June 12, 2014
/PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ; LSE: VZC) today announced the early tender results of its previously announced private offer to exchange (the "Exchange Offer") up to all of Cellco Partnership's and Verizon Wireless Capital LLC's £600,000,000 outstanding aggregate principal amount of 8.875% Notes due
December 18, 2018
(the "Existing Notes") for Verizon's new sterling-denominated 4.073% notes due 2024 (the "New Notes") and an amount of cash.
Based on information provided by Lucid Issuer Services Limited, the exchange agent and information agent for the Exchange Offer, the aggregate principal amount of Existing Notes validly tendered for exchange and not validly withdrawn at or prior to the early participation date for the Exchange Offer (
June 11, 2014
) was £540,551,000.00, which will satisfy the minimum issue condition of the Exchange Offer. The accounting treatment condition of the Exchange Offer also has been satisfied. All of such tendered Existing Notes have been accepted for exchange.
The early settlement date is expected to be
June 18, 2014
, and will apply to all Existing Notes validly tendered, and not validly withdrawn, as of the early participation date, and accepted for exchange pursuant to the terms and conditions of the Exchange Offer. Verizon expects that it will issue £678,369,000.00 aggregate principal amount of New Notes, and will make a cash payment in the aggregate amount of £21,747,249.69, in satisfaction of the total exchange price on such tendered Existing Notes (not including accrued and unpaid interest on the Existing Notes, which will be payable by Verizon in addition to the total exchange price).
In accordance with the terms of the Exchange Offer, tendered Existing Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. The Exchange Offer will expire at the expiration date (
June 25, 2014
), unless extended by Verizon. The final settlement date is expected to be
June 27, 2014
, and will apply to all Existing Notes validly tendered after the early participation date, but at or prior to the expiration date, and accepted for exchange pursuant to the terms and conditions of the Exchange Offer.
The complete terms of the Exchange Offer are described in the confidential exchange offer memorandum, dated
May 29, 2014
(the "Exchange Offer Memorandum"). Verizon reserves the right, subject to applicable law, to extend, terminate or otherwise amend the terms of the Exchange Offer.
The Exchange Offer is being conducted by Verizon upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum. The Exchange Offer is being extended only (1) to holders of Existing 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 Existing 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 Exchange Offer Memorandum) (each of the foregoing, an "Eligible Holder").
Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing 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 Offer before the deadlines specified herein and in the Exchange Offer 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 Exchange Offer 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.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.