The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering by Verizon (the "Notes Offering") on terms and conditions (including, but not limited to, the amount of proceeds raised in the Notes Offering) satisfactory to Verizon. Subject to applicable law, Verizon may also terminate the Tender Offer at any time at or before the Expiration Time in its sole discretion.
Verizon intends to use the proceeds from the Notes Offering for one or more of the following purposes:
- the retirement prior to maturity of all or a portion of one or more of the following series of securities:
- 4.35% notes due 2013 issued by Verizon in an aggregate principal amount of $750,000,000;
- 4.625% debentures, series A due 2013 issued by our subsidiary, Verizon Virginia Inc., in an aggregate principal amount of $1,000,000,000; and
- 8.75% notes due 2018 issued by Verizon in an aggregate principal amount of $2,000,000,000;
- the purchase of any and all Notes that are validly tendered in connection with the Tender Offer; and
- general corporate purposes.
Verizon has retained Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC to act as the dealer managers (together, the "Dealer Managers") for the Tender Offer. Global Bondholder Services Corporation will act as the Information Agent and the Depositary for the Tender Offer. Questions regarding the Tender Offer should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-6436 (collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (toll-free) or (646) 855-3401 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 736-2200 (toll-free) or (212) 430-3774 (collect).
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