Verizon Announces Tender Offer for Eight Tranches of Notes of Verizon and its Subsidiaries

NEW YORK, March 10, 2014 /PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced the commencement of a tender offer for cash for any and all of the following series of notes (the "Notes") (for each series of Notes, an "Offer" and, collectively, the "Offers"):

• $1,000,000,000 outstanding aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018 (the "Cellco 8.50% Notes");¹
• $1,300,000,000 outstanding aggregate principal amount of Verizon 8.75% Notes due 2018;
• $300,000,000 outstanding aggregate principal amount of Alltel Corporation 7.00% Debentures due 2016;
• $1,250,000,000 outstanding aggregate principal amount of Verizon 5.55% Notes due 2016;
• $750,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2017;
• $600,000,000 outstanding aggregate principal amount of GTE Corporation 6.84% Debentures due 2018;
• $1,500,000,000 outstanding aggregate principal amount of Verizon 6.10% Notes due 2018; and
• $1,500,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2018.

(1) On February 28, 2014, Cellco Partnership and Verizon Wireless Capital LLC issued a partial redemption for $1.25 billion of the $2.25 billion outstanding aggregate principal amount of the Cellco 8.50% Notes. In accordance with DTC procedures, the Cellco 8.50% Notes that are subject to this partial redemption may not be tendered in connection with the Offer.  As a result, only $1.00 billion in aggregate principal amount of Cellco 8.50% Notes is available to be tendered in connection with the Offer.

The Offers are each subject to the terms and conditions, including a financing condition, set forth in the Offer to Purchase, dated March 10, 2014, relating thereto (the "Offer to Purchase").  The aggregate outstanding principal amount of the Notes that is available to be tendered is $8.20 billion.

For each $1,000 principal amount of each series of Notes validly tendered and accepted, the holders will receive the applicable price (the "Purchase Price") calculated in accordance with the Offer to Purchase.  In addition to the applicable Purchase Price, accrued and unpaid interest on such series of Notes from and including the last interest payment date for such series of Notes to, but not including, the settlement date, will be paid (the "Total Consideration").

The applicable Purchase Price for each series of Notes is intended to result in a yield to maturity of such Notes equal to the yield to maturity of the applicable UST reference security specified in the table below, based on the bid-side price of such UST reference security as displayed on Bloomberg Reference Page "FIT1" as of 2:00 p.m., New York City Time, on Monday, March 17, 2014, plus the applicable fixed spread specified in the table below.

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(1) Reflects the partial redemption issued for this series of Notes, as described above.

(2) Per $1,000 principal amount of Notes, assuming that the yield to maturity of the applicable UST reference security had been measured at 2:00 p.m., New York City time, on March 7, 2014 and assuming a hypothetical settlement date of March 19, 2014.

Holders must validly tender and not validly withdraw their Notes at or prior to the Expiration Time (as defined below), and have their Notes accepted for purchase in the Offers in order to be eligible to receive the applicable Purchase Price. 

The Offers are scheduled to expire at 5:00 p.m., New York City Time, on Monday, March 17, 2014, unless extended or earlier terminated by Verizon (the "Expiration Time").  Tendered Notes may be withdrawn at any time at or prior to the Expiration Time.

Upon the terms and conditions described in the Offer to Purchase, payment for Notes accepted for purchase will be made promptly after the Expiration Time. 

The Offer for each series of Notes is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering by Verizon (the "New Offering") on terms and conditions (including, but not limited to, the amount of proceeds raised in the New Offering being sufficient to fund the purchase of all Notes of such series (after purchasing all tendered Notes of each series with a higher Acceptance Priority Level (as defined below)) tendered in the applicable Offer) satisfactory to Verizon (the "Financing Condition").  Subject to applicable law, Verizon may also terminate, extend or amend an Offer with respect to one or more series of Notes at any time at or before the Expiration Time in its sole discretion.

If the Financing Condition is not satisfied for every series of Notes due to the amount of proceeds of the New Offering being less than the aggregate of the Total Consideration for all validly tendered Notes of all series of Notes, then Verizon will, in accordance with the acceptance priority levels set forth in the table above (each, an "Acceptance Priority Level") (with 1 being the highest Acceptance Priority Level and 8 being the lowest Acceptance Priority Level), accept for purchase all Notes of each series validly tendered so long as the amount of proceeds from the New Offering is equal to or greater than the aggregate of the Total Consideration for all validly tendered Notes of such series and each series with a higher Acceptance Priority Level.  All Notes of a series validly tendered having a higher Acceptance Priority Level will be accepted before any validly tendered Notes having a lower Acceptance Priority Level are accepted. 

For (i) the first series of Notes for which the amount of proceeds from the New Offering is less than the aggregate of the Total Consideration for all validly tendered Notes of such series and the Total Consideration for all validly tendered Notes of all series with a higher Acceptance Priority Level and (ii) all series of Notes with an Acceptance Priority Level lower than the series of Notes specified in (i) above (collectively, the "Non-Covered Notes"), Verizon may, at any time at or prior to Expiration Time:

• terminate the Offer with respect to one or more series of Non-Covered Notes for which the Financing Condition has not been waived and promptly return all validly tendered Notes of such series to the respective tendering holders; or
• waive the Financing Condition with respect to one or more series of Non-Covered Notes and accept all Notes of such series validly tendered and not previously withdrawn. 

If the Financing Condition is not satisfied with respect to any series of Notes, Verizon may terminate the Offer with respect to such series of Non-Covered Notes only if Verizon also terminates the Offer for each series of Non-Covered Notes with a lower Acceptance Priority Level, if any.

If the Financing Condition is not satisfied with respect to any series of Notes, Verizon may waive the Financing Condition with respect to such series of Non-Covered Notes only if Verizon also waives the Financing Condition for each series of Non-Covered Notes with a higher Acceptance Priority Level, if any.

If any series of Notes is accepted for purchase pursuant to the Offers, all validly tendered Notes of that series will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Offers.

Verizon has retained Citigroup Global Markets Inc., Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC to act as the dealer managers (together, the "Dealer Managers") for the Offers. Global Bondholder Services Corporation will act as the Information Agent and the Depositary for the Offers. Questions regarding the Offers should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Mitsubishi UFJ Securities (USA), Inc. at (212) 405-7481 (collect), RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll-free) or (212) 430-3774 (collect).

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The Offers are being made solely pursuant to the Offer to Purchase and related documents. The Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of Verizon by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. 

In addition, this announcement is not an offer to sell or the solicitation of an offer to buy with respect to any securities issued in the New Offering nor shall there be any sale of the securities issued in the New Offering in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Verizon has filed a registration statement on Form S-3 (including a prospectus) with the SEC for the New Offering.  Interested parties should read the prospectus in that registration statement, the preliminary prospectus supplement for the New Offering and the other documents that Verizon has filed with the SEC that are incorporated by reference into the preliminary prospectus supplement for more complete information about Verizon and the New Offering.  These documents are available at no charge by visiting EDGAR on the SEC Web site at www.sec.gov. 

Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York, is a global leader in delivering broadband and other wireless and wireline communications services to consumer, business, government and wholesale customers. Verizon Wireless operates America's most reliable wireless network, with nearly 103 million retail connections nationwide. Verizon also provides converged communications, information and entertainment services over America's most advanced fiber-optic network, and delivers integrated business solutions to customers in more than 150 countries. A Dow 30 company with more than $120 billion in 2013 revenues, Verizon employs a diverse workforce of 176,800. For more information, visit www.verizon.com.

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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.