VZ Announces Early Tender Results of Exchange Offers

Verizon Announces Early Tender Results of Exchange Offers and an Increase ofthe Maximum Exchange Amount under the 2020 Exchange Offers NEW YORK, Aug. 6, 2014 -- Verizon Communications Inc. ("Verizon")(NYSE, NASDAQ: VZ; LSE: VZC) today announced the early tender results of itspreviously announced eleven separate private offers to exchange (the "ExchangeOffers") specified series of debt securities issued by Verizon and by AlltelCorporation (an indirect wholly owned subsidiary of Verizon) (collectively, the"Old Notes") for new debt securities to be issued by Verizon (the "New Notes")in accordance with the terms of the Exchange Offers. Verizon also announcedthat it increased the maximum aggregate principal amount of New Notes that maybe issued pursuant to certain of the Exchange Offers. The Exchange Offers consist of the following: (a) (i) an offer to exchange the 2.500% notes due 2016 of Verizon; and (ii) an offer to exchange the 3.650% notes due 2018 of Verizon, in each case, for new 2.625% notes due 2020 of Verizon (the "New Notes due2020"), provided that the principal amount of New Notes due 2020 to be issuedin such Exchange Offers on an aggregate basis shall not exceed $3,300,000,000(previously $2,000,000,000) (the "2020 Maximum Exchange Amount") (collectively,the "2020 Exchange Offers"); (b) (i) an offer to exchange the 7.350% notes due 2039 of Verizon; (ii) an offer to exchange the 7.875% debentures due 2032 of Alltel Corporation; (iii) an offer to exchange the 7.750% notes due 2032 of Verizon; (iv) an offer to exchange the 7.750% notes due 2030 of Verizon; (v) an offer to exchange the 6.800% debentures due 2029 of Alltel Corporation; and (vi) an offer to exchange the 6.400% notes due 2033 of Verizon, in each case, for new 4.862% notes due 2046 of Verizon (the "New Notes due2046"), provided that the principal amount of New Notes due 2046 to be issuedin such Exchange Offers on an aggregate basis shall not exceed $4,500,000,000(the "2046 Maximum Exchange Amount") (collectively, the "2046 ExchangeOffers"); and (c) (i) an offer to exchange the 6.550% notes due 2043 of Verizon; (ii) an offer to exchange the 6.900% notes due 2038 of Verizon; and (iii) an offer to exchange the 6.400% notes due 2038 of Verizon, in each case, for new 5.012% notes due 2054 of Verizon (the "New Notes due2054"), provided that the principal amount of New Notes due 2054 to be issuedin such Exchange Offers on an aggregate basis shall not exceed $5,500,000,000(the "2054 Maximum Exchange Amount") (collectively, the "2054 ExchangeOffers"). Each of the 2020 Maximum Exchange Amount, the 2046 Maximum ExchangeAmount and the 2054 Maximum Exchange Amount is referred to herein as a "MaximumExchange Amount." As described above, Verizon has increased the 2020 Maximum Exchange Amount from$2,000,000,000 to $3,300,000,000. The 2046 Maximum Exchange Amount will remainunchanged at $4,500,000,000, and the 2054 Maximum Exchange Amount will remainunchanged at $5,500,000,000. All other terms of the Exchange Offers remainunchanged. The Exchange Offers are being conducted by Verizon upon the terms and subjectto the conditions set forth in a confidential offering memorandum, dated July23, 2014 (the "Offering Memorandum"). Based on information provided by Global Bondholder Services Corporation, theexchange agent and information agent for the Exchange Offers, the followingaggregate principal amount of each series of Old Notes was validly tendered andnot validly withdrawn at or prior to the Early Participation Date (as definedbelow) pursuant to the Exchange Offers: Old Notes included in the 2020 Exchange Offers: CUSIP Acceptance Principal Principal Amount Number Title of Security Priority Amount Tendered by the Early Level Outstanding Participation Date 92343VBN3 2.500% notes due 2016(1) 1 $4,250,000,000 $1,048,582,00092343VBP8 3.650% notes due 2018(1) 2 $4,750,000,000 $2,034,385,000 Old Notes included in the 2046 Exchange Offers: CUSIP/ISIN Acceptance Principal Principal Amount Number Title of Security Priority Amount Tendered by the Early Level Outstanding Participation Date 92343VAU8 7.350% notes due 2039(1) 1 $1,000,000,000 $519,670,000020039DC4 7.875% debentures due 2032(2) 2 $700,000,000 $246,897,00092344GAS5 7.750% notes due 2032(1) 3 $400,000,000 $149,216,00092344GAM892344GAC0U92207AC0/ 7.750% notes due 2030(1) 4 $2,000,000,000 $793,788,000USU92207AC07020039AJ2 6.800% debentures due 2029(2) 5 $300,000,000 $65,379,00092343VBS2 6.400% notes due 2033(1) 6 $6,000,000,000 $3,616,750,000 Old Notes included in the 2054 Exchange Offers: CUSIP Acceptance Principal Principal Amount Number Title of Security Priority Amount Tendered by the Early Level Outstanding Participation Date 92343VBT0 6.550% notes due 2043(1) 1 $15,000,000,000 $9,813,058,00092343VAP9 6.900% notes due 2038(1) 2 $1,250,000,000 $641,220,00092343VAK0 6.400% notes due 2038(1) 3 $1,750,000,000 $615,001,000 (1) Issued by Verizon.(2) Issued by Alltel Corporation. As set forth above, since tenders of the 6.550% notes due 2043 would otherwiseresult in an issuance of New Notes due 2054 in an aggregate principal amountthat exceeds the 2054 Maximum Exchange Amount, Verizon will promptly return the6.900% notes due 2038 and the 6.400% notes due 2038 tendered for exchange andwill not accept further tenders of these two series of Old Notes. Subject to the terms and conditions of the Exchange Offers (including theincrease of the 2020 Maximum Exchange Amount), we will accept for exchange theOld Notes of any series validly tendered in the 2020 Exchange Offers, the 2046Exchange Offers and the 2054 Exchange Offers, respectively, in accordance withthe applicable "Acceptance Priority Level" (in numerical priority order) forsuch series as set forth in the corresponding table for such group of ExchangeOffers above (each, an "Acceptance Priority Level"), with Acceptance PriorityLevel 1 being the highest priority level. All Old Notes validly tendered in theExchange Offers subject to a particular Maximum Exchange Amount that have ahigher Acceptance Priority Level will be accepted for exchange before anyvalidly tendered Old Notes in the Exchange Offers subject to the same MaximumExchange Amount that have a lower Acceptance Priority Level are accepted. Ifthe remaining available portion of the applicable Maximum Exchange Amount isnot adequate to permit the acceptance for exchange of all of the validlytendered Old Notes having a particular Acceptance Priority Level, we willallocate such available Maximum Exchange Amount among the aggregate principalamount of such validly tendered Old Notes having such Acceptance Priority Levelon a pro rata basis, and any validly tendered Old Notes having a lowerAcceptance Priority Level will not be accepted for exchange. The withdrawal date (5:00 p.m. (New York City time) on August 5, 2014) for theExchange Offers has now passed. In accordance with the terms of the ExchangeOffers, tendered Old Notes may no longer be withdrawn, except in certainlimited circumstances where additional withdrawal rights are required by law.The Exchange Offers will expire at 11:59 p.m. (New York City time) on August19, 2014, unless extended by Verizon (the "Expiration Date"). Eligible Holders (as defined below) that validly tendered and did not validlywithdraw their Old Notes at or prior to 5:00 p.m. (New York City time) onAugust 5, 2014 (the "Early Participation Date") will be eligible to receive theapplicable Total Exchange Price (the "Total Exchange Price"), which includesthe applicable early participation payment (the "Early Participation Payment"),each as described in the Offering Memorandum. Eligible Holders who validlytender their Old Notes after the Early Participation Date, but at or prior tothe Expiration Date, will be eligible to receive the applicable Exchange Price(the "Exchange Price"), which is the applicable Total Exchange Price minus theapplicable Early Participation Payment. For each series of Old Notes, the TotalExchange Price and Exchange Price will be paid in a principal amount ofapplicable New Notes equal to such Total Exchange Price or Exchange Price,respectively. The settlement date for the Exchange Offers will be promptly following theExpiration Date and is expected to be August 21, 2014, which is the secondbusiness day after the Expiration Date. Verizon will not receive any cashproceeds from the Exchange Offers. Consummation of the Exchange Offers is subject to the satisfaction of certainconditions, including (1) certain customary conditions, including the absenceof certain adverse legal and market developments and (2) the AccountingTreatment Condition (as described in the Offering Memorandum). As previouslyannounced, the Yield Condition (as described in the Offering Memorandum) hasbeen satisfied. No Exchange Offer is conditioned upon any minimum amount of OldNotes being tendered or the consummation of any other Exchange Offer, and,subject to applicable law, each Exchange Offer may be amended, extended orterminated individually. The Exchange Offers are being extended only (1) to holders of Old Notes thatare "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 privatetransaction in reliance upon the exemption from the registration requirementsof the U.S. Securities Act provided by Section 4(a)(2) thereof and (2) outsidethe United States, to holders of Old Notes other than "U.S. persons" (asdefined in Rule 902 under Regulation S of the U.S. Securities Act) and who arenot acquiring New Notes for the account or benefit of a U.S. person, inoffshore transactions in compliance with Regulation S under the U.S. SecuritiesAct, and who are "Non-U.S. qualified offerees" (as defined in the OfferingMemorandum) (each of the foregoing, an "Eligible Holder"), and in each case whohave certified in an eligibility letter certain matters to Verizon, includingthe above status. Only Eligible Holders who have completed and returned aneligibility letter are authorized to receive the Offering Memorandum and toparticipate in the Exchange Offers. Holders of Old Notes who desire a copy ofthe eligibility letter may contact Global Bondholder Services Corporationtoll-free at (866) 470-3800 or at (212) 430-3774 (banks and brokerage firms). Eligible Holders are advised to check with any bank, securities broker or otherintermediary through which they hold Old Notes as to when such intermediaryneeds to receive instructions from an Eligible Holder in order for thatEligible Holder to be able to participate in, or (in the circumstances in whichrevocation is permitted) revoke their instruction to participate in, theExchange Offers before the deadlines specified herein and in the OfferingMemorandum. The deadlines set by each clearing system for the submission andwithdrawal of exchange instructions will also be earlier than the relevantdeadlines specified herein and in the Offering 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 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. Verizon will enter into a registration rightsagreement with respect to the New Notes. This press release is not an offer to sell or a solicitation of an offer to buyany security. The Exchange Offers are being made solely by the OfferingMemorandum 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 Offering Memorandum or any of itscontents. For purposes of the foregoing, the "Prospectus Directive" means theProspectus Directive 2003/71/EC, as amended, including pursuant to Directive2010/73/EU. Cautionary Statement Regarding Forward-Looking Statements In this communication we have made forward-looking statements. These statementsare based on our estimates and assumptions and are subject to risks anduncertainties. Forward-looking statements include the information concerningour possible or assumed future results of operations. Forward-lookingstatements also include those preceded or followed by the words "anticipates,""believes," "estimates," "hopes" or similar expressions. For those statements,we claim the protection of the safe harbor for forward-looking statementscontained in the Private Securities Litigation Reform Act of 1995. Thefollowing important factors, along with those discussed in our filings with theSecurities and Exchange Commission (the "SEC"), could affect future results andcould cause those results to differ materially from those expressed in theforward-looking statements: the ability to realize the expected benefits of ourtransaction with Vodafone in the timeframe expected or at all; an adversechange in the ratings afforded our debt securities by nationally accreditedratings organizations or adverse conditions in the credit markets affecting thecost, including interest rates, and/or availability of further financing;significantly increased levels of indebtedness as a result of the Vodafonetransaction; changes in tax laws or treaties, or in their interpretation;adverse conditions in the U.S. and international economies; material adversechanges in labor matters, including labor negotiations, and any resultingfinancial and/or operational impact; material changes in technology ortechnology substitution; disruption of our key suppliers' provisioning ofproducts or services; changes in the regulatory environment in which weoperate, including any increase in restrictions on our ability to operate ournetworks; breaches of network or information technology security, naturaldisasters, terrorist attacks or acts of war or significant litigation and anyresulting financial impact not covered by insurance; the effects of competitionin the markets in which we operate; changes in accounting assumptions thatregulatory agencies, including the SEC, may require or that result from changesin the accounting rules or their application, which could result in an impacton earnings; significant increases in benefit plan costs or lower investmentreturns on plan assets; and the inability to implement our business strategies. CONTACT: Bob Varettoni, 908-559-6388, [email protected]

SOURCE Verizon Communications Inc.