What is the purpose of Verizon's exchange offers?

Verizon is offering eligible holders the chance to exchange ten series of outstanding notes maturing between 2025 and 2028 for newly issued notes due 2035. This effectively refinances nearer-term debt into a longer-dated maturity, which can smooth Verizon's debt maturity schedule.

How much debt is Verizon exchanging and how much new debt is being issued?

Based on the early results, the new notes issued on the early settlement date are expected to total about $2.17 billion in principal. Tendered amounts varied widely by series, with the largest being the 2.100% notes due 2028 at about $656.7 million of $2.83 billion outstanding.

What incentives are offered to holders who tender early?

Holders who tender by the extended early participation date receive the applicable Total Exchange Price, which includes an Early Participation Payment defined in the offering memorandum, plus an accrued coupon payment. Holders tendering after the early date may receive a lower total price and the same accrued coupon treatment, subject to the terms of the offering memorandum.

When do the key dates occur and what happens next?

The early settlement date is August 9, 2024, for old notes tendered at or before the original early participation date. Tenders received through the extended date and expiration date of August 19, 2024 remain eligible for acceptance, with final settlement expected on the second business day after expiration, unless extended.

Who can participate in the exchange offers and is the new debt registered?

Participation is limited to Eligible Holders who certify they are qualified institutional buyers under Rule 144A or non-U.S. persons outside the United States. The new notes are not registered under the Securities Act, and Verizon will enter into a registration rights agreement on the early settlement date.

VZ 8-K SEC Disclosure — Aug 5, 2024

01—Abstract

Summary

Summary of the 8-K filed August 5, 2024. Cited figures are marked; the original filing is the authoritative source.

Verizon Communications (VZ) filed this Form 8-K on August 5, 2024 to furnish two press releases related to its previously announced private exchange offers for ten series of outstanding notes maturing from 2025 through 2028.

The exchange offers allow eligible holders to swap their old notes for newly issued Verizon notes due February 15, 2035, which carry a 4.780%^a coupon. The filing is a financing liability-management transaction rather than an operating or earnings event, and it does not contain new financial statements, guidance, or changes to Verizon's operating results. The first press release reports early participation results as of the original early participation date of August 2, 2024, and extends the early participation date and expiration date to 5:00 p.m.

New York time on August 19, 2024. Tendered amounts were material for several series, most notably the 2.100% notes due 2028 ($656.7 million^b tendered of $2.83 billion outstanding), the 4.329% notes due 2028 ($494.8 million of $4.20 billion), and the 4.125% notes due 2027 ($306.5 million of $3.25 billion). The second press release discloses accepted amounts and pricing as of the price determination date, with total exchange prices per $1,000 principal ranging from roughly $933.66 to $1,008.93 for fixed-rate notes, and aggregate New Notes expected to be issued on the early settlement date of August 9, 2024 of about $2.17 billion.

No series was prorated, and the aggregate issuance was expected to remain within the New Notes Cap. For investors, the key takeaways are that Verizon is extending its debt maturity profile by refinancing near-term obligations into a 2035 tranche, and that the transaction is being executed within the parameters described in the July 2024 offering memorandum. The filing does not quantify a net change in total debt, cash outflows beyond accrued coupon and early participation payments, or any impact on credit ratings, so those effects would need to be assessed from the offering memorandum and subsequent disclosures.

02—Key points

Key Highlights

Verizon expects to issue approximately $2.17 billion of new 4.780% notes due February 15, 2035 on the early settlement date of August 9, 2024.
The early participation and expiration dates were extended to 5:00 p.m. New York time on August 19, 2024, with withdrawal rights already expired on August 2, 2024.
Largest tender activity was in the 2.100% notes due 2028 ($656.7 million tendered) and the 4.329% notes due 2028 ($494.8 million tendered).
Exchange offer yields for fixed-rate notes ranged from about 4.05% to 4.78%, with total exchange prices per $1,000 principal from $933.66 to $1,008.93.
No series of old notes was prorated, and all conditions were deemed satisfied or waived, with the minimum issue requirement met.
Exchanges are limited to qualified institutional buyers and non-U.S. eligible holders, and the new notes are unregistered under the Securities Act.
The filing contains no changes to operating results, guidance, or financial statements; it is a debt liability-management action furnished under Item 8.01.

03—Questions

Frequently Asked Questions

What is the purpose of Verizon's exchange offers?
Verizon is offering eligible holders the chance to exchange ten series of outstanding notes maturing between 2025 and 2028 for newly issued notes due 2035. This effectively refinances nearer-term debt into a longer-dated maturity, which can smooth Verizon's debt maturity schedule.
How much debt is Verizon exchanging and how much new debt is being issued?
Based on the early results, the new notes issued on the early settlement date are expected to total about $2.17 billion in principal. Tendered amounts varied widely by series, with the largest being the 2.100% notes due 2028 at about $656.7 million of $2.83 billion outstanding.
What incentives are offered to holders who tender early?
Holders who tender by the extended early participation date receive the applicable Total Exchange Price, which includes an Early Participation Payment defined in the offering memorandum, plus an accrued coupon payment. Holders tendering after the early date may receive a lower total price and the same accrued coupon treatment, subject to the terms of the offering memorandum.
When do the key dates occur and what happens next?
The early settlement date is August 9, 2024, for old notes tendered at or before the original early participation date. Tenders received through the extended date and expiration date of August 19, 2024 remain eligible for acceptance, with final settlement expected on the second business day after expiration, unless extended.
Who can participate in the exchange offers and is the new debt registered?
Participation is limited to Eligible Holders who certify they are qualified institutional buyers under Rule 144A or non-U.S. persons outside the United States. The new notes are not registered under the Securities Act, and Verizon will enter into a registration rights agreement on the early settlement date.

04—Continue

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