited, as the Information Agent and the Tender Agent, that as of the Early Participation Date, the aggregate principal amounts of the Notes specified in the table below were validly tendered and not validly withdrawn:
| Acceptance Priority Level | ISIN / Common Code | Title of Security | Principal Amount Outstanding | Principal Amount Tendered as of the Early Participation Date | Percentage of Amount Outstanding Tendered as of the Early Participation Date | |
| 1 | XS1405766897 / 140576689 | 25.25 | % | |||
| 2 | XS1708161291 / 170816129 | 40.35 | % | |||
| 3 | XS1030900242 / 103090024 | 32.56 | % | |||
| 4 | XS1979280853 / 197928085 | 50.18 | % | |||
| 5 | XS1405766624 / 140576662 | 15.20 | % | |||
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”).
Withdrawal rights for the Offers expired at 4:00 p.m. (London time) on February 28, 2024. The Offers will each expire at 4:00 p.m. (London time) on March 14, 2024, unless extended by Verizon.
Verizon’s obligation to accept Notes tendered in 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 in Verizon’s press release dated February 14, 2024 announcing the Offers (the “Launch Press Release”) and (ii) the Maximum Principal Amount, to be purchased in all of the Offers, excluding the applicable Accrued Coupon Payments (as defined below). 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.
All conditions to the Offers were deemed satisfied by Verizon by the Early Participation Date, or timely waived by Verizon. Accordingly, Verizon will settle all Notes validly tendered at or prior to the Early Participation Date and accepted for purchase, on March 4, 2024 (the “Early Settlement Date”). Because the amount of Notes validly tendered at or prior to the Early Participation Date reached the Maximum Principal Amount, there will be no Final Settlement Date (as defined in the Offer to Purchase) and no Notes tendered after the Early Participation Date will be accepted for purchase. All tendered Notes that are not accepted for purchase will be promptly returned to the tendering holder.
Promptly after 2:00 p.m. (London time) today, February 29, 2024, Verizon will issue a press release specifying, among other things, (i) the aggregate principal amount of Notes accepted in each Offer, (ii) the offer yield for each series of Notes, which is equal to the sum of (a) the applicable Mid-Swap Rate (as defined in the Offer to Purchase), as calculated by the lead dealer managers, plus (b) the Fixed Spread (as specified in the Launch Press Release) for the applicable series of Notes and (iii) the Total Consideration for each series of Notes. The Total Consideration for each series of Notes includes an early participation payment of
On March 4, 2024, holders of Notes validly tendered at or prior to the Early Participation Date that are accepted for purchase by Verizon will receive the applicable Total Consideration, in cash, and an additional cash payment equal to the accrued and unpaid interest on such Notes to, but not including, the Early Settlement Date (the “Accrued Coupon Payment”).
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 Banco Santander, S.A., CastleOak Securities, L.P., SMBC Nikko Capital Markets Limited, The Toronto-Dominion Bank, Bancroft Capital, LLC and Tigress Financial Partners, LLC to act as 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 is acting as the Tender Agent and the Information Agent for the Offers. Questions or requests for assistance related to the Offers 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.
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 Offers 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 Offers are only available to Qualified Investors. None of the information in the Offer to Purchase and any other documents and materials relating to the Offers 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.
Media contact:
Eric Wilkens
eric.wilkens@verizon.com
FAQ
What is the Maximum Principal Amount for the Offers announced by Verizon?
When do the Offers expire?
What will happen to Notes tendered after the Early Participation Date?
When will holders of accepted Notes receive the Total Consideration?
Who are the lead dealer managers for the Offers?
