Verizon Communications Inc.

02/11/2019 | Press release | Distributed by Public on 02/11/2019 13:24

Current Report

The New Notes will mature on December 3, 2029 and will bear interest at a rate per annum (the 'New Notes Coupon') that will be equal to the sum of (a) the yield of the 2.625% U.S. Treasury Security due February 15, 2029, as calculated by the lead dealer managers in accordance with standard market practice and as described in the Offering Memorandum, plus (b)130 basis points, such sum rounded to the third decimal place when expressed as a percentage. Pursuant to the Minimum Issue Requirement, Verizon will not complete the Exchange Offers if the aggregate principal amount of New Notes to be issued would be less than $1,000,000,000.

Promptly after 11:00 a.m. (Eastern time) on February 25, 2019, unless extended with respect to an Exchange Offer (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Offer, the 'Price Determination Date'), Verizon will issue a press release specifying, among other things, (i) the Total Exchange Price for each series of Fixed Rate Notes, (ii) the New Notes Coupon (as defined above), (iii) the aggregate principal amount of Old Notes validly tendered at or prior to the applicable Early Participation Date and accepted for exchange in each Exchange Offer, (iv) the proration factor (if any) to be applied and (v) the aggregate principal amount of New Notes to be issued on the applicable Early Settlement Date.

If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Verizon will enter into a registration rights agreement with respect to the New Notes.

Global Bondholder Services Corporation will act as the Information Agent and the Exchange Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers, including for assistance in completing an eligibility letter, or for additional copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The eligibility letter can be accessed at the following link http://gbsc-usa.com/eligibility/verizon.

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If Verizon terminates any Exchange Offer with respect to one or more series of Old Notes, it will give prompt notice to the Exchange Agent and all Old Notes tendered pursuant to such terminated Exchange Offer will be returned promptly to the tendering holders thereof. With effect from such termination, any Old Notes blocked in DTC will be released.