Verizon announces pricing terms of its tender offers and consent solicitations for 20 series of Verizon and certain of its subsidiaries' notes
NEW YORK, June 02, 2026 (GLOBE NEWSWIRE) -- Verizon Communications Inc. ("Verizon") ((NYSE, NASDAQ:VZ) today announced the pricing terms of its previously announced 20 separate offers, for its own account and on behalf of certain of its wholly-owned subsidiaries, to purchase for cash (i) any and all of the debt securities listed in Table 1 below (the "Any and All Notes" and such offers, the "Any and All Tender Offers") and (ii) a total aggregate purchase price that shall be in an amount sufficient to allow Verizon to purchase the full aggregate principal amount of all outstanding series of debt securities listed in Table 2 below (the "Waterfall Notes" and, together with the Any and All Notes, the "Notes" and such offers, the "Waterfall Tender Offers" and, together with the Any and All Tender Offers, the "Tender Offers") validly tendered and not validly withdrawn at or prior to the Waterfall Notes Early Participation Date (as defined below), each on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 11, 2026 (the "Offer to Purchase and Consent Solicitation Statement" and, together with the accompanying letter of transmittal, the "Offer Documents"), as amended by Verizon's press release relating to the Tender Offers dated June 2, 2026 (the "Early Results Press Release").
Withdrawal rights for each Tender Offer expired at 5:00 p.m. (New York City time) on June 1, 2026. With respect to the Any and All Notes only, the Any and All Notes Extended Early Participation Date (as defined in the Early Results Press Release) is 5:00 p.m. (New York City time) on June 16, 2026, at which time the Tender Offers will also expire, unless the expiration date is extended or earlier terminated by Verizon.
The tables below indicate, among other things, the aggregate principal amount of Notes validly tendered in each Tender Offer at or prior to the Original Any and All Notes Early Participation Date and Waterfall Notes Early Participation Date (each as defined in the Early Results Press Release) and the Offer Yield (as defined below) and Total Consideration (as defined in the Offer to Purchase and Consent Solicitation Statement, as amended) for each $1,000 principal amount of each series of Notes validly tendered at or prior to 5:00 p.m. (New York City time) on June 1, 2026, as calculated at 10:00 a.m. (New York City time) today, June 2, 2026 (the "Price Determination Date") in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement, as amended:
| Table 1 Any and All of the Outstanding Any and All Notes and related Consent Solicitations Listed Below: | |||||||||||||
| CUSIP Number | Issuer(1) | Title of Security | Maturity Date | Principal Amount Outstanding | Principal Amount Tendered as of the Original Any and All Notes Early Participation Date | Reference U.S. Treasury Security(2) | Fixed Spread (Basis Points)(2) | Offer Yield(3) | Total Consideration(4) | ||||
| 362333AH9 | Frontier Florida LLC | 6.860% Debentures due 2028 | 2/1/2028 | $282,289,000 | $233,437,000 | 3.750% due 4/30/2028 | 15 | 4.191% | $1,041.04 | ||||
| 362337AK3 | Frontier North Inc. | 6.730% Debentures, Series G due 2028 | 2/15/2028 | $200,000,000 | $124,546,000 | 3.750% due 4/30/2028 | 15 | 4.191% | $1,039.94 | ||||
| 020039AJ2 | Alltel Corporation | 6.800% Debentures due 2029 | 5/1/2029 | $38,098,000 | $599,000 | 3.875% due 4/15/2029 | 20 | 4.286% | $1,066.89 | ||||
| 165087AL1 | Verizon Virginia LLC | 8.375% Debentures due 2029 | 10/1/2029 | $8,993,000 | $1,990,000 | 3.875% due 4/15/2029 | 25 | 4.336% | $1,121.98 | ||||
| 165069AP0 | Verizon Maryland LLC | 8.000% Debentures due 2029* | 10/15/2029 | $19,981,000 | $876,000 | 3.875% due 4/15/2029 | 25 | 4.336% | $1,111.88 | ||||
| 645767AW4 | Verizon New Jersey Inc. | 7.850% Debentures due 2029 | 11/15/2029 | $44,704,000 | $4,326,000 | 3.875% due 4/15/2029 | 25 | 4.336% | $1,109.83 | ||||
| 644239AY1 | Verizon New England Inc. | 7.875% Debentures due 2029* | 11/15/2029 | $133,077,000 | $20,069,000 | 3.875% due 4/15/2029 | 25 | 4.336% | $1,110.61 | ||||
| 165069AQ8 | Verizon Maryland LLC | 8.300% Debentures due 2031 | 8/1/2031 | $21,111,000 | $235,000 | 3.875% due 4/30/2031 | 45 | 4.616% | $1,165.88 | ||||
| 252759AM7 | Verizon Delaware LLC | 8.625% Debentures due 2031 | 10/15/2031 | $2,381,000 | - | 3.875% due 4/30/2031 | 50 | 4.666% | $1,184.32 | ||||
| 020039DC4 | Alltel Corporation | 7.875% Senior Notes due 2032 | 7/1/2032 | $55,847,000 | $4,114,000 | 3.875% due 4/30/2031 | 60 | 4.766% | $1,161.15 | ||||
| 92344WAB7 | Verizon Maryland LLC | 5.125% Debentures due 2033 | 6/15/2033 | $139,085,000 | $19,115,000 | 4.125% due 2/15/2036 | 35 | 4.794% | $1,019.43 | ||||
| Table 2 Outstanding Waterfall Notes in the Waterfall Tender Offers Listed Below: | ||||||||||||||
| Acceptance Priority Level | CUSIP Number | Issuer(1) | Title of Security | Maturity Date | Principal Amount Outstanding | Principal Amount Tendered as of the Waterfall Notes Early Participation Date | Reference U.S. Treasury Security(2) | Fixed Spread (Basis Points)(2) | Offer Yield(3) | Total Consideration(4) | ||||
| 1 | 362311AG7 | Frontier California Inc. | 6.750% Debentures due 2027 | 5/15/2027 | $200,000,000 | $109,112,000 | 3.750% due 4/30/2028 | 0 | 4.041% | $1,023.58 | ||||
| 2 | 650094CJ2 | Verizon New York Inc. | 6.500% Debentures due 2028 | 4/15/2028 | $34,773,000 | $1,899,000 | 3.750% due 4/30/2028 | 15 | 4.191% | $1,039.85 | ||||
| 3 | 07786DAA4 | Verizon Pennsylvania LLC | 6.000% Debentures due 2028 | 12/1/2028 | $44,079,000 | $9,237,000 | 3.750% due 4/30/2028 | 15 | 4.191% | $1,041.54 | ||||
| 4 | 165123AM2 | Frontier West Virginia Inc. | 8.400% Debentures due 2029* | 10/15/2029 | $50,000,000 | $48,516,000 | 3.875% due 4/15/2029 | 25 | 4.336% | $1,124.10 | ||||
| 5 | 078167AZ6 | Verizon Pennsylvania LLC | 8.350% Debentures due 2030 | 12/15/2030 | $31,140,000 | $8,642,000 | 3.875% due 4/30/2031 | 35 | 4.516% | $1,153.94 | ||||
| 6 | 078167BA0 | Verizon Pennsylvania LLC | 8.750% Debentures due 2031 | 8/15/2031 | $34,923,000 | $24,279,000 | 3.875% due 4/30/2031 | 45 | 4.616% | $1,187.38 | ||||
| 7 | 92344XAB5 | Verizon New York Inc. | 7.375% Debentures due 2032 | 4/1/2032 | $99,437,000 | $17,551,000 | 3.875% due 4/30/2031 | 60 | 4.766% | $1,130.26 | ||||
| 8 | 362320BA0 | Verizon Communications Inc. | 6.940% Notes due 2028 | 4/15/2028 | $249,838,000 | $48,752,000 | 3.750% due 4/30/2028 | 15 | 4.191% | $1,047.45 | ||||
| 9 | 92343VGH1 | Verizon Communications Inc. | 2.100% Notes due 2028 | 3/22/2028 | $2,068,135,000 | $1,142,981,000 | 3.750% due 4/30/2028 | 15 | 4.191% | $965.04 | ||||
| (1) | See Annex A of the Offer to Purchase and Consent Solicitation Statement for a list of original issuer names, as applicable. |
| (2) | The Total Consideration for each series of Notes is based on the fixed spread for the applicable series of Notes plus the yield of the specified Reference U.S. Treasury Security for that series as of the Price Determination Date. See "Description of the Tender Offers and Consent Solicitations—Determination of Consideration" in the Offer to Purchase and Consent Solicitation Statement. The Total Consideration does not include the applicable Accrued Coupon Payment (as defined in the Offer to Purchase and Consent Solicitation Statement), which will be payable in cash in addition to the applicable Total Consideration. There is no separate consent payment for the Consent Solicitations. |
| (3) | The "Offer Yield" is equal to the sum of (a) the yield, as calculated by the lead dealer managers, that equates to the bid-side price of the Reference U.S. Treasury Security specified in the tables above for such series of Notes appearing at 10:00 a.m. (New York City time), today, June 2, 2026 on the Bloomberg Reference Page specified in Verizon's press release announcing the Tender Offers and Consent Solicitations, dated May 11, 2026 (the "Launch Press Release"), for such series of Notes, plus (b) the Fixed Spread specified in the tables above for such series of Notes. |
| (4) | Per $1,000 principal amount of Notes validly tendered at or prior to 5:00 p.m. (New York City time) on June 1, 2026 and accepted for purchase. * Denotes a series of Notes, a portion of which is held in physical certificated form (such portion, the "Certificated Notes") and is not held through The Depository Trust Company ("DTC"). Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying Letter of Transmittal. With respect to the Certificated Notes, all references to the Offer to Purchase and Consent Solicitation Statement herein shall also include the Letter of Transmittal. |
Verizon's obligation to accept Notes (and, with respect to the Any and All Notes, the related consents) tendered in the Tender Offers and Consent Solicitations is subject to the terms and conditions described in the Offer Documents, as amended, including with respect to the Waterfall Tender Offers (i) the Acceptance Priority Procedures (as described in the Launch Press Release) and (ii) a cap of an amount sufficient to accept for purchase all of the Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Notes Early Participation Date on the total cash Verizon pays to purchase Waterfall Notes under the Waterfall Tender Offers (excluding the applicable Accrued Coupon Payments). The Total Consideration or Tender Consideration that will be paid on the Settlement Date (as defined in the Offer to Purchase and Consent Solicitation Statement, as amended) for each series of Notes accepted for purchase does not include the applicable Accrued Coupon Payment, which will be paid, in cash, in addition to the Total Consideration or Tender Consideration, as applicable. Because the Total Consideration to be paid for the Waterfall Notes validly tendered at or prior to the Waterfall Notes Early Participation Date will be equal to the increased Waterfall Cap, no Waterfall Notes tendered after the Waterfall Notes Early Participation Date will be accepted for purchase.
Verizon has retained Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC to act as lead dealer managers and lead solicitation agents for the Tender Offers and Consent Solicitations and BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Intesa Sanpaolo IMI Securities Corp. and NatWest Markets Securities Inc. as co-dealer managers and co-solicitation agents for the Tender Offers and Consent Solicitations. Questions regarding terms and conditions of the Tender Offers and Consent Solicitations should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect), or J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-7489 (collect), Morgan Stanley at (800) 624-1808 (toll-free) or (212) 761-1057 (collect) or Wells Fargo at (866) 309-6316 (toll-free) or (704) 410-4235 (collect).
Global Bondholder Services Corporation is acting as the Tender Agent and the Information Agent for the Tender Offers and Consent Solicitations. Questions or requests for assistance related to the Tender Offers and Consent Solicitations or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (855) 654-2015 (toll-free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers and Consent Solicitations.
If Verizon terminates any Tender Offer and Consent Solicitation with respect to one or more series of Notes, it will give prompt notice to the Tender Agent or Information Agent, as applicable, and all Notes tendered pursuant to such terminated Tender Offer and Consent Solicitation will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in DTC will be released.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Tender Offers and Consent Solicitations before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer Documents.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Notes. The Tender Offers and Consent Solicitations are being made solely pursuant to the Offer Documents and related documents. The Tender Offers and Consent Solicitations are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers and Consent Solicitations to be made by a licensed broker or dealer, the Tender Offers and Consent Solicitations will be deemed to be made on behalf of Verizon by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This communication and any other documents or materials relating to the Tender Offers and Consent Solicitations have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this announcement is not being distributed to, and must not be passed on to, persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. Accordingly, this communication is only addressed to and directed at (i) persons who are outside the United Kingdom, or (ii) persons falling within 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 (iii) within Article 43 of the Financial Promotion Order, or (iv) high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order (such persons together being "relevant persons"). Any person who is not a relevant person should not act or rely on any document or material relating to the Tender Offers and Consent Solicitations or any of their contents.
This communication and any other documents or materials relating to the Tender Offers and Consent Solicitations are only addressed to and directed at persons in member states of the European Economic Area (the "EEA"), who are "Qualified Investors" within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129. The Tender Offers and Consent Solicitations are only available to Qualified Investors. None of the information in any document or material relating to the Tender Offers and Consent Solicitations should be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.
Cautionary Statement Regarding Forward-Looking Statements
In this communication Verizon has made forward-looking statements, including regarding the conduct and completion of the Tender Offers and Consent Solicitations. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as "will," "may," "should," "continue," "anticipate," "assume," "believe," "expect," "plan," "appear," "project," "estimate," "hope," "intend," "target," "forecast," or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated, including those discussed in the Offer to Purchase and Consent Solicitation Statement under the heading "Risk Factors" and under similar headings in other documents that are incorporated by reference in the Offer to Purchase and Consent Solicitation Statement. Holders are urged to consider these risks and uncertainties carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release, and Verizon undertakes no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. Verizon cannot assure you that projected results or events will be achieved.
This announcement was originally published by Verizon. Read the original press release.
Media contact:
Katie Magnotta
201-602-9235
katie.magnotta@verizon.com
