01—Abstract
Summary
Summary of the 8-K filed June 17, 2026. Cited figures are marked; the original filing is the authoritative source.
Verizon Communications Inc. (NYSE, Nasdaq: VZ) announced the final results of its private exchange offers and consent solicitations for 11 series of notes issued by its wholly owned subsidiaries, with the offers expiring at 5:00 p.m.
New York time on June 16, 2026. Verizon accepted all validly tendered Old Notes. Based on the accepted principal amounts in the release, about $161.4 milliona of the roughly $945.6 million of Old Notes outstanding across these series (about 17%) was exchanged for new Verizon notes with identical economic terms.
Settlement is scheduled for June 22, 2026. The release does not disclose the size of the new note issuance, the aggregate consideration paid, or any effect on Verizon's leverage or earnings. Requisite consents were received for six series (the 6.860%b Debentures due 2028, 6.730% Debentures Series G due 2028, 8.375% Debentures due 2029, 7.875% Debentures due 2029, 8.625% Debentures due 2031, and 7.875% Senior Notes due 2032).
The proposed amendments would eliminate certain restrictive covenants and other provisions in those indentures, which affects holders who did not tender. The same consents were cumulated with consents from a separate, concurrent cash tender offer for 20 series of notes. Verizon describes the cash tenders as separate from the exchange offers, and neither is conditioned on the other.
For investors, the filing is primarily a debt management and liability reshaping transaction. It is not a material change to Verizon's operations or capital structure on its face.
Its most significant implications are for holders of the Old Notes, particularly those who do not tender and would be subject to covenant-stripped indentures, and for the subsidiary-level debt structure. Participation rates varied widely, from about 1%c to about 86% of principal, with the most significant volumes in the 7.875% Debentures due 2029 and the 5.125% Debentures due 2033 (tender of roughly 14%).
02—Key points
Key Highlights
- Verizon accepted all validly tendered Old Notes across 11 series in its private exchange offers, which expired June 16, 2026, and settle June 22, 2026.
- About $161.4 million of Old Notes, roughly 17% of the approximately $945.6 million outstanding across these series, was accepted for exchange, based on the release's accepted principal amounts.
- Participation was highly uneven: the 8.625% Debentures due 2031 had 85.89% accepted, while the 6.860% Debentures due 2028 had only 1.03%, and the 5.125% Debentures due 2033 had 14.06%.
- Requisite consents were obtained for six series, including the 6.860% and 6.730% Series G 2028 debentures, the 8.375% and 7.875% 2029 debentures, the 8.625% 2031 debentures, and the 7.875% 2032 senior notes, to amend indentures and eliminate certain restrictive covenants.
- Exchanged New Notes will carry the same maturity, interest rate, and interest payment dates as the Old Notes, and will not be registered under the Securities Act, with a registration rights agreement to be entered into on the Settlement Date.
- A separate cash tender offer for 20 series of notes ran concurrently; consents were cumulated across both offers, but the two are independent and neither is conditioned on the other.
- The release does not disclose the aggregate new note principal issued, total cash consideration paid, or any impact on Verizon's leverage, credit metrics, or earnings.
03—Questions
Frequently Asked Questions
What did Verizon announce in this filing?
Verizon announced the expiration and final results of its private exchange offers and consent solicitations for 11 series of notes issued by its wholly owned subsidiaries. It accepted all validly tendered Old Notes, and the exchange settles June 22, 2026. It also reported final results of a separate cash tender offer for 20 series of notes.
How much debt was exchanged?
Based on the accepted principal amounts in the release, about $161.4 million of Old Notes was accepted for exchange, out of roughly $945.6 million outstanding across the 11 series, or about 17%. The release does not state the new notes' aggregate principal amount separately, but the new notes match the Old Notes' economic terms.
Why did the consent solicitations matter for holders?
Requisite consents were received for six series to amend the indentures and eliminate certain restrictive covenants and other provisions. Holders who did not tender may hold notes governed by indentures with fewer investor protections, which can affect their rights and the liquidity or trading value of those bonds.
Does this transaction change Verizon's overall financial position?
The filing does not provide information on Verizon's leverage, cash flows, or earnings impact. The transaction appears to be a debt management exercise at the subsidiary level, and the exchanged notes keep the same economic terms, so the immediate effect on total debt and interest expense is likely modest. However, the release itself does not quantify the consideration paid or the net change in debt.
Are the new notes freely tradable?
No. The New Notes have not been registered under the Securities Act or state securities laws, so they may only be offered or sold in the United States under a registration or an applicable exemption. Verizon will enter into a registration rights agreement on the Settlement Date. Eligibility was limited to qualified institutional buyers and certain non-U.S. persons.
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