Verizon kicks off $4 billion tender offer for 30 debt securities

Chicago, Feb. 17 – Verizon Communications Inc. started separated tender offers for up to $4 billion from 30 debt securities issued by Verizon and some of its subsidiaries, according to a press release late in the evening on Feb. 16.

The $4 billion cap on the tender consideration excludes the accrued coupon payments.

The first series is the only one with a subcap.

Verizon is offering to buy up to $1 billion from its $4,499,992,000 outstanding 2.987% notes due 2056 (Cusips: 92343VFW9, 92343VFM1, U9221ABR8) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 148 basis points (with pricing based on the first par call date).

The rest of the waterfall offer notes, listed by their acceptance priority order, are the following:

• $1,409,338,000 outstanding 4.812% notes due 2039 (Cusip: 92343VDR2) with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 118 bps;

• $3,093,771,000 outstanding 4.862% notes due 2046 (Cusip: 92343VCK8) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 138 bps;

• $722,998,000 outstanding 5.012% notes due 2049 (Cusip: 92343VDS0) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 139 bps;

• $1,414,483,000 outstanding 4.522% notes due 2048 (Cusip: 92343VCX0) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 138 bps;

• $2,460,199,000 outstanding 4.272% notes due 2036 (Cusip: 92343VCV4) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 138 bps;

• $111,496,000 outstanding 7.75% notes due 2032 (Cusip: 92344GAS5) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 145 bps;

• $108,723,000 outstanding 7.375% debentures due 2032 issued by subsidiary Verizon New York Inc. (Cusip: 92344XAB5) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 145 bps;

• $58,498,000 outstanding 7.875% notes due 2032 issued by subsidiary Alltel Corp. (Cusip: 020039DC4) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 145 bps;

• $108,368,000 outstanding 8.95% notes due 2039 (Cusip: 92343VAR5) with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 145 bps;

• $103,014,000 outstanding 7.875% notes due 2032 (Cusip: 92343VEM2) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 145 bps;

• $143,195,000 outstanding 7.35% notes due 2039 (Cusip: 92343VAU8) with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 145 bps;

• $172.7 million outstanding 6.9% notes due 2038 (Cusip: 92343VAP9) with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 145 bps;

• $385,602,000 outstanding 6.4% notes due 2033 (Cusip: 92343VBS2) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 140 bps;

• $276,645,000 outstanding 6.4% notes due 2038 (Cusip: 92343VAK0) with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 140 bps;

• $274,853,000 outstanding 6.25% notes due 2037 (Cusip: 92343VAF1) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 160 bps;

• $427,379,000 outstanding 5.85% notes due 2035 (Cusip: 92344GAX4) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 150 bps;

• $140,865,000 outstanding 5.125% debentures due 2033 issued by subsidiary Verizon Maryland LLC (Cusip: 92344WAB7) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 145 bps;

• $122,405,000 outstanding 6% notes due 2041 (Cusip: 92343VAW4) with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 145 bps;

• $835.79 million outstanding 4.672% notes due 2055 (Cusip: 92343VCZ5) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 142 bps;

• $825,118,000 outstanding 5.012% notes due 2054 (Cusip: 92343VCM4) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 142 bps;

• $805,189,000 outstanding 6.55% notes due 2043 (Cusip: 92343VBT0) with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 140 bps;

• $1,291,758,000 outstanding 5.25% notes due 2037 (Cusip: 92343VDU5) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 148 bps;

• $533,109,000 outstanding 5.5% notes due 2047 (Cusip: 92343VDV3) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 143 bps;

• $3 billion outstanding 4.5% notes due 2033 (Cusip: 92343VEA8) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 128 bps;

• $2,274,789,000 outstanding 4.4% notes due 2034 (Cusip: 92343VCQ5) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 138 bps and pricing to take into account the first par call date;

• $196,306,000 outstanding 5.05% notes due 2034 (Cusip: 92343VBZ6) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 150 bps and pricing to take into account the first par call date;

• $570,169,000 outstanding 4.75% notes due 2042 (Cusip: 92343VBE3) with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 136 bps;

• $1,095,517,000 outstanding 4.125% notes due 2046 (Cusip: 92343VDC5) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 140 bps; and

• $867,453,000 outstanding 3.85% notes due 2042 (Cusip: 92343VBG8) with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 132 bps and utilization of the first par call date.

Noteholders who tender their notes early will receive the full consideration, inclusive of a $50 early tender premium per $1,000 note that will not be paid to noteholders who tender their notes after the early expiration date.

Investors will also receive unpaid interest to the relevant settlement date.

The early deadline is 5 p.m. ET on March 2, also the withdrawal deadline.

Pricing for the tender offers will take place at 9 a.m. ET on March 3.

Early settlement is expected for the third business day after the early expiration deadline.

The offers will expire at 5 p.m. ET on March 17.

Final settlement is expected for two business days after the final expiration time.

Barclays (800 438-3242, 212 528-7581), Citigroup Global Markets Inc. (800 558-3745, 212 723-6106), Credit Suisse Securities (USA) LLC (800 820-1633, 212 325-7823), Goldman Sachs & Co. LLC (800 828-3182, 212 357-1452) and Wells Fargo Securities LLC (866 309-6316, 704 410-4756) are the lead dealer managers.

BNP Paribas Securities Corp., Mizuho Securities USA LLC, Cabrera Capital Markets LLC, CastleOak Securities, LP, Great Pacific Securities, R. Seelaus & Co., LLC, Tigress Financial Partners, LLC, Bancroft Capital, LLC, Drexel Hamilton, LLC, MFR Securities, Inc. and Mischler Financial Group, Inc. are the co-dealer managers.

Global Bondholder Services Corp. (855 654-2015, 212 430-3774) is the tender agent and information agent.

Verizon is a New York-based telecommunications company.

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