PR Newswire
NEW YORK, Nov. 15, 2017
NEW YORK, Nov. 15, 2017 /PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced the commencement of offers to exchange (the "Exchange Offers"), on behalf of certain of its wholly-owned subsidiaries, any and all of the outstanding series of notes listed below (the "Old Notes") for specified series of newly issued debt securities of Verizon (collectively, the "New Notes") (and additional cash amounts for certain series of Old Notes) on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement dated November 15, 2017 (the "Exchange Offer and Consent Solicitation Statement" and, together with the accompanying letter of transmittal and eligibility letter, the "Offer Documents"). Concurrently with the Exchange Offers, Verizon, on behalf of such subsidiaries, is soliciting consents (the "Consent Solicitations") to the proposed amendments (the "Proposed Amendments") to the indentures governing the Old Notes (the "Existing Indentures") in order to, among other things, eliminate certain of the restrictive covenants contained therein, on the terms and subject to the conditions set forth in the Offer Documents. If an Eligible Holder (as defined below) validly tenders Old Notes in an Exchange Offer, such Eligible Holder will be deemed to deliver its consent, with respect to the principal amount of such tendered Old Notes, to the Proposed Amendments. Eligible Holders may neither deliver their consents in a particular Consent Solicitation without tendering Old Notes in the related Exchange Offer, nor may they tender Old Notes in a particular Exchange Offer without delivering their consents with respect to such Old Notes in the related Consent Solicitation. The completion of any Exchange Offer is not conditioned on the receipt of the requisite consents in the related Consent Solicitation.
Only holders who have duly completed and returned an eligibility letter (which can be accessed at the following link: http://gbsc-usa.com/eligibility/verizon) certifying that they are either (1) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (2) non-"U.S. persons" (as defined in Rule 902 under the Securities Act) located outside of the United States and who are "Non-U.S. qualified offerees" (as defined in the eligibility letter) are authorized to receive the Exchange Offer and Consent Solicitation Statement and to participate in the Exchange Offers and Consent Solicitations (each such holder, an "Eligible Holder").
Verizon today also announced the commencement of separate cash tender offers, for its own account and on behalf of certain of its wholly-owned subsidiaries, to purchase 31 series of outstanding notes, including the Old Notes, and consent solicitations for 19 series of outstanding notes, including the Old Notes, on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated November 15, 2017. Consents delivered for a series of Old Notes in connection with the Exchange Offers will be cumulated with the consents delivered for such series of Old Notes in connection with the separate cash tender offers. The cash tender offers and consent solicitations are separate and distinct from the Exchange Offers and Consent Solicitations, and neither the Exchange Offers and Consent Solicitations nor the separate cash tender offers and consent solicitations are conditioned upon the consummation of the other such offer.
The Exchange Offers and Consent Solicitations will each expire at 11:59 p.m. (New York City time) on December 13, 2017 unless extended or earlier terminated by Verizon (such date and time with respect to an Exchange Offer and Consent Solicitation, as the same may be extended with respect to such Exchange Offer and Consent Solicitation, the "Expiration Date"). To be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below), Eligible Holders must validly tender their Old Notes at or prior to 5:00 p.m. (New York City time) on November 29, 2017 unless extended or earlier terminated (such date and time with respect to an Exchange Offer and Consent Solicitation, as the same may be extended with respect to such Exchange Offer and Consent Solicitation, the "Early Participation Date"). The applicable "Total Consideration" payable by Verizon for each $1,000 principal amount of Old Notes that are validly tendered at or prior to the applicable Early Participation Date and accepted by Verizon will consist of (i) the principal amount of the applicable series of New Notes equal to the applicable New Notes Consideration as set forth in the tables below under the heading "New Notes Consideration" (which amounts are inclusive of the Early Participation Payment) (the "New Notes Consideration"), and (ii) in the case of the Adjusted Notes only, the applicable Cash Amount (as defined below) in cash. The "Early Participation Payment" for each series of Old Notes validly tendered at or prior to the applicable Early Participation Date is equal to $50 principal amount of the applicable series of New Notes for each $1,000 principal amount of such Old Notes.
Eligible Holders who validly tender their Old Notes after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will be eligible to receive the consideration (the "Exchange Consideration") for any such series accepted, which will consist, for each $1,000 principal amount of such Old Notes validly tendered and accepted for exchange by Verizon, of (i) the principal amount of the applicable series of New Notes equal to the applicable New Notes Consideration, minus the Early Participation Payment and (ii) in the case of the Adjusted Notes (as defined below) only, the applicable Cash Amount in cash. All Eligible Holders whose Old Notes (and related consents) are accepted in an Exchange Offer and Consent Solicitation will receive a cash payment equal to accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date (as defined below) (the "Accrued Coupon Payment") in addition to their Total Consideration or Exchange Consideration, as applicable. There is no separate consent payment for the Consent Solicitations.
Promptly after the Expiration Date, Verizon will issue a press release specifying, among other things, the aggregate principal amount of Old Notes accepted in each Exchange Offer and Consent Solicitation.
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Old Notes may be validly withdrawn (and related consents may be validly revoked) at any time at or prior to the earlier of (i) 5:00 p.m. (New York City time) on November 29, 2017, unless extended with respect to any Exchange Offer and Consent Solicitation, or (ii) the effectiveness of the supplemental indentures to the corresponding Existing Indentures implementing the applicable Proposed Amendments (such date and time with respect to an Exchange Offer and Consent Solicitation, as the same may be extended with respect to such Exchange Offer and Consent Solicitation, the "Withdrawal and Revocation Date"), but not thereafter.
The Offers are subject to the terms and conditions described in the Exchange Offer and Consent Solicitation Statement, including the "Minimum Issue Condition," pursuant to which, at the applicable Expiration Date, the aggregate principal amount of New Notes to be issued on the Settlement Date pursuant to the Exchange Offers must be at least $75 million with respect to the New Notes due 2022 (as defined below), or $100 million with respect to the New Notes due 2029 and the New Notes due 2032 (each as defined below). Verizon reserves the right, subject to applicable law, to waive any and all conditions to any Exchange Offer and Consent Solicitation.
On the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement, Verizon is offering to exchange the following outstanding securities for the consideration described below:
Offers to Exchange Any and All of the Outstanding Notes Listed Below for New 8.000% Notes due 2022 Issued by Verizon Communications Inc. (the "New Notes due 2022"): | |||||
| | ||||
| Composition of Total Consideration | ||||
CUSIP | Subsidiary Issuer(1) | Title of Security | Principal | New Notes | Cash Amount (for the |
645767AY0 | Verizon New Jersey Inc. | 8.000% Debentures due 2022 | $111,392,000 | $1,000 | N/A |
362320AT0 | GTE LLC | 8.750% Debentures due 2021* | $192,879,000 | $1,002 | N/A |
165087AN7 | Verizon Virginia LLC | 7.875% Debentures due 2022 | $56,009,000 | $980 | N/A |
Offers to Exchange Any and All of the Outstanding Notes Listed Below for New 6.800% Notes due 2029 Issued by Verizon Communications Inc. (the "New Notes due 2029"): | |||||
| | ||||
| Composition of Total Consideration | ||||
CUSIP | Subsidiary Issuer(1) | Title of Security | Principal | New Notes | Cash Amount (for the |
020039AJ2 | Alltel Corporation | 6.800% Debentures due 2029 | $138,677,000 | $1,000 | N/A |
362320BA0 | GTE LLC | 6.940% Debentures due 2028† | $315,309,000 | $826 | $208 |
650094CJ2 | Verizon New York Inc. | 6.500% Debentures due 2028 | $69,404,000 | $960 | N/A |
07786DAA4 | Verizon Pennsylvania LLC | 6.000% Debentures due 2028† | $55,875,000 | $777 | $195 |
165087AL1 | Verizon Virginia LLC | 8.375% Debentures due 2029† | $9,031,000 | $984 | $159 |
165069AP0 | Verizon Maryland LLC | 8.000% Debentures due 2029*† | $27,358,000 | $962 | $153 |
078167AZ6 | Verizon Pennsylvania LLC | 8.350% Debentures due 2030† | $31,343,000 | $1,029 | $119 |
165069AQ8 | Verizon Maryland LLC | 8.300% Debentures due 2031*† | $21,314,000 | $1,047 | $99 |
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