Verizon Announces Expiration and Final Results of Offer

Verizon Announces Expiration and Final Results of Exchange Offer NEW YORK, June 26, 2014 -- Verizon Communications Inc. ("Verizon")(NYSE, NASDAQ: VZ; LSE: VZC) today announced the expiration and final resultsof its previously announced private offer to exchange (the "Exchange Offer") upto all of Cellco Partnership's and Verizon Wireless Capital LLC's £600,000,000outstanding aggregate principal amount of 8.875% Notes due December 18, 2018(the "Existing Notes") for Verizon's new sterling-denominated 4.073% notes due2024 (the "New Notes") and an amount of cash. Based on information provided by Lucid Issuer Services Limited, the exchangeagent and information agent for the Exchange Offer, the aggregate principalamount of Existing Notes validly tendered for exchange and not validlywithdrawn at or prior to the expiration date for the Exchange Offer (11:59 p.m.(New York time) on June 25, 2014) was £554,190,000.00, of which £13,639,000.00was validly tendered and not validly withdrawn after the early participationdate (11:59 p.m. (New York time) on June 11, 2014). All of such tenderedExisting Notes have been accepted for exchange. The final settlement date is expected to be June 27, 2014, and will apply toall Existing Notes validly tendered, and not validly withdrawn, after the earlyparticipation date, but at or prior to the expiration date, and accepted forexchange pursuant to the terms and conditions of the Exchange Offer. Verizonexpects that it will issue £16,435,000.00 aggregate principal amount of NewNotes, and will make a cash payment in the aggregate amount of £548,146.41, insatisfaction of the exchange price on such tendered Existing Notes (notincluding accrued and unpaid interest on the Existing Notes, which will bepayable by Verizon in addition to the exchange price, reduced to offset anyentitlement to pre-issuance interest that is embedded in the New Notes to beissued on the final settlement date, as described in the confidential exchangeoffer memorandum, dated May 29, 2014 (the "Exchange Offer Memorandum")), for atotal of £694,804,000.00 aggregate principal amount of New Notes, and cashpayments in the aggregate amount of £22,295,396.10, in connection with theExchange Offer (including the amount of New Notes previously issued, and theamount of the cash payments previously made, on the early settlement date ofthe Exchange Offer, but excluding accrued and unpaid interest). The Exchange Offer was conducted by Verizon upon the terms and subject to theconditions set forth in the Exchange Offer Memorandum. The Exchange Offer wasextended only (1) to holders of Existing Notes that are "QualifiedInstitutional Buyers" as defined in Rule 144A under the U.S. Securities Act of1933, as amended (the "U.S. Securities Act"), in a private transaction inreliance upon the exemption from the registration requirements of the U.S.Securities Act provided by Section 4(a)(2) thereof and (2) outside the UnitedStates, to holders of Existing Notes other than "U.S. persons" (as defined inRule 902 under Regulation S of the U.S. Securities Act) and who are notacquiring New Notes for the account or benefit of a U.S. person, in offshoretransactions in compliance with Regulation S under the U.S. Securities Act, andwho are "Non-U.S. qualified offerees" (as defined in the Exchange OfferMemorandum) (each of the foregoing, an "Eligible Holder"). 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 notbe offered or sold in the United States absent registration or an applicableexemption from the registration requirements of the U.S. Securities Act and anyapplicable state securities laws. The dealer managers for the Exchange Offer, including two minority andwomen-owned firms, were Credit Suisse Securities (Europe) Limited, Banca IMISecurities Corp., BNP Paribas, Loop Capital Markets LLC and Lebenthal & Co.,LLC. This press release is not an offer to sell or a solicitation of an offer to buyany security. The Exchange Offer was made solely by the Exchange OfferMemorandum and only to such persons and in such jurisdictions as is permittedunder applicable law. This communication has not been approved by an authorized person for thepurposes of Section 21 of the Financial Services and Markets Act 2000, asamended (the "FSMA"). Accordingly, this communication is not being directed atpersons within the United Kingdom save in circumstances where section 21(1) ofthe FSMA does not apply. In particular, this communication is only addressed to and directed at: (A) inany Member State of the European Economic Area that has implemented theProspectus Directive (as defined below), qualified investors in that MemberState within the meaning of the Prospectus Directive and (B) (i) persons thatare outside the United Kingdom or (ii) persons in the United Kingdom fallingwithin the definition of investment professionals (as defined in Article 19(5)of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005(the "Financial Promotion Order")) or within Article 43 of the FinancialPromotion Order, or to other persons to whom it may otherwise lawfully becommunicated by virtue of an exemption to Section 21(1) of the FSMA orotherwise in circumstance where it does not apply (such persons together being"relevant persons"). The New Notes are only available to, and any invitation,offer or agreement to subscribe, purchase or otherwise acquire such New Noteswill be engaged in only with, relevant persons. Any person who is not arelevant person should not act or rely on the Exchange Offer Memorandum or anyof its contents. For purposes of the foregoing, the "Prospectus Directive"means the Prospectus Directive 2003/71/EC, as amended, including pursuant toDirective 2010/73/EU. Cautionary Statement Regarding Forward-Looking Statements In this communication we have made forward-looking statements. Thesestatements are based on our estimates and assumptions and are subject to risksand uncertainties. Forward-looking statements include the informationconcerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by thewords "anticipates," "believes," "estimates," "hopes" or similar expressions.For those statements, we claim the protection of the safe harbor forforward-looking statements contained in the Private Securities LitigationReform Act of 1995. The following important factors, along with those discussedin our filings with the Securities and Exchange Commission (the "SEC"), couldaffect future results and could cause those results to differ materially fromthose expressed in the forward-looking statements: the ability to realize theexpected benefits of our transaction with Vodafone in the timeframe expected orat all; an adverse change in the ratings afforded our debt securities bynationally accredited ratings organizations or adverse conditions in the creditmarkets affecting the cost, including interest rates, and/or availability offurther financing; significantly increased levels of indebtedness as a resultof the Vodafone transaction; changes in tax laws or treaties, or in theirinterpretation; adverse conditions in the U.S. and international economies;material adverse changes in labor matters, including labor negotiations, andany resulting financial and/or operational impact; material changes intechnology or technology substitution; disruption of our key suppliers'provisioning of products or services; changes in the regulatory environment inwhich we operate, including any increase in restrictions on our ability tooperate our networks; breaches of network or information technology security,natural disasters, terrorist attacks or acts of war or significant litigationand any resulting financial impact not covered by insurance; the effects ofcompetition in the markets in which we operate; changes in accountingassumptions that regulatory agencies, including the SEC, may require or thatresult from changes in the accounting rules or their application, which couldresult in an impact on earnings; significant increases in benefit plan costs orlower investment returns on plan assets; and the inability to implement ourbusiness strategies. SOURCE Verizon Communications Inc. CONTACT: Media contact: Bob Varettoni, 908-559-6388,[email protected]