Verizon gives early results of tender offers for five series, ups cap

By Marisa Wong

Los Angeles, Feb. 29 – Verizon Communications Inc. announced in a Wednesday press release that it has accepted for purchase all of the notes tendered as of the early participation date of its five separate tender offers to purchase the outstanding debt securities from five series.

As a result, Verizon increased the maximum principal amount to be purchased in all of the offers to €1,981,215,000 from €1.5 billion.

Holders had tendered the following amounts as of the early participation date, with the series listed in order of acceptance priority level:

• €252,525,000, or 25.25%, of the €1 billion outstanding 0.875% notes due April 2, 2025 (ISIN: XS1405766897), all of which will be purchased at €971.87, with pricing to be based on the April 2025 interpolated mid-swap rate and a fixed spread of negative 10 basis points;

• €504,421,000, or 40.35%, of the €1.25 billion outstanding 1.375% notes due Oct. 27, 2026 (ISIN: XS1708161291), all of which will be purchased at €951.42, with pricing to be based on the October 2026 interpolated mid-swap rate and a fixed spread of 20 bps;

• €407.02 million, or 32.56%, of the €1.25 billion outstanding 3.25% notes due Feb. 17, 2026 (ISIN: XS1030900242), all of which will be purchased at €999.36, with pricing to be based on the February 2026 interpolated mid-swap rate and a fixed spread of 0 bps;

• €627,207,000, or 50.18%, of the €1.25 billion outstanding 0.875% notes due April 8, 2027 (ISIN: XS1979280853), all of which will be purchased at €928.89, with pricing to be based on the April 2027 interpolated mid-swap rate and a fixed spread of 30 bps; and

• €190,042,000, or 15.2%, of the €1.25 billion outstanding 1.375% notes due Nov. 2, 2028 (ISIN: XS1405766624), all of which will be purchased at €917.17, with pricing to be based on the November 2028 interpolated mid-swap rate and a fixed spread of 45 bps.

Each of the total considerations includes an early participation payment of €50 per €1,000 of notes tendered by the early participation date.

The company will also pay accrued interest.

Verizon offered to accept for purchase notes using a waterfall methodology; the issuer accepted notes in the order of their respective acceptance priority levels, subject to the overall cap.

The company said before that it reserved the right to increase the maximum principal amount at any time.

Conditions

The offers were conditioned on, among other things, Verizon having priced one or more series of senior notes for proceeds sufficient to fund the tender offers, the acceptance priority procedures (purchasing according to acceptance priority level and with proration applied as necessary) and a maximum principal amount of €1.5 billion to be paid in all of the offers.

The company announced on Wednesday that all of the conditions have been either satisfied or waived as of the early participation date.

The offers are not conditioned on any minimum amount being tendered, and none of the offers is conditioned on consummation of any of the other offers.

The company noted before that if the financing condition is not met due to a shortfall in gross proceeds from the new offering, then it would accept for purchase notes of each series tendered according to acceptance priority levels with proration applied, such that the amount of gross proceeds from the new issue is equal to the aggregate total consideration or tender consideration.

Details

The offer began on Feb. 14.

The early participation deadline was 11 a.m. ET on Feb. 28, which was also the withdrawal date.

Pricing was determined at 9 a.m. ET on Feb. 29.

Early settlement will occur on March 4.

Each offer will expire at 11 a.m. ET on March 14. However, because the offer was fully subscribed as of the early participation date, there will be no final settlement date, and no notes tendered after the early deadline will be accepted for purchase.

The lead dealer managers for the offers are Barclays Bank plc (+44 20 3134 8515), BNP Paribas (+33 1 55 77 78 94), Deutsche Bank AG, London Branch (+44 20 7545 8011) and J.P. Morgan Securities plc (+44 20 7134 2468).

Verizon appointed Banco Santander, S.A., CastleOak Securities, LP, SMBC Nikko Capital Markets Ltd., Toronto-Dominion Bank, Bancroft Capital, LLC and Tigress Financial Partners, LLC as co-dealer managers.

Kroll Issuer Services Ltd. (verizon@is.kroll.com; +44 20 7704 0880) is the tender agent and information agent.

The telecommunications company is based in New York.

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