Verizon announces private exchange offers for 10 series of notes for up to $2.5 billion of new notes
Verizon Communications (NYSE, NASDAQ: VZ) has initiated private exchange offers for 10 series of outstanding notes, totaling up to $2.5 billion in new notes maturing in 2035. The offers target qualified institutional buyers and non-U.S. persons. To receive the total exchange price, holders must tender their old notes by August 2, 2024. The exchange price includes an early participation payment and accrued coupon payments. Verizon will use a waterfall methodology to accept notes based on specified priority levels, capped at $2.5 billion but subject to potential increase. The new notes will bear interest at a rate tied to the 4.375% U.S. Treasury Security due May 2034, plus 100 basis points. The offers expire on August 19, 2024, with settlement dates following shortly after. The new notes will not be registered under the Securities Act and are only available to eligible holders.
Verizon Communications (NYSE, NASDAQ: VZ) ha avviato offerte di scambio private per 10 serie di note in circolazione, per un totale fino a $2,5 miliardi in nuove note che scadranno nel 2035. Le offerte sono rivolte a compratori istituzionali qualificati e a persone non statunitensi. Per ricevere il prezzo totale di scambio, i detentori devono cedere le loro vecchie note entro il 2 agosto 2024. Il prezzo di scambio include un pagamento per la partecipazione anticipata e i pagamenti degli interessi maturati. Verizon utilizzerà una metodologia a cascata per accettare le note in base a livelli di priorità specificati, fissata a $2,5 miliardi ma soggetta a potenziali aumenti. Le nuove note porteranno un tasso di interesse legato al 4,375% delle obbligazioni del Tesoro USA in scadenza a maggio 2034, più 100 punti base. Le offerte scadranno il 19 agosto 2024, con date di liquidazione che seguiranno a breve. Le nuove note non saranno registrate ai sensi del Securities Act e sono disponibili solo per i detentori idonei.
Verizon Communications (NYSE, NASDAQ: VZ) ha iniciado ofertas de intercambio privadas para 10 series de notas en circulación, sumando hasta $2.5 mil millones en nuevas notas que vencen en 2035. Las ofertas están dirigidas a compradores institucionales calificados y personas no estadounidenses. Para recibir el precio total de intercambio, los tenedores deben entregar sus notas antiguas antes del 2 de agosto de 2024. El precio de intercambio incluye un pago por participación anticipada y pagos de cupones acumulados. Verizon utilizará una metodología de cascada para aceptar las notas en función de niveles de prioridad específicos, con un tope de $2.5 mil millones, pero sujeto a posibles incrementos. Las nuevas notas llevarán un interés asociado al 4.375% de la Seguridad del Tesoro de EE. UU. con vencimiento en mayo de 2034, más 100 puntos básicos. Las ofertas expiran el 19 de agosto de 2024, con fechas de liquidación que seguirán poco después. Las nuevas notas no se registrarán bajo la Ley de Valores y solo están disponibles para tenedores elegibles.
버라이존 커뮤니케이션즈 (NYSE, NASDAQ: VZ)는 2035년에 만기가 있는 최대 25억 달러의 새로운 채권으로 구성된 10개 시리즈의 사채 교환 제안을 시작했습니다. 이 제안은 자격을 갖춘 기관 투자자와 비미국인 대상입니다. 총 교환 가격을 받으려면 보유자는 2024년 8월 2일까지 기존 채권을 제출해야 합니다. 교환 가격에는 조기 참여 지급금과 발생한 쿠폰 지급이 포함됩니다. 버라이존은 특정 우선 순위에 따라 채권을 수락하기 위해 계단식 방식으로 이를 처리하며, 최대 25억 달러의 한도가 있지만 잠재적인 증가의 여지가 있습니다. 새로운 채권은 2034년 5월 만기인 4.375% 미국 재무 증권에 연 100베이시스포인트를 더한 이자를 적용받게 됩니다. 제안은 2024년 8월 19일 만료되며, 그 후 곧 결제 날짜가 지정됩니다. 새 채권은 증권법에 따라 등록되지 않으며 자격 있는 보유자에게만 가능합니다.
Verizon Communications (NYSE, NASDAQ: VZ) a lancé des offres d'échange privées pour 10 séries de titres en circulation, totalisant jusqu'à 2,5 milliards de dollars en nouveaux titres arrivant à échéance en 2035. Les offres s'adressent aux acheteurs institutionnels qualifiés et aux personnes non américaines. Pour recevoir le prix total de l'échange, les détenteurs doivent remettre leurs anciens titres avant le 2 août 2024. Le prix de l'échange comprend un paiement de participation anticipée ainsi que des paiements de coupons accumulés. Verizon utilisera une méthodologie en cascade pour accepter les titres en fonction de niveaux de priorité spécifiés, plafonnés à 2,5 milliards de dollars mais susceptibles d'augmentations potentielles. Les nouveaux titres porteront un intérêt lié à la sécurité du Trésor américain de 4,375% arrivant à échéance en mai 2034, plus 100 points de base. Les offres expirent le 19 août 2024, avec des dates de règlement qui suivront peu après. Les nouveaux titres ne seront pas enregistrés en vertu de la loi sur les valeurs mobilières et ne seront disponibles que pour les détenteurs éligibles.
Verizon Communications (NYSE, NASDAQ: VZ) hat private Austauschangebote für 10 Serien ausstehender Schuldscheine initiiert, die bis zu 2,5 Milliarden Dollar an neuen Schuldscheinen mit Fälligkeit 2035 betragen. Die Angebote richten sich an qualifizierte institutionelle Käufer und nicht US-Personen. Um den gesamten Austauschpreis zu erhalten, müssen die Inhaber ihre alten Schuldscheine bis zum 2. August 2024 einreichen. Der Austauschpreis umfasst eine Vorauszahlungsprämie und aufgelaufene Zinszahlungen. Verizon wird eine Wasserfallmethodik anwenden, um Schuldscheine basierend auf bestimmten Prioritätsstufen anzunehmen, die auf 2,5 Milliarden Dollar begrenzt sind, aber potenziellen Erhöhungen unterliegen können. Die neuen Schuldscheine werden Zinsen zu einem Satz tragen, der an die 4,375% US-Staatsanleihe mit Fälligkeit im Mai 2034 gebunden ist, zuzüglich 100 Basispunkten. Die Angebote laufen am 19. August 2024 ab, wobei die Abrechnungstermine kurz danach folgen. Die neuen Schuldscheine werden nicht gemäß dem Wertpapiergesetz registriert und sind nur für berechtigte Inhaber verfügbar.
- Verizon is offering up to $2.5 billion in new notes, potentially increasing the company's long-term debt capacity.
- The new notes will mature in 2035, extending Verizon's debt maturity profile.
- The exchange offers are to qualified institutional buyers and non-U.S. persons, potentially restricting participation.
- The success of the exchange offers is contingent on meeting the $500 million minimum issue requirement.
Verizon's decision to offer an exchange of up to $2.5 billion in new notes for old notes maturing from 2025 to 2028 is a strategic move aimed at extending their debt maturity profile. By issuing notes that mature in 2035, Verizon can manage its liquidity more effectively and potentially benefit from lower interest rates in the future. This move is particularly significant in a rising interest rate environment, as it locks in today's rates for a longer period. Additionally, the use of a 'waterfall' methodology and acceptance priority levels ensures that the company can manage its debt profile efficiently, giving priority to notes maturing sooner. The strategic financial management reflected in these actions indicates Verizon’s proactive approach in handling its debt, which could be viewed positively by investors.
This exchange offer primarily targets qualified institutional buyers and non-U.S. persons, indicating a sophisticated approach to managing investor relations and compliance with regulatory requirements. By focusing on these investor segments, Verizon ensures that the new issuance of notes is in the hands of entities that better understand and manage the associated risks. This strategic targeting could bolster investor confidence and lead to a more stable investor base, especially in volatile markets. Furthermore, the inclusion of incentives such as the Early Participation Payment and the Accrued Coupon Payment highlights Verizon's effort to attract significant early participation, which can provide quicker liquidity benefits and reduce uncertainty about the final acceptance of the exchange offer.
Verizon's exchange offer includes several legal considerations that ensure compliance with U.S. and international securities regulations. The requirement for participants to be 'qualified institutional buyers' or 'non-U.S. persons' underscores Verizon's adherence to Rule 144A and other relevant regulations, thereby minimizing legal risks associated with the offer. Additionally, the inclusion of a registration rights agreement for the new notes indicates that Verizon is prepared to navigate the complexities of future securities registrations, should the need arise. This thorough legal preparation not only safeguards Verizon but also reassures investors of the legitimacy and regulatory compliance of the exchange offer.
NEW YORK, July 22, 2024 (GLOBE NEWSWIRE) -- Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ) today announced the commencement of private offers to exchange the 10 outstanding series of notes listed in the table below and maturing from 2025 through 2028 (collectively, the “Old Notes”), in each case, for newly issued notes of Verizon due 2035 (the “New Notes”) (the “Exchange Offers”), on the terms and subject to the conditions set forth in an offering memorandum dated July 22, 2024 (the “Offering Memorandum”). The Offering Memorandum and the accompanying eligibility letter constitute the “Exchange Offer Documents”. Only holders who have duly completed and returned an eligibility letter certifying that they are either (1) “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States and who are not acting for the account or benefit of a U.S. Person and are “Non-U.S. qualified offerees” (as defined in the eligibility letter) are authorized to receive the Offering Memorandum and to participate in the Exchange Offers (each such holder, an “Eligible Holder”).
The Exchange Offers will expire at 5:00 p.m. (New York City time) on August 19, 2024, unless extended or earlier terminated (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the “Expiration Date”). To be eligible to receive the applicable Total Exchange Price (as defined below), which includes the applicable Early Participation Payment (as defined below), Eligible Holders must validly tender their Old Notes at or prior to 5:00 p.m. (New York City time) on August 2, 2024, unless extended or earlier terminated (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the “Early Participation Date”). Eligible Holders who validly tender their Old Notes after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will be eligible to receive the applicable Exchange Price for any such series accepted, which is equal to the Total Exchange Price minus the applicable Early Participation Payment. Verizon will pay both the Total Exchange Price and the Exchange Price by issuing the applicable principal amount of New Notes. All Eligible Holders whose Old Notes are accepted in an Exchange Offer will also receive a cash payment equal to the accrued and unpaid interest on such Old Notes to, but excluding, the relevant settlement date (as described below) (the “Accrued Coupon Payment”) in addition to the Total Exchange Price or Exchange Price, as applicable, payable for such Old Notes. The Accrued Coupon Payment for any Old Notes exchanged for New Notes at the Final Settlement Date (as defined below), if any, will be reduced to offset any interest accrued on such New Notes from the applicable Early Settlement Date (as defined below), as further described in the Offering Memorandum.
Old Notes may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on August 2, 2024, unless extended or earlier terminated, but not thereafter.
Verizon is offering to accept for exchange validly tendered Old Notes using a “waterfall” methodology under which such Old Notes of different series will be accepted in the order of their respective Acceptance Priority Levels as listed in the table below, subject to a
The Exchange Offers are subject to the terms and conditions described in the Offering Memorandum, including (i) the Acceptance Priority Procedures (as described below) and (ii) the New Notes Cap. In addition, the Exchange Offers are subject to a minimum issue requirement, pursuant to which at the Early Participation Date, the aggregate principal amount of New Notes to be issued on the Early Settlement Date must be at least
Provided that all conditions to the Exchange Offers have been satisfied or waived by Verizon by the applicable Early Participation Date, all Old Notes validly tendered at or prior to the applicable Early Participation Date and accepted for exchange in such Exchange Offers will be settled on the fifth business day after the applicable Early Participation Date (the “Early Settlement Date”). The “Final Settlement Date,” if any, is the date on which Verizon will settle all Old Notes validly tendered and accepted for exchange in such Exchange Offers, and not previously settled on the Early Settlement Date. The Final Settlement Date is expected to be the second business day after the applicable Expiration Date, unless extended with respect to any Exchange Offer.
Exchange Offers
On the terms and subject to the conditions set forth in the Offering Memorandum, Verizon is offering to exchange the following outstanding notes for the New Notes in an aggregate principal amount not to exceed the New Notes Cap (subject to any waiver or increase in such New Notes Cap at Verizon’s discretion) as described below:
| Acceptance Priority Level | CUSIP Number(s) | Title of Security | Principal Amount Outstanding | Early Participation Payment(1) | Reference U.S. Treasury Security(2) | Bloomberg Reference Page | Fixed Spread (basis points) (2) | Floating Rate Note Total Exchange Price(3) |
| 1 | 92343VEN0/ 92343VEB6/ U9221AAY4 | FIT3 | +0 | N/A | ||||
| 2 | 92343VEP5 | Floating Rate notes due 2025 | N/A | N/A | N/A | |||
| 3 | 92343VFS8 | FIT4 | +10 | N/A | ||||
| 4 | 92343VGG3 | FIT4 | +20 | N/A | ||||
| 5 | 92343VGE8 | Floating Rate notes due 2026 | N/A | N/A | N/A | |||
| 6 | 92343VDD3 | FIT1 | +30 | N/A | ||||
| 7 | 92343VDY7 | FIT1 | +45 | N/A | ||||
| 8 | 92343VFF6 | FIT1 | +45 | N/A | ||||
| 9 | 92343VER1/ 92343VEQ3/ U9221ABK3 | FIT1 | +55 | N/A | ||||
| 10 | 92343VGH1 | FIT1 | +55 | N/A |
| (1) | Payable in principal amount of New Notes, as part of the applicable Total Exchange Price, per each |
| (2) | The Total Exchange Price payable per each |
| (3) | The Total Exchange Price payable per each |
Subject to the satisfaction or waiver of the conditions of the Exchange Offers, the “Acceptance Priority Procedures” will operate as follows:
- first, if the aggregate Total Exchange Price of all Old Notes validly tendered at or prior to the applicable Early Participation Date by Eligible Holders does not exceed the New Notes Cap, then Verizon will accept all such Old Notes. However, if the aggregate Total Exchange Price of all Old Notes validly tendered at or prior to the applicable Early Participation Date by Eligible Holders exceeds the New Notes Cap (subject to any increase or waiver in such New Notes Cap at Verizon’s discretion), then Verizon will (i) accept for exchange all validly tendered Old Notes of each series starting at the highest Acceptance Priority Level (level 1) and moving sequentially to Old Notes of each series having a lower Acceptance Priority Level (the lowest of which is level 10) until the aggregate Total Exchange Price of all validly tendered Old Notes of a series, combined with the aggregate Total Exchange Price of all accepted Old Notes of series with higher Acceptance Priority Levels, is as close as possible to, but does not exceed, the New Notes Cap, (ii) accept on a prorated basis validly tendered Old Notes of the series with the next lower Acceptance Priority Level and (iii) not accept for exchange (x) any such Old Notes of a series with an Acceptance Priority Level below the prorated series or (y) any Old Notes validly tendered after the applicable Early Participation Date; and
- second, if the New Notes Cap is not exceeded at the applicable Early Participation Date, Verizon will repeat the steps described in the prior bullet using the Exchange Price with respect to Old 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 Old Notes that Verizon will accept for exchange. All Old Notes, regardless of Acceptance Priority Level, that are validly tendered at or prior to the applicable Early Participation Date will have priority over any Old Notes validly tendered after the applicable Early Participation Date.
The New Notes will mature on February 15, 2035 and will bear interest at a rate per annum (the “New Notes Coupon”) that will be equal to the sum of (a) the yield of the
Promptly after the Price Determination Date, Verizon will issue a press release specifying, among other things, (i) the Exchange Offer Yield (as defined in the Offering Memorandum) and the Total Exchange Price for each series of Fixed Rate Notes, (ii) the New Notes Coupon, (iii) the aggregate principal amount of Old Notes validly tendered at or prior to the applicable Early Participation Date and accepted for exchange in each Exchange Offer, (iv) the proration factor (if any) to be applied and (v) the aggregate principal amount of New Notes to be issued on the applicable Early Settlement Date.
Registration of the New Notes
If and when issued, the New Notes will not be registered under the Securities Act or any other laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Verizon will enter into a registration rights agreement with respect to the New Notes.
Global Bondholder Services Corporation will act as the Information Agent and the Exchange Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers, including for assistance in completing an eligibility letter, or for additional copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation at (855) 654-2015 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The eligibility letter for the Exchange Offers can be accessed at the following link https://www.gbsc-usa.com/eligibility/verizon.
If Verizon terminates any Exchange Offer with respect to one or more series of Old Notes, it will give prompt notice to the Exchange Agent and all Old Notes tendered pursuant to such terminated Exchange Offer will be returned promptly to the tendering holders thereof. With effect from such termination, any Old Notes blocked in the Depositary Trust Company (“DTC”) will be released.
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 herein and 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 herein and 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
FAQ
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