Verizon tenders to buy back $1.5 billion notes in 29 separate offers

By Wendy Van Sickle

Columbus, Ohio, July 31 – Verizon Communications Inc. announced 29 separate cash tender offers for its notes and notes of several of its subsidiaries that will run until 11:59 p.m. ET on Aug. 25.

The total consideration for each $1,000 principal amount will be set using a fixed spread over the bid-side price of the reference U.S. Treasury security at 11 a.m. ET on Aug. 14 as follows, with the notes listed in order of priority acceptance levels from 1 to 29:

• Verizon Communications Inc.’s $111.99 million 8.95% notes due 2039 using the 3% Treasury notes due Feb. 15, 2047 plus 185 basis points;

• Verizon Communications Inc.’s $158,613,000 7.35% notes due 2039 using the 3% Treasury notes due Feb. 15, 2047 plus 185 bps;

• Verizon Maryland LLC’s $164,527,000 5.125% debentures due 2033 based on 3% Treasury notes due Feb. 15, 2047 plus 170 bps;

• Verizon Communications Inc.’s $220,311,000 6.9% notes due 2038 using the 3% Treasury notes due Feb. 15, 2047 plus 175 bps;

• Verizon Communications Inc.’s $397,434,000 6.4% notes due 2038 using the 3% Treasury notes due Feb. 15, 2047 plus 175 basis points;

• Alltel Corp.’s $187,889,000 6.8% debentures due 2033 based on 2.375% Treasury notes due May 15, 2027 plus 200 bps;

• Verizon Communications Inc.’s $339,432,000 6.25% notes due 2037 using the 3% Treasury notes due Feb. 15, 2047 plus 170 bps;

• Verizon Communications Inc.’s $294,386,000 6% notes due 2041 using the 3% Treasury notes due Feb. 15, 2047 plus 185 bps;

• Verizon New York Inc.’s $205,025,000 7.375% debentures due 2032 based on 2.375% Treasury notes due May 15, 2027 plus 205 bps;

• Verizon Communications Inc.’s $550,404,000 5.85% notes due 2035 using the 3% Treasury notes due Feb. 15, 2047 plus 155 bps;

• Verizon New England Inc.’s $147,062,000 7.875% debentures due 2029 based on 2.375% Treasury notes due May 15, 2027 plus 200 bps;

• Verizon Communications Inc.’s $470,844,000 6.4% notes due 2033 using the 3% Treasury notes due Feb. 15, 2047 plus 140 bps;

• Verizon Communications Inc.’s $178,882,000 7.75% notes due 2032 using the 2.375% Treasury notes due May 15, 2027 plus 185 bps;

• Verizon Communications Inc.’s $1,418,865,000 6.55% notes due 2043 using the 3% Treasury notes due Feb. 15, 2047 plus 180 bps;

• Verizon Communications Inc.’s $1.25 billion 5.05% notes due 2034 using the 3% Treasury notes due Feb. 15, 2047 plus 145 bps;

• Alltel Corp.’s $337,049,000 7.875% senior notes due 2032 based on 2.375% Treasury notes due May 15, 2027 plus 190 bps;

• Verizon Communications Inc.’s $582,856,000 7.75% notes due 2030 based on 2.375% Treasury notes due May 15, 2027 plus 170 bps;

• GTE LLC’s $327,917,000 6.94% debentures due 2028 based on 2.375% Treasury notes due May 15, 2027 plus 150 bps;

• Verizon New Jersey Inc.’s $121,254,000 8% debentures due 2022 based on 1.875% Treasury notes due July 31, 2022 plus 100 bps;

• Verizon New Jersey Inc.’s $79,554,000 7.875% debentures due 2029 based on 2.375% Treasury notes due May 15, 2027 plus 200 bps;

• Verizon New York Inc.’s $70,512,000 6.5% debentures due 2028 based on 2.375% Treasury notes due May 15, 2027 plus 185 bps;

• Verizon Pennsylvania LLC’s $57,338,000 6% debentures due 2029 based on 2.375% Treasury notes due May 15, 2027 plus 195 bps;

• Verizon Virginia LLC’s $56.41 million 7.875% debentures due 2022 based on 1.875% Treasury notes due July 31, 2022 plus 95 bps;

• Verizon Pennsylvania LLC’s $36,126,000 8.75% debentures due 2031 based on 2.375% Treasury notes due May 15, 2027 plus 210 bps;

• Verizon Pennsylvania LLC’s $31,826,000 8.35% debentures due 2030 based on 2.375% Treasury notes due May 15, 2027 plus 200 bps;

• Verizon Maryland LLC’s $27,719,000 8% debentures due 2029 based on 2.375% Treasury notes due May 15, 2027 plus 200 bps;

• Verizon Maryland LLC’s $27,744,000 8.3% debentures due 2031 based on 2.375% Treasury notes due May 15, 2027 plus 210 bps;

• Verizon Virginia LLC’s $9,217,000 8.375% debentures due 2029 based on 2.375% Treasury notes due May 15, 2027 plus 200 bps; and

• Verizon Delaware LLC’s $2,381,000 8.625% debentures due 2031 based on 2.375% Treasury notes due May 15, 2027 plus 210 bps.

In each case, the total consideration includes a $50 early premium per $1,000 of notes tendered by 5 p.m. ET on Aug. 11.

Holders will also receive accrued interest to the settlement date.

Tendered notes may be withdrawn by 5 p.m. ET on Aug. 11.

Verizon is using a waterfall methodology under which notes will be accepted in the order of their listed acceptance priority levels, subject to certain caps.

The tender offers are contingent on Verizon pricing by the early participation date debt securities expected to provide proceeds of at least $3 billion.

Goldman Sachs & Co. LLC (800 828-3182 or 212 902-6595, J.P. Morgan (866 834-4666 or 212 834-4811), Mizuho Securities at (866 271-7403 or 212 205-7736) and Wells Fargo Securities at (866 309-6316 or 704 410-4760) are the lead dealer managers. Loop Capital Markets LLC, Santander Investment Securities Inc., CastleOak Securities, LP and Williams Capital Group, LP are the co-dealer managers.

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

Verizon is a New York City-based telecommunications company.

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