PR Newswire
NEW YORK, Dec. 14, 2017
NEW YORK, Dec. 14, 2017 /PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced the final results, as of 11:59 p.m. (New York City time) on December 13, 2017 (the "Expiration Date"), of its previously announced (i) offers, on behalf of certain of its wholly-owned subsidiaries, to exchange any and all of the outstanding series of notes listed below (collectively, the "Old Notes") for specified series of newly issued debt securities of Verizon (collectively, the "New Notes") (and additional cash amounts for specified series of Old Notes) (the "Exchange Offers") and (ii) solicitations of consents, on behalf of such subsidiaries, to the proposed amendments (the "Proposed Amendments") to the indentures governing the Old Notes in order to, among other things, eliminate certain of the restrictive covenants contained therein (the "Consent Solicitations"), in each case on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement dated November 15, 2017, such terms as amended by Verizon's press release relating to the Exchange Offers and Consent Solicitations (the "Early Results Press Release") dated November 30, 2017 (the "Exchange Offer and Consent Solicitation Statement" and, together with the accompanying letter of transmittal and eligibility letter, the "Offer Documents").
Verizon today also announced the final results of its separate, previously announced cash tender offers, for its own account and on behalf of certain of its wholly-owned subsidiaries, to purchase 31 series of their outstanding notes, including each series of the Old Notes, and consent solicitations for 19 series of outstanding notes, including each series of the Old Notes (the "Separate Consent Solicitations"). Consents delivered for a series of Old Notes in connection with the Exchange Offers were cumulated with the consents delivered for such series in connection with the Separate Consent Solicitations. The cash tender offers are separate and distinct from the Exchange Offers, and neither the Exchange Offers nor the separate cash tender offers are conditioned upon the consummation of such other offers.
Verizon's obligation to accept Old Notes (and the related consents) tendered in the Exchange Offers and Consent Solicitations was subject to the terms and conditions described in the Offer Documents, including the Minimum Issue Condition (as defined in the Early Results Press Release). As of the Expiration Date, the Minimum Issue Condition was satisfied with respect to the New Notes due 2029 and the New Notes due 2032 (each as defined below), but was not satisfied with respect to the New Notes due 2022 (as defined below). Accordingly, Eligible Holders (as defined below) of the Verizon New Jersey Inc. 8.000% Debentures due 2022, the GTE LLC 8.750% Debentures due 2021 and the Verizon Virginia LLC 7.875% Debentures due 2022 (collectively, the "Cash Consideration Notes") who either elected the Cash Reversion Option (as defined in the Exchange Offer and Consent Solicitation Statement) or did not elect to have their tendered Cash Consideration Notes returned to them and whose Cash Consideration Notes were accepted by Verizon (the "Cash Consideration Holders") will receive the Total Cash Consideration, which includes the Early Participation Payment (each as defined in the Exchange Offer and Consent Solicitation Statement), on December 15, 2017 (the "Settlement Date"). The related consents delivered by the Cash Consideration Holders remain validly delivered for purposes of the Consent Solicitations. The related consents delivered by Eligible Holders who elected to have their tendered Cash Consideration Notes returned to them have been deemed validly revoked for purposes of the Consent Solicitations. Except as described above, all other conditions to the Exchange Offers and Consent Solicitations were deemed to be satisfied or waived by Verizon as of the Expiration Date.
Verizon has accepted all Old Notes (and the related consents) validly tendered and not validly withdrawn (except for the Cash Consideration Notes that Eligible Holders elected to have returned) at or prior to the Expiration Date. The first table below sets forth the principal amount of each series of Cash Consideration Notes accepted for purchase and the Total Cash Consideration payable on the Settlement Date, which is based on the previously announced pricing terms for the separate cash tender offers. The second and third tables below set forth the principal amount of each series of Old Notes accepted for exchange and the previously announced Total Consideration (as defined in the Exchange Offer and Consent Solicitation Statement), which includes the Early Participation Payment, payable on the Settlement Date:
Cash Consideration Payable to Cash Consideration Holders | ||||||||||
in Lieu of 8.000% Notes due 2022 Issued by Verizon Communications Inc. (the "New Notes due 2022"): | ||||||||||
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| ||||||||||
CUSIP | Subsidiary Issuer(1) | Title of Security | Principal |
Aggregate Principal Amount Outstanding Accepted | Percentage of | Reference U.S. | Bloomberg Reference Page |
Fixed | Offer Yield(3) | Total Cash |
645767AY0 | Verizon New Jersey Inc. | 8.000% Debentures due | $111,392,000 | — | — | 2.000% due | FIT1 | 65 | 2.756% | $1,218.70 |
362320AT0 | GTE LLC | 8.750% Debentures due | $192,879,000 | $2,050,000 | 1.06% | 2.000% due | FIT1 | 60 | 2.706% | $1,221.03 |
165087AN7 | Verizon Virginia LLC | 7.875% Debentures due | $56,009,000 | $18,000,000 | 32.14% | 2.000% due | FIT1 | 70 | 2.806% | $1,194.24 |
Offers to Exchange Any and All of the Outstanding Notes Listed Below | |||||||
for New 6.800% Notes due 2029 Issued by Verizon Communications Inc. (the "New Notes due 2029"): | |||||||
| |||||||
| | | | | | Composition of Total Consideration | |
CUSIP | Subsidiary Issuer(1) | Title of Security | Principal |
Aggregate Principal Amount Outstanding Accepted | Percentage of | New Notes | Cash Amount |
020039AJ2 | Alltel Corporation | 6.800% Debentures due 2029 | $138,677,000 | $22,260,000 | 16.05% | $1,000 | N/A |
362320BA0 | GTE LLC | 6.940% Debentures due 2028† | $315,309,000 | $41,945,000 | 13.30% | $826 | $208 |
650094CJ2 | Verizon New York Inc. | 6.500% Debentures due 2028 | $69,404,000 | $33,863,000 | 48.79% | $960 | N/A |
07786DAA4 | Verizon Pennsylvania LLC | 6.000% Debentures due 2028† | $55,875,000 | $11,006,000 | 19.70% | $777 Werbung Mehr Nachrichten zur Verizon Communications Inc Aktie kostenlos abonnieren
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