By Angela McDaniels
Tacoma, Wash., March 14 – Verizon Communications Inc. made changes to its waterfall tender offer for 16 series of notes issued by itself and its subsidiaries, according to a company news release.
The company decreased the applicable fixed spread for each series of the waterfall notes by 10 basis points to 25 bps, as set forth in the table below.
In addition, the company extended the early participation time to 5 p.m. ET on March 18 from 5 p.m. ET on March 17, the price determination time to 11 a.m. ET on March 21 from 11 a.m. ET on March 18 and the expiration time to 11:59 p.m. ET on April 1 from 5 p.m. ET on April 1.
As of 2 p.m. ET on March 14, $679,121,000 principal amount of waterfall notes had been tendered.
As previously reported, the company began three tender offers for 34 series of notes issued by itself and its subsidiaries on March 4.
The company is offering to purchase any and all of the group 1 notes listed below, any and all of the group 2 notes listed below and up to $4 billion aggregate purchase price, excluding accrued interest and any fees or commissions, of the waterfall notes listed below.
The group 1 and group 2 tender offers will end at 5 p.m. ET on April 1.
The total consideration for each series of notes will result in a yield to maturity equal to the yield to maturity of the applicable reference Treasury security specified in the tables below, based on the bid-side price of that Treasury security as of the price determination time, which remains 11 a.m. ET on March 18 for the group 1 and group 2 notes, plus the applicable fixed spread.
The total consideration for each series of notes will include an early tender premium for notes tendered by the early participation time, which remains 5 p.m. ET on March 17 for the group 1 and group 2 notes. The early tender premium is $30 per $1,000 principal amount of group 1 notes and $50 per $1,000 principal amount of group 2 or waterfall notes.
In each case, Verizon will pay accrued interest up to but excluding the settlement date.
The waterfall notes are listed in the table in order of acceptance priority level.
All waterfall notes, regardless of acceptance priority level, that are tendered by the early participation time will have priority over waterfall notes that are tendered after the early participation time.
If the aggregate purchase price of waterfall notes that are tendered by the early participation time exceeds $4 billion, then Verizon will accept for purchase tendered waterfall notes up to the waterfall cap in accordance with the acceptance priority levels and will only prorate the series of waterfall notes of the lowest acceptance priority level accepted for purchase. Verizon will not thereafter accept any waterfall notes tendered after the early participation time.
If the aggregate purchase price of waterfall notes that are tendered by the early participation time does not exceed $4 billion, then Verizon will accept for purchase all waterfall notes tendered by the early participation time and will continue to accept in numerical priority of acceptance priority level waterfall notes tendered after the early participation time up to the cap. In this case, Verizon will only prorate the series of waterfall notes of the lowest acceptance priority level that are tendered after the early participation time and are accepted for purchase. Waterfall notes with a lower acceptance priority level than the prorated series of waterfall notes will not be accepted for purchase.
Verizon plans to redeem any group 1 notes not tendered in the offer at par plus the applicable make-whole premium amount.
Consent solicitation
Verizon is also soliciting consents from holders of the group 1 notes in order to shorten the minimum period for giving notice of a redemption to three business days from 30 days.
Holders who tender group 1 notes will be deemed to have delivered their consents to the proposed amendment.
The adoption of the proposed amendment for any series of group 1 notes requires the consent of the holders of more than a majority of the outstanding principal amount of that series, excluding any notes owned by Verizon or its affiliates.
The tender offers and the consent solicitation are each subject to conditions that include the closing of the sale of Verizon's local exchange and related business assets in California, Florida and Texas and Verizon's receipt of at least $9.5 billion of purchase price cash at closing.
The group 1 tender offer is not conditioned on the receipt of the needed consents.
The lead dealer managers and lead solicitation agents are Goldman Sachs & Co. (800 828-3182 or 212 357-1039), RBC Capital Markets, LLC (877 381-2099 or 212 618-7822) and Santander Investment Securities Inc. (855 404-3636 or 212 940-1442). The co-dealer managers are MUFG, CastleOak Securities, LP, Drexel Hamilton, LLC, Samuel A. Ramirez & Co., Inc. and Siebert Brandford Shank & Co., LLC. The information agent and depositary is Global Bondholder Services Corp. (866 470-3800 or 212 430-3774).
Verizon is a New York City-based telecommunications company.
Group 1 offer
| Issuer | Notes | Amount outstanding | Reference Treasury | Fixed spread
|
| Verizon Communications Inc. | 2.5% notes due 2016 | $2,182,335,000 | 0.875% due Sept. 15, 2016 | 30 bps
|
| Verizon Communications Inc. | 2% notes due 2016 | $1.25 billion | 0.375% due Oct. 31, 2016 | 20 bps
|
| Verizon Communications Inc. | 6.35% notes due 2019 | $1.7 billion | 1.5% due March 31, 2019 | 75 bps
|
|
|
| Group 2 offer
|
| Issuer | Notes | Amount outstanding | Reference Treasury | Fixed spread
|
| Verizon Delaware LLC | 8.375% debentures due 2019 | $15 million | 0.75% due Feb. 15, 2019 | 180 bps
|
| Verizon Delaware LLC | 8.625% debentures due 2031 | $15 million | 1.625% due Feb. 15, 2026 | 330 bps
|
| Verizon Maryland LLC | 8% debentures due 2029 | $50 million | 1.625% due Feb. 15, 2026 | 305 bps
|
| Verizon Maryland LLC | 8.3% debentures due 2031 | $100 million | 1.625% due Feb. 15, 2026 | 315 bps
|
| Verizon Maryland LLC | 5.125% debentures due 2033 | $350 million | 3% due Nov. 15, 2045 | 235 bps
|
| Verizon New England Inc. | 7.875% debentures due 2029 | $348,965,000 | 1.625% due Feb. 15, 2026 | 330 bps
|
| Verizon New Jersey Inc. | 8% debentures due 2022 | $200 million | 1.125% due Feb. 28, 2021 | 230 bps
|
| Verizon New Jersey Inc. | 7.85% debentures due 2029 | $148,935,000 | 1.625% due Feb. 15, 2026 | 285 bps
|
| Verizon New York Inc. | 6.5% debentures due 2028 | $100 million | 1.625% due Feb. 15, 2026 | 295 bps
|
| Verizon New York Inc. | 7.375% debentures due 2032 | $500 million | 3% due Nov. 15, 2045 | 280 bps
|
| Verizon Pennsylvania LLC | 6% debentures due 2028 | $125 million | 1.625% due Feb. 15, 2026 | 295 bps
|
| Verizon Pennsylvania LLC | 8.35% debentures due 2030 | $174,975,000 | 1.625% due Feb. 15, 2026 | 330 bps
|
| Verizon Pennsylvania LLC | 8.75% debentures due 2031 | $125 million | 1.625% due Feb. 15, 2026 | 345 bps
|
| Verizon Virginia LLC | 7.875% debentures due 2022 | $100 million | 1.125% due Feb. 28, 2021 | 215 bps
|
| Verizon Virginia LLC | 8.375% debentures due 2029 | $100 million | 1.625% due Feb. 15, 2026 | 320 bps
|
|
|
| Waterfall offer
|
| Issuer | Notes | Amount outstanding | Reference Treasury | Fixed spread
|
| Verizon Communications Inc. | 8.95% notes due 2039 | $353,376,000 | 3% due Nov. 15, 2045 | 245 bps
|
| Alltel Corp. | 7.875% debentures due 2032 | $451,801,000 | 3% due Nov. 15, 2045 | 225 bps
|
| Verizon Communications Inc. | 7.75% notes due 2032 | $250,785,000 | 3% due Nov. 15, 2045 | 220 bps
|
| Verizon Communications Inc. | 7.35% notes due 2039 | $480.33 million | 3% due Nov. 15, 2045 | 245 bps
|
| GTE Corp. | 6.94% debentures due 2028 | $800 million | 1.625% due Feb. 15, 2026 | 225 bps
|
| GTE Corp. | 8.75% debentures due 2021 | $300 million | 1.125% due Feb. 28, 2021 | 140 bps
|
| Verizon Communications Inc. | 7.75% notes due 2030 | $1,206,196,000 | 1.625% due Feb. 15, 2026 | 235 bps
|
| Verizon Communications Inc. | 6.55% notes due 2043 | $6,585,304,000 | 3% due Nov. 15, 2045 | 195 bps
|
| Verizon Communications Inc. | 6.4% notes due 2033 | $2,195,974,000 | 3% due Nov. 15, 2045 | 185 bps
|
| Alltel Corp. | 6.8% debentures due 2029 | $234,621,000 | 1.625% due Feb. 15, 2026 | 235 bps
|
| Verizon Communications Inc. | 6.9% notes due 2038 | $476,578,000 | 3% due Nov. 15, 2045 | 235 bps
|
| Verizon Communications Inc. | 6.25% notes due 2037 | $750 million | 3% due Nov. 15, 2045 | 225 bps
|
| Verizon Communications Inc. | 6.4% notes due 2038 | $866,375,000 | 3% due Nov. 15, 2045 | 235 bps
|
| Verizon Communications Inc. | 5.85% notes due 2035 | $1.5 billion | 3% due Nov. 15, 2045 | 200 bps
|
| Verizon Communications Inc. | 6% notes due 2041 | $1 billion | 3% due Nov. 15, 2045 | 215 bps
|
| Verizon Communications Inc. | 5.15% notes due 2023 | $8,516,519,000 | 1.625% due Feb. 15, 2026 | 95 bps
|
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