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Donnerstag, 14.12.2017 14:05 von | Aufrufe: 132

Verizon announces final results of its private exchange offers / consent solicitations for 18 series of notes

Das Verizon-Gebäude in New York. © tupungato/iStock Editorial / Getty Images Plus/Getty Images

PR Newswire

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 Communications Inc.

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
Number

Subsidiary Issuer(1)

Title of Security

Principal
Amount
Outstanding

 

Aggregate Principal Amount Outstanding Accepted

Percentage of
Principal
Amount
Outstanding
Accepted

Reference U.S.
Treasury
Security(2)

Bloomberg Reference Page

 

Fixed
Spread
(Basis
Points)(2)

Offer Yield(3)

Total Cash
Consideration(4
)

645767AY0

Verizon New Jersey Inc.

8.000% Debentures due
2022

$111,392,000

2.000% due
10/31/2022

FIT1

65

2.756%

$1,218.70

362320AT0

GTE LLC

8.750% Debentures due
2021

$192,879,000

$2,050,000

1.06%

2.000% due
10/31/2022

FIT1

60

2.706%

$1,221.03

165087AN7

Verizon Virginia LLC

7.875% Debentures due
2022

$56,009,000

$18,000,000

32.14%

2.000% due
10/31/2022

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
Number

Subsidiary Issuer(1)

Title of Security

Principal
Amount
Outstanding

 

Aggregate Principal Amount Outstanding Accepted

Percentage of
Principal Amount
Outstanding
Accepted

New Notes
Consideration (5)

Cash Amount
(for the
Adjusted Notes
Only) (6)

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

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