Verizon tenders to buy back notes in 30 separate offers until Friday

By Susanna Moon

Chicago, March 13 – Verizon Communications Inc. announced 30 separate cash tender offers that will run until 5 p.m. ET on March 17.

Pricing 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 March 17 as follows, with the notes listed in order of priority acceptance levels from 1 to 30:

• Verizon Communications Inc.’s $242,419,000 8.95% notes due 2039 using the 2.875% Treasury notes due Nov. 15, 2046 plus 180 basis points for a hypothetical price of $1,527.20;

• Verizon New York Inc.’s $243,526,000 7.375% debentures due 2032 based on 2.25% Treasury notes due Feb. 15, 2027 plus 220 bps for a hypothetical price of $1,276.21;

• Verizon Communications Inc.’s $215,316,000 7.75% notes due 2032 based on 2.25% Treasury notes due Feb. 15, 2027 plus 210 bps for a hypothetical price of $1,331.95;

• Verizon Communications Inc.’s $2,266,003,000 6.55% notes due 2043 based on 2.875% Treasury notes due Nov. 15, 2046 plus 180 bps for a hypothetical price of $1,230.43;

• Verizon Communications Inc.’s $1,082,691,000 6.4% notes due 2033 based on 2.875% Treasury notes due Nov. 15, 2046 plus 140 bps for a hypothetical price of $1,209.66;

• Verizon Pennsylvania LLC’s $53,232,000 8.75% debentures due 2031 based on 2.25% Treasury notes due Feb. 15, 2027 plus 215 bps for a hypothetical price of $1,416.62;

• Verizon Delaware LLC’s $10,391,000 8.625% debentures due 2031 based on 2.25% Treasury notes due Feb. 15, 2027 plus 215 bps for a hypothetical price of $1,406.95;

• Verizon Maryland LLC’s $23,566,000 8.3% debentures due 2031 based on 2.25% Treasury notes due Feb. 15, 2027 plus 215 bps for a hypothetical price of $1,369.28;

• Verizon Pennsylvania LLC’s $47,631,000 8.35% debentures due 2030 based on 2.25% Treasury notes due Feb. 15, 2027 plus 205 bps for a hypothetical price of $1,375.13;

• Verizon Virginia LLC’s $18.62 million 8.375% debentures due 2029 based on 2.25% Treasury notes due Feb. 15, 2027 plus 200 bps for a hypothetical price of $1,359.00;

• Verizon Maryland LLC’s $28,431,000 8% debentures due 2029 based on 2.25% Treasury notes due Feb. 15, 2027 plus 200 bps for a hypothetical price of $1,324.26;

• Verizon New England Inc.’s $173,144,000 7.875% debentures due 2029 based on 2.25% Treasury notes due 2/15/27 plus 200 bps for a hypothetical price of $1,313.91;

• Verizon New Jersey Inc.’s $86,262,000 7.850% debentures due 2029 based on 2.25% Treasury notes due Feb. 15, 2027 plus 200 bps for a hypothetical price of $1,311.53;

• Verizon New York Inc.’s $71,654,000 6.500% debentures due 2028 based on 2.25% Treasury notes due Feb. 15, 2027 plus 195 bps for a hypothetical price of $1,170.16;

• Verizon Pennsylvania LLC’s $68,495,000 6% debentures due 2028 based on 2.25% Treasury notes due Feb. 15, 2027 plus 195 bps for a hypothetical price of $1,132.46;

• Verizon Communications Inc.’s $185,926,000 7.35% notes due 2039 based on 2.875% Treasury notes due Nov. 15, 2046 plus 180 bps for a hypothetical price of $1,315.67;

• Verizon Communications Inc.’s $269,719,000 6.9% notes due 2038 based on 2.875% Treasury notes due Nov. 15, 2046 plus 170 bps for a hypothetical price of $1,264.77;

• Verizon Communications Inc.’s $742,491,000 7.75% notes due 2030 based on 2.25% Treasury notes due Feb. 15, 2027 plus 160 bps for a hypothetical price of $1,369.60;

• Verizon Virginia LLC’s $56,648,000 7.875% debentures due 2022 based on 1.875% Treasury notes due Feb. 28, 2022 plus 120 bps for a hypothetical price of $1,202.34;

• GTE LLC’s $206,824,000 8.75% debentures due 2021 based on 1.875% Treasury notes due Feb. 28, 2022 plus 110 bps for a hypothetical price of $1,236.35;

• Verizon New Jersey Inc.’s $146,292,000 8% debentures due 2022 based on 1.875% Treasury notes due Feb. 28, 2022 plus 120 bps for a hypothetical price of $1,222.82;

• Verizon Maryland LLC’s $179,209,000 5.125% debentures due 2033 based on 2.875% Treasury notes due Nov. 15, 2046 plus 145 bps for a hypothetical price of $1,056.58;

• Verizon Communications Inc.’s $515,425,000 6.4% notes due 2038 based on 2.875% Treasury notes due Nov. 15, 2046 plus 170 bps for a hypothetical price of $1,198.46;

• GTE LLC’s $413,217,000 6.94% debentures due 2028 based on 2.25% Treasury notes due Feb. 15, 2027 plus 140 bps for a hypothetical price of $1,263.10;

• Verizon Communications Inc.’s $442,796,000 6.25% notes due 2037 based on 2.875% Treasury notes due Nov. 15, 2046 plus 165 bps for a hypothetical price of $1,181.67;

• Verizon Communications Inc.’s $799,622,000 5.85% notes due 2035 based on 2.875% Treasury notes due Nov. 15, 2046 plus 150 bps for a hypothetical price of $1,144.36;

• Verizon Communications Inc.’s $500,204,000 6% notes due 2041 based on 2.875% Treasury notes due Nov. 15, 2046 plus 180 bps for a hypothetical price of $1,142.76;

• GTE LLC’s $332,155,000 6.84% debentures due 2018 based on 0.75% Treasury notes due April 15, 2018 plus 40 bps for a hypothetical price of $1,055.62;

• Verizon Communications Inc.’s $666,524,000 6.1% notes due 2018 based on 0.75% Treasury notes due April 15, 2018 plus 40 bps for a hypothetical price of $1,047.81; and

• Verizon Communications Inc.’s $646,017,000 5.5% notes due 2018 based on 1% Treasury notes due Feb. 15, 2018 plus 30 bps for a hypothetical price of $1,036.51.

Holders also will receive accrued interest to but excluding the settlement date.

The hypothetical purchase price was set using the fixed spread to the yield of the reference U.S. Treasury security as of 2 p.m. ET on March 10.

The offers will remain open until 5 p.m. ET on March 17.

Tendered notes may be withdrawn before the end of the offer.

The tender offers are contingent on Verizon obtaining financing with closing of a contemporaneous offering of notes with maturities occurring after Jan. 1, 2037, according to a company announcement.

If the new financing is not sufficient to pay for all of the notes tendered then tendered securities will be accepted in priority order until the consideration payable in the tender plus accrued interest matches the gross proceeds from the new bonds.

Barclays (800 438-3242 or 212 528-7581), BofA Merrill Lynch (888 292-0070 or 980 387-3907), Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) and RBC Capital Markets, LLC (877 381-2099 or 212 618-7822) are the lead dealer managers. Deutsche Bank Securities Inc., Loop Capital Markets LLC, Mizuho Securities USA Inc., MUFG Securities Americas Inc. and UBS Securities LLC are the co-dealer managers.

Global Bondholder Services Corp. (866 470-3800, 212 430-3774 or gbsc-usa.com/Verizon/) is the information agent and the tender agent.

Verizon is a New York City-based telecommunications company.

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