Verizon commences $4 billion cash tender offer for 15 series of notes

By William Gullotti

Buffalo, N.Y., Oct. 26 – Verizon Communications Inc. launched a waterfall cash tender offer for 15 outstanding series of notes totaling $4 billion, according to a press release on Tuesday.

The company is offering to purchase from the following series, listed in order of acceptance priority, with pricing details given per $1,000 principal amount of notes:

• $1,121,969,000 of 5.012% notes due 2054 (Cusip: 92343VCM4) with pricing to be based on the 2.375% Treasury note due May 15, 2051 plus 115 basis points;

• $1,687,975,000 of 4.672% notes due 2055 (Cusip: 92343VCZ5) with pricing to be based on the 2.375% Treasury note due May 15, 2051 plus 118 bps;

• $1,044,017,000 of 5.012% notes due 2049 (Cusip: 92343VDS0) with pricing to be based on the 2.375% Treasury note due May 15, 2051 plus 110 bps;

• $3,659,599,000 of 4.522% notes due 2048 (Cusip: 92343VCX0) with pricing to be based on the 2.375% Treasury note due May 15, 2051 plus 110 bps;

• $3,505,989,000 of 4.862% notes due 2046 (Cusip: 92343VCK8) with pricing to be based on the 2.375% Treasury note due May 15, 2051 plus 109 bps;

• $566,109,000 of 5.5% notes due 2047 (Cusip: 92343VDV3) with pricing to be based on the 2.375% Treasury note due May 15, 2051 plus 111 bps;

• $805,189,000 of 6.55% notes due 2043 (Cusip: 92343VBT0) with pricing to be based on the 1.75% Treasury note due Aug. 15, 2041 plus 125 bps;

• $614,071,000 of 4.75% notes due 2041 (Cusip: 92343VBE3) with pricing to be based on the 1.75% Treasury note due Aug. 15, 2041 plus 111 bps;

• $892,453,000 of 3.85% notes due 2042 (Cusip: 92343VBG8) with pricing to be based on the 1.75% Treasury note due Aug. 15, 2041 plus 103 bps;

• $276,645,000 of 6.4% notes due 2038 (Cusip: 92343VAK0) with pricing to be based on the 1.75% Treasury note due Aug. 15, 2041 plus 115 bps;

• $274,853,000 of 6.25% notes due 2037 (Cusip: 92343VAF1) with pricing to be based on the 1.75% Treasury note due Aug. 15, 2041 plus 115 bps;

• $1,349,758,000 of 5.25% notes due 2037 (Cusip: 92343VDU5) with pricing to be based on the 1.75% Treasury note due Aug. 15, 2041 plus 78 bps;

• $1,434,838,000 of 4.812% notes due 2039 (Cusip: 92343VDR2) with pricing to be based on the 1.75% Treasury note due Aug. 15, 2041 plus 95 bps;

• $427,379,000 of 5.85% notes due 2035 (Cusip: 92344GAX4) with pricing to be based on the 1.25% Treasury note due Aug. 15, 2031 plus 132 bps; and

• $2,556,699,000 of 4.272% notes due 2036 (Cusip: 92343VCV4) with pricing to be based on the 1.25% Treasury note due Aug. 15, 2031 plus 125 bps.

In each case, there is a $50 early participation premium to be paid in addition to the total consideration for noteholders who tender by the early deadline. The accrued coupon will also be paid, and is not included in the maximum acceptance amount.

In the case of the ninth series, the $892,453,000 of 3.85% notes due 2042 (Cusip: 92343VBG8), the calculation of the applicable total consideration may be performed using the present value of the notes at the applicable price determination date as if the notes had been due on the par call date.

The early participation deadline and withdrawal deadline is 5 p.m. ET on Nov. 8.

Early settlement is expected two business days after the early deadline.

Pricing will be determined at 9 a.m. ET on Nov. 9.

The offer will expire at 5 p.m. ET on Nov. 24.

Final settlement is expected two days after the final deadline.

Tenders may be prorated.

BNP Paribas Securities Corp. (888 210-4358 or 212 841-3059), Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106), Goldman Sachs & Co. LLC (800 828-3182 or 212 357-1452) and Wells Fargo Securities, LLC (866 309-6316 or 704 410-4756) are acting as lead dealer managers for the offers.

Acting as co-dealer managers are Loop Capital Markets LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., CastleOak Securities, L.P., MFR Securities, Inc. and Tigress Financial Partners, LLC.

Global Bondholder Services Corp. will act as the information agent and tender agent (866 470-3800 or 212 430-3774).

Verizon is a New York-based telecommunications company.

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