Verizon Announces Exchange Offers for Certain Outstanding Notes From Eligible Holders

NEW YORK, July 23, 2014 /PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today announced the commencement of eleven separate private offers to exchange (the "Exchange Offers") specified series of debt securities issued by Verizon and by Alltel Corporation (an indirect wholly owned subsidiary of Verizon) (collectively, the "Old Notes") for new debt securities to be issued by Verizon (the "New Notes") in accordance with the terms of the Exchange Offers.

The Exchange Offers are being conducted by Verizon upon the terms and subject to the conditions set forth in a confidential offering memorandum, dated July 23, 2014 (the "Offering Memorandum").

The table below lists the series of Old Notes included in the 2020 Exchange Offers:

The table below lists the series of Old Notes included in the 2046 Exchange Offers:

The table below lists the series of Old Notes included in the 2054 Exchange Offers:

(1)       Payable in principal amount of the applicable series of New Notes per each $1,000 principal amount of the specified series of Old Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date (as defined below) and accepted for exchange.  

(2)       Hypothetical Total Exchange Price (as defined below) is based on the fixed spread for the applicable series of Old Notes to the yield of the Reference U.S. Treasury Security for that series as of 11:00 a.m. (New York City time) on July 22, 2014.  The information provided in the above tables is for illustrative purposes only.  Verizon makes no representation with respect to the actual consideration that may be paid, and such amounts may be greater or less than those shown in the above table depending on the yield of the applicable Reference U.S. Treasury Security as of the Price Determination Date (as defined below).  Eligible Holders (as defined below) who validly tender Old Notes of any particular series after the Early Participation Date, but at or prior to the Expiration Date (as defined below), will receive the Total Exchange Price for such series minus the applicable Early Participation Payment set forth above (the "Exchange Price").

(3)       Issued by Verizon.

(4)       Issued by Alltel Corporation.

Subject to the terms and conditions of the Exchange Offers, we will accept for exchange the Old Notes of any series validly tendered in the 2020 Exchange Offers, the 2046 Exchange Offers and the 2054 Exchange Offers, respectively, in accordance with the applicable "Acceptance Priority Level" (in numerical priority order) for such series as set forth in the corresponding table for such group of Exchange Offers above (each, an "Acceptance Priority Level"), with Acceptance Priority Level 1 being the highest priority level.  All Old Notes validly tendered in the Exchange Offers subject to a particular Maximum Exchange Amount that have a higher Acceptance Priority Level will be accepted for exchange before any validly tendered Old Notes in the Exchange Offers subject to the same Maximum Exchange Amount that have a lower Acceptance Priority Level are accepted.  If the remaining available portion of the applicable Maximum Exchange Amount is not adequate to permit the acceptance for exchange of all of the validly tendered Old Notes having a particular Acceptance Priority Level, we will allocate such available Maximum Exchange Amount among the aggregate principal amount of such validly tendered Old Notes having such Acceptance Priority Level on a pro rata basis, and any validly tendered Old Notes having a lower Acceptance Priority Level will not be accepted for exchange. 

The Exchange Offers will expire at 11:59 p.m. (New York City time) on August 19, 2014, unless extended by Verizon (the "Expiration Date"). The Total Exchange Price for each series of Old Notes, as well as the coupon rate for each series of New Notes, will be calculated at 11:00 a.m. (New York City time) on August 5, 2014, unless extended by Verizon (the "Price Determination Date"). 

Eligible Holders that validly tender and do not validly withdraw their Old Notes at or prior to 5:00 p.m. (New York City time) on August 5, 2014 (unless extended by Verizon, the "Early Participation Date") will be eligible to receive the applicable Total Exchange Price, which includes the applicable early participation payment for the tendered Old Notes as set forth in the corresponding tables above (the "Early Participation Payment"). Eligible Holders of Old Notes who validly tender after the Early Participation Date, but at or prior to the Expiration Date, will be eligible to receive the applicable Exchange Price, which is the applicable Total Exchange Price minus the applicable Early Participation Payment. For each series of Old Notes, the Total Exchange Price and Exchange Price will be paid in a principal amount of applicable New Notes equal to such Total Exchange Price or Exchange Price, respectively.

Tenders of Old Notes in the Exchange Offers may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on August 5, 2014, unless extended by Verizon (the "Withdrawal Date"), but not thereafter, unless additional withdrawal rights are required by law. Subject to applicable law, Verizon, in its sole discretion, may extend the Early Participation Date or the Expiration Date for any reason, with or without extending the Withdrawal Date.

The "Total Exchange Price" per $1,000 principal amount of each series of Old Notes will be equal to the price (rounded to the nearest cent per $1,000 principal amount of Old Notes), determined in accordance with standard market practice, as described in the Offering Memorandum, that equates to the yield to maturity (the "Exchange Offer Yield") equal to the sum of:

(i)  the yield, as calculated by the lead dealer managers for the Exchange Offers in accordance with standard market practice, that equates to the bid-side price of the Reference U.S. Treasury Security specified in the corresponding tables above for such series of Old Notes appearing at the Price Determination Date on the Bloomberg reference page specified in the corresponding tables above for such series of Old Notes (or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous) plus

(ii) the fixed spread specified in the corresponding tables above for such series of Old Notes.

In addition to the applicable Total Exchange Price or applicable Exchange Price, Eligible Holders whose Old Notes are accepted for exchange will be paid accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date.

Each series of New Notes will bear interest at a rate per annum equal to the sum of (i) the yield of the applicable Reference U.S. Treasury Security, as calculated by the lead dealer managers in accordance with standard market practice, that equates to the bid-side price of such applicable Reference U.S. Treasury Security appearing at the Price Determination Date on the applicable Bloomberg reference page, or any other recognized quotation source selected by the lead dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, plus (ii) the applicable spread for such series of New Notes, such sum rounded to the third decimal place when expressed as a percentage.  The applicable Reference U.S. Treasury Security, applicable Bloomberg reference page and applicable spread for each series of New Notes are as follows:

Consummation of the Exchange Offers is subject to the satisfaction of certain conditions, including (1) certain customary conditions, including the absence of certain adverse legal and market developments, (2) where applicable, the Yield Condition (as described in the Offering Memorandum) and (3) the Accounting Treatment Condition (as described in the Offering Memorandum).  No Exchange Offer is conditioned upon any minimum amount of Old Notes being tendered or the consummation of any other Exchange Offer, and, subject to applicable law, each Exchange Offer may be amended, extended or terminated individually.

The "Settlement Date" for the Exchange Offers will be promptly following the Expiration Date and is expected to be August 21, 2014, which is the second business day after the Expiration Date.  Verizon will not receive any cash proceeds from the Exchange Offers.

The Exchange Offers are being extended only (1) to holders of Old Notes that are "Qualified Institutional Buyers" as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), in a private transaction in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Old Notes other than "U.S. persons" (as defined in Rule 902 under Regulation S of the U.S. Securities Act) and who are not acquiring New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and who are "Non-U.S. qualified offerees" (as defined in the Offering Memorandum) (each of the foregoing, an "Eligible Holder"), and in each case who have certified in an eligibility letter certain matters to Verizon, including the above status.  Only Eligible Holders who have completed and returned an eligibility letter are authorized to receive the Offering Memorandum and to participate in the Exchange Offers.  Holders of Old Notes who desire a copy of the eligibility letter may contact Global Bondholder Services Corporation toll-free at (866) 470-3800 or at (212) 430-3774 (banks and brokerage firms).

Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers before the deadlines specified herein and in the Offering Memorandum. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum.

If and when issued, the New Notes will not be registered under the U.S. 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 U.S. Securities Act and any applicable state securities laws. Verizon will enter into a registration rights agreement with respect to the New Notes.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offers are being made solely by the Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.

This communication has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this communication is not being directed at persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply.

In particular, this communication is only addressed to and directed at: (A) in any Member State of the European Economic Area that has implemented the Prospectus Directive (as defined below), qualified investors in that Member State within the meaning of the Prospectus Directive and (B) (i) persons that are outside the United Kingdom or (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or within Article 43 of the Financial Promotion Order, or to other persons to whom it may otherwise lawfully be communicated by virtue of an exemption to Section 21(1) of the FSMA or otherwise in circumstance where it does not apply (such persons together being "relevant persons"). The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Offering Memorandum or any of its contents. For purposes of the foregoing, the "Prospectus Directive" means the Prospectus Directive 2003/71/EC, as amended, including pursuant to Directive 2010/73/EU.

Cautionary Statement Regarding Forward-Looking Statements

In this communication we have made forward-looking statements.  These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations.  Forward-looking statements also include those preceded or followed by the words "anticipates," "believes," "estimates," "hopes" or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors, along with those discussed in our filings with the Securities and Exchange Commission (the "SEC"), could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: the ability to realize the expected benefits of our transaction with Vodafone in the timeframe expected or at all; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of further financing; significantly increased levels of indebtedness as a result of the Vodafone transaction; changes in tax laws or treaties, or in their interpretation; adverse conditions in the U.S. and international economies; material adverse changes in labor matters, including labor negotiations, and any resulting financial and/or operational impact; material changes in technology or technology substitution; disruption of our key suppliers' provisioning of products or services; changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks; breaches of network or information technology security, natural disasters, terrorist attacks or acts of war or significant litigation and any resulting financial impact not covered by insurance; the effects of competition in the markets in which we operate; changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; significant increases in benefit plan costs or lower investment returns on plan assets; and the inability to implement our business strategies.

SOURCE Verizon Communications Inc.

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