Verizon prices offers for eight series, accepts all early tenders

By Marisa Wong

Morgantown, W.Va., Sept. 19 – Verizon Communications Inc. announced the accepted amounts and pricing terms of its eight separate tender offers for eight series of notes.

Verizon said it will accept for purchase all of the notes tendered by 5 p.m. ET on Sept. 18, the early participation date.

The company said that all conditions to the offers have either been satisfied as of the early participation date or been waived, so it will settle all early tendered notes on Sept. 21.

As announced Sept. 5, Verizon is offering to pay up to $2.5 billion for tendered notes using a “waterfall” method until 11:59 p.m. ET on Oct. 2.

Since the aggregate purchase price of the notes tendered by the early deadline did not exceed the waterfall cap, Verizon will continue to accept notes for purchase up to the cap until the expiration of the offers.

Holders who tendered their notes by the early participation date will receive the total purchase price, which includes an early premium of $50 per $1,000 principal amount.

Pricing for each series of notes was calculated at 11 a.m. ET on Sept. 19 using the yield of the 3.125% U.S. Treasury due May 15, 2048 plus a fixed spread.

Holders who tender after the early deadline will receive the tender offer price, which is the total amount less the early premium.

The company will also pay accrued interest to but excluding the settlement date. Interest is excluded from the $2.5 billion cap on the total cash that Verizon pays to purchase the tendered notes.

Verizon received tenders for the following amounts as of the early deadline, all of which have been accepted for purchase, with the notes listed in order of acceptance priority level:

• $577,466,000, or 11.42%, of its $5,058,023,000 of 4.672% notes due 2055, with pricing based on a fixed spread of 195 basis points for a total consideration of $914.97 per $1,000 principal amount;

• $381,118,000, or 9.73%, of its $3,916,232,000 of 5.012% notes due 2049, with pricing based on a fixed spread of 180 bps for a total consideration of $995.00 per $1,000 principal amount;

• $419,706,000, or 8.08%, of its $5,195,586,000 of 5.012% notes due 2054, with pricing based on a fixed spread of 200 bps, for a total consideration of $962.61 per $1,000 principal amount;

• $164,023,000, or 3.66%, of its $4,481,503,000 4.862% notes due 2046, with pricing based on a fixed spread of 180 bps for a total consideration of $972.86 per $1,000 principal amount;

• $70 million, or 4.23%, of its $1,652,920,000 4.812% notes due 2039, with pricing based on a fixed spread of 170 bps for a total consideration of $983.11 per $1,000 principal amount;

• $144,309,000, or 3.08%, of its $4,692,468,000 4.522% notes due 2048, with pricing based on a fixed spread of 180 bps for a total consideration of $919.74 per $1,000 principal amount;

• $54,951,000, or 3.71%, of its $1,479,579,000 of 4.125% notes due 2046, with pricing based on a fixed spread of 180 bps for a total consideration of $863.15 per $1,000 principal amount; and

• $63,889,000, or 5.11%, of its $1.25 billion of 3.85% notes due 2042, with pricing based on a fixed spread of 175 bps for a total consideration of $840.62 per $1,000 principal amount.

Notes tendered by the early deadline have priority over notes tendered afterward, regardless of priority level.

Tenders may no longer be withdrawn.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106), J.P. Morgan Securities LLC (866 834-4666 or 212 834-4811), RBC Capital Markets, LLC (877 381-2099 or 212 618-7822) and Wells Fargo Securities, LLC (866 309-6316 or 704 410-4756) are lead dealer managers for the offers. ICBC Standard Bank plc, Loop Capital Markets LLC, Blaylock Van, LLC and C.L. King & Associates, Inc. are co-dealer managers.

Global Bondholder Services Corp. (866 470-4300 or 212 430-3774) is tender agent and information agent.

Verizon is a New York-based telecommunications company.

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