Verizon announces tender offers / consent solicitations for 31 series of Verizon and certain of its subsidiaries' notes

NEW YORK, Nov. 15, 2017

Verizon today also announced the commencement of separate exchange offers and consent solicitations, on behalf of certain of its wholly-owned subsidiaries, to exchange 18 series of the Subsidiary Notes (the GTE LLC 6.840% Debentures due 2018 are not included in the separate exchange offers and consent solicitations) for new notes issued by Verizon, 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").  Only holders who have duly completed and returned an eligibility letter 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 related eligibility letter) are authorized to receive the Exchange Offer and Consent Solicitation Statement and to participate in the exchange offers and consent solicitations thereunder.  Consents delivered for a series of Subsidiary Notes in connection with the Tender Offers will be cumulated with the consents delivered for such series of Subsidiary Notes in connection with the separate exchange offers.  The exchange offers and consent solicitations are separate and distinct from the Tender Offers and Consent Solicitations, and neither the Tender Offers and Consent Solicitations nor the separate exchange offers and consent solicitations are conditioned upon the consummation of such other offer.

The Tender 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 a Tender Offer and Consent Solicitation, as the same may be extended with respect to such Tender 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), holders of Notes (each, a "Holder," and collectively, "Holders") must validly tender their 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 a Tender Offer and Consent Solicitation, as the same may be extended with respect to such Tender Offer and Consent Solicitation, the "Early Participation Date").  Holders who validly tender their Notes after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will be eligible to receive the Tender Consideration (as defined below).  All Holders whose Notes (and, with respect to the Subsidiary Notes only, related consents) are accepted in a Tender Offer and Consent Solicitation, as applicable, will receive a cash payment equal to accrued and unpaid interest on such Notes to, but not including, the Settlement Date (as defined below) (the "Accrued Coupon Payment") in addition to their Total Consideration or Tender Consideration, as applicable.  There is no separate consent payment for the Consent Solicitations.

Notes may be validly withdrawn and, for purposes of the Subsidiary Notes, consents to the applicable Proposed Amendments 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 Tender Offer and Consent Solicitation, or (ii) the effectiveness of the supplemental indentures to the corresponding Existing Indentures implementing the applicable Proposed Amendments, but not thereafter.

Verizon is offering to accept for purchase validly tendered Notes using a "waterfall" methodology under which Notes will be accepted in the order of their Acceptance Priority Levels listed below, subject to the Waterfall Cap (as defined below).  The Tender Offers and Consent Solicitations are subject to the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement, including (i) the Acceptance Priority Procedures (as described below) and (ii) a $1.0 billion cap (the "Waterfall Cap") on the total cash Verizon pays to purchase Notes validly tendered under the Tender Offers and Consent Solicitations (excluding the applicable Accrued Coupon Payments).

On the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, Verizon is offering to purchase the following outstanding securities for the consideration described below: