Verizon announces private exchange offers for 10 series of notes and related tender offers open to certain investors

NEW YORK, June 12, 2025 (GLOBE NEWSWIRE) -- Verizon Communications Inc. ("Verizon”) (NYSE, Nasdaq: VZ) today announced the commencement of two related transactions to repurchase 10 series of its outstanding notes listed in the tables below.

Exchange Offers

The first transaction consists of 10 separate private offers to exchange (the "Exchange Offers”) any and all of the outstanding series of notes listed in the table below (collectively, the "Old Notes”) in exchange for newly issued debt securities of Verizon (the "New Notes”), on the terms and subject to the conditions set forth in the Offering Memorandum dated June 12, 2025 (the "Offering Memorandum”), the eligibility letter (the "Eligibility Letter”) and the accompanying exchange offer notice of guaranteed delivery (the "Exchange Offer Notice of Guaranteed Delivery” which, together with the Offering Memorandum and the Eligibility Letter, constitute the "Exchange Offer Documents”). Only a holder who has duly completed and returned an Eligibility Letter certifying that it is either (1) a "qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act”)); or (2) a person located outside the United States who is (i) not a "U.S. person” (as defined in Rule 902 under the Securities Act), (ii) not acting for the account or benefit of a U.S. person and (iii) a "Non-U.S. qualified offeree” (as defined below), are authorized to receive the Offering Memorandum and to participate in the Exchange Offers (such holders, "Exchange Offer Eligible Holders”).

The Exchange Offers will each expire at 5:00 p.m. (Eastern time) on June 18, 2025, unless extended or earlier terminated (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the "Exchange Offer Expiration Date”). Old Notes tendered for exchange may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on June 18, 2025, unless extended or earlier terminated (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the "Exchange Offer Withdrawal Date”), but not thereafter, unless extended by Verizon. The "Exchange Offer Settlement Date” with respect to an Exchange Offer will be promptly following the Exchange Offer Expiration Date and is expected to be June 25, 2025.

Unless otherwise defined herein, capitalized terms used have the respective meanings assigned thereto in the Exchange Offer Documents.

On the terms and subject to the conditions set forth in the Exchange Offer Documents, Verizon is offering to exchange any and all of its outstanding notes listed below for New Notes:

Upon the terms and subject to the conditions set forth in the Exchange Offer Documents, Exchange Offer Eligible Holders who (i) validly tender, and who do not validly withdraw, Old Notes at or prior to the Exchange Offer Expiration Date or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all other required documents at or prior to the, Exchange Offer Expiration Date and validly tender their Old Notes at or prior to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures, and whose Old Notes are accepted for exchange by us, will receive the applicable Total Exchange Price for each $1,000 principal amount of such Old Notes, which will be payable in principal amount of New Notes.

Verizon is offering to accept for exchange validly tendered Old Notes using a "waterfall” methodology under which such Old Notes of different series will be accepted in the order of their respective Acceptance Priority Levels as listed in the table above, subject to a $2.5 billion cap on the maximum aggregate principal amount of New Notes that Verizon will issue in all of the Exchange Offers (the "New Notes Maximum Amount”). However, subject to applicable law, Verizon, in its sole discretion, has the option to waive or increase the New Notes Maximum Amount at any time.

Subject to the satisfaction or waiver of the conditions of the Exchange Offers described in the Offering Memorandum, Verizon will, in accordance with the Acceptance Priority Levels, accept for exchange all Old Notes of each series validly tendered and not validly withdrawn, so long as (1) the Total Exchange Price for all validly tendered and not validly withdrawn Old Notes of such series, plus (2) the Total Exchange Price for all validly tendered and not validly withdrawn Old Notes of all series having a higher Acceptance Priority Level than such series of Old Notes is equal to, or less than, the New Notes Maximum Amount; provided, however, Verizon may: (x) waive the New Notes Capacity Condition with respect to one or more Exchange Offers and accept all Old Notes of the series sought in such Exchange Offer, and of any series of Old Notes sought in Exchange Offers with a higher Acceptance Priority Level, validly tendered and not validly withdrawn; or (y) skip any Exchange Offer for Old Notes that would have caused the New Notes Maximum Amount to be exceeded and exchange all Old Notes of a given series in an Exchange Offer having a lower Acceptance Priority Level so long as Verizon is able to exchange the full amount of validly tendered and not validly withdrawn Notes in such Exchange Offer without exceeding the New Notes Maximum Amount. Subject to applicable law, Verizon may waive or increase the New Notes Maximum Amount at any time.

The table above sets forth the applicable Floating Rate Note Total Exchange Price payable by Verizon for each $1,000 principal amount of each series of Floating Rate Notes validly tendered at or prior to the Exchange Offer Expiration Date or the Exchange Offer Guaranteed Delivery Date pursuant to the guaranteed delivery procedures, and accepted by Verizon pursuant to the Exchange Offers.

The Total Exchange Price payable per each $1,000 principal amount of a series of Fixed Rate Notes validly tendered for exchange will be payable in a specified principal amount of New Notes and will be based on the fixed spread specified in the table above (the "Fixed Spread”) for the applicable series of Fixed Rate Notes, plus the yield of the specified Reference U.S. Treasury Security for that series (as quoted on the applicable Bloomberg Reference Page listed in the table above) as of 11:00 a.m. (New York City time) on June 18, 2025, unless extended with respect to the applicable Exchange Offer. Verizon will announce the applicable Fixed Rate Note Total Exchange Price for each series of Fixed Rate Notes as soon as practicable after such prices are determined by the lead dealer managers on the Exchange Offer Price Determination Date.

In addition to the applicable Total Exchange Price, Exchange Offer Eligible Holders whose Old Notes are accepted for exchange will receive a cash payment equal to the accrued and unpaid interest on such Old Notes from and including the immediately preceding interest payment date for such Old Notes to, but excluding, the relevant Exchange Offer Settlement Date. Interest will cease to accrue on the Exchange Offer Settlement Date for all Old Notes accepted in the Exchange Offers, including those Old Notes tendered through the guaranteed delivery procedures.

The New Notes will mature on July 2, 2037 and will bear interest at a rate per annum equal to the sum of (a) the yield of the 4.250% U.S. Treasury Security due May 15, 2035, as calculated by the lead dealer managers in accordance with standard market practice and as described in the Offering Memorandum, plus (b) 105 basis points, such sum rounded to the third decimal place when expressed as a percentage.

Pursuant to the Minimum Issue Requirement, Verizon will not complete the Exchange Offers if the aggregate principal amount of New Notes to be issued would be less than $750 million. Verizon may not waive the Minimum Issue Requirement.

In addition to the Minimum Issue Requirement, Verizon's obligation to accept any series of Old Notes tendered in the Exchange Offers is subject to the satisfaction of certain conditions applicable to the Exchange Offer for such series as described in the Offering Memorandum, including, among others, the New Notes Capacity Condition and the Cash Offer Completion Condition. Verizon expressly reserves the right, subject to applicable law, to waive any and all conditions to any Exchange Offer, other than conditions described by Verizon as non-waivable.

The maximum principal amount of New Notes that Verizon will issue in all the Exchange Offers will not exceed $2.5 billion (the "New Notes Maximum Amount”), unless waived by Verizon as provided herein. Notwithstanding any other provision in the Offering Memorandum to the contrary, if at the Expiration Date, for a particular Exchange Offer, the Total Exchange Price payable for all validly tendered Old Notes of a particular series is greater than the New Notes Maximum Amount (after exchanging all validly tendered Old Notes of each series with a higher Acceptance Priority Level), then Verizon will not be obligated to accept for exchange, or issue any New Notes in exchange for, such series of Old Notes and may terminate the Exchange Offer with respect to such series of Old Notes (the "New Notes Capacity Condition”) in accordance with the Acceptance Priority Procedures described in the Offering Memorandum.

Each series of Old Notes that is subject to an Exchange Offer pursuant to the Exchange Offer Documents is also subject to a corresponding Cash Offer pursuant to the Offer to Purchase, which Cash Offer is only available to Ineligible Holders. The acceptance priority levels set forth in the Offer to Purchase correspond to the Acceptance Priority Levels set forth herein. Verizon's obligation to complete an Exchange Offer with respect to a particular series of Old Notes is conditioned on the timely satisfaction or waiver of all conditions precedent to the completion of the corresponding Cash Offer for such series of Old Notes (with respect to each Exchange Offer, the "Cash Offer Completion Condition”), and Verizon's obligation to complete a Cash Offer with respect to a particular series of Old Notes is subject to various conditions, as set forth in the Offer to Purchase, including (i) that all of the conditions precedent to the completion of the corresponding Exchange Offer are timely satisfied or waived and (ii) that the aggregate amount of cash (excluding any payments of accrued and unpaid interest) that would have to be paid to purchase any and all of the validly tendered Old Notes of such series in such Cash Offer does not exceed the applicable maximum cash amount specified in the Offer to Purchase. Verizon will terminate an Exchange Offer for a given series of Old Notes if it terminates the Cash Offer for such series of Old Notes, and Verizon will terminate the Cash Offer for a given series of Old Notes if it terminates the Exchange Offer for such series of Old Notes. The termination of a Cash Offer for a series of Old Notes will not impact the Exchange Offers for any other series of Old Notes. The Cash Offer Completion Condition cannot be waived by Verizon. If Verizon extends any Cash Offer for a series of Old Notes for any reason, Verizon will extend the corresponding Exchange Offer for such series Old Notes.

If and when issued, the New Notes will not be registered under the 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 Securities Act and any applicable state securities laws. Verizon will enter into a registration rights agreement with respect to the New Notes.

Global Bondholder Services Corporation will act as the Information Agent and the Exchange Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation at (212) 430-3774. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The Exchange Offer Documents can be accessed at the following link: https://gbsc-usa.com/eligibility/verizon.

Cash Offers

The second transaction consists of 10 separate offers to purchase for cash (the "Cash Offers”) any and all of each series of Old Notes, on the terms and subject to the conditions set forth in the Offer to Purchase dated June 12, 2025 (the "Offer to Purchase”), the certification instructions letter (the "Certification Instructions Letter”) and the accompanying cash offer notice of guaranteed delivery (the "Cash Offer Notice of Guaranteed Delivery” which, together with the Offer to Purchase and the Certification Instructions Letter, constitute the "Tender Offer Documents” and, collectively with the Exchange Offer Documents, the "Offer Documents”). Only holders who are not Exchange Offer Eligible Holders ("Cash Offer Eligible Holders”) are eligible to participate in the Cash Offers. Holders of Old Notes participating in the Cash Offers will be required to complete the Certification Instructions Letter and certify that they are Cash Offer Eligible Holders.

The Cash Offers will each expire at 5:00 p.m. (Eastern time) on June 18, 2025, unless extended or earlier terminated (such date and time with respect to a Cash Offer, as the same may be extended with respect to such Cash Offer, the "Cash Offer Expiration Date”). Old Notes tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on June 18, 2025, unless extended or earlier terminated (such date and time with respect to a Cash Offer, as the same may be extended with respect to such Cash Offer, the "Cash Offer Withdrawal Date”), but not thereafter, unless extended by Verizon. The "Cash Offer Settlement Date” with respect to a Cash Offer will be promptly following the Cash Offer Expiration Date and is expected to be June 25, 2025.

Unless otherwise defined herein, capitalized terms used have the respective meanings assigned thereto in the Tender Offer Documents.

Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Cash Offer Eligible Holders who (i) validly tender Old Notes at or prior to the Cash Offer Expiration Date or (ii) deliver a properly completed and duly executed Cash Offer Notice of Guaranteed Delivery at or prior to the Cash Offer Expiration Date and validly tender their Old Notes at or prior to 5:00 p.m. (Eastern time) on the second business day after the applicable Cash Offer Expiration Date (such date and time with respect to a Cash Offer, as the same may be extended with respect to such Cash Offer, the "Cash Offer Guaranteed Delivery Date”) pursuant to the guaranteed delivery procedures, and whose Old Notes are accepted for purchase by Verizon, will receive the applicable Total Consideration for each $1,000 principal amount of Old Notes, which will be payable in cash.

Subject to the satisfaction or waiver of the conditions of the Cash Offers described in the Offer to Purchase, Verizon will, in accordance with the Acceptance Priority Levels, accept for purchase all Old Notes of each series validly tendered and not validly withdrawn, so long as the Total Consideration, excluding the Accrued Coupon Payment, for all validly tendered and not validly withdrawn Notes of all series having a higher Acceptance Priority Level than such series of Old Notes is equal to, or less than, the Maximum Total Consideration Amount; provided, however, Verizon may: (x) waive the Maximum Total Consideration Condition with respect to one or more Cash Offers and accept all Old Notes of the series sought in such Cash Offer, and of any series of Old Notes sought in Cash Offers with a higher Acceptance Priority Level, validly tendered and not validly withdrawn; or (y) skip any Cash Offer for Old Notes that would have caused the Maximum Total Consideration Amount to be exceeded and purchase all Old Notes of a given series in an Cash Offer having a lower Acceptance Priority Level so long as Verizon is able to purchase the full amount of validly tendered and not validly withdrawn Notes in such Cash Offer without exceeding the Maximum Total Consideration Amount.

The table above sets forth the applicable Floating Rate Note Total Consideration payable by Verizon for each $1,000 principal amount of each series of Floating Rate Notes validly tendered at or prior to the Cash Offer Expiration Date or the Cash Offer Guaranteed Delivery Date pursuant to the guaranteed delivery procedures, and accepted by Verizon pursuant to the Cash Offers.

The applicable Fixed Rate Note Total Consideration payable by Verizon for each $1,000 principal amount of each series of Fixed Rate Notes validly tendered at or prior to the Cash