NEW YORK, June 02, 2026 (GLOBE NEWSWIRE) -- Verizon Communications Inc. (“Verizon”) (NYSE, Nasdaq: VZ) today announced that it amended the terms of its previously announced Tender Offers (as defined below) and Consent Solicitations (as defined below) to extend the early participation date until 5:00 p.m. (New York City time) on June 16, 2026 (the “Any and All Notes Extended Early Participation Date”), with respect to its previously announced 11 separate offers, on behalf of certain of its wholly-owned subsidiaries, to purchase for cash 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”) as well as solicit consents (the “Consent Solicitations”) to the proposed amendments to the indentures governing the Any and All Notes issued by such subsidiaries (the “Existing Indentures”) in order to, among other things, eliminate certain of the restrictive covenants and other provisions contained therein 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”). Accordingly, the Any and All Notes Extended Early Participation Date will occur at the same time the Any and All Tender Offers and Consent Solicitations are scheduled to expire. Holders of Any and All Notes who validly tender their Any and All Notes at or prior to the Any and All Notes Extended Early Participation Date and whose Any and All Notes are accepted by Verizon will be eligible to receive the Total Consideration (as defined in the Offer to Purchase and Consent Solicitation Statement), which includes the Early Participation Payment (as defined in the Offer to Purchase and Consent Solicitation Statement).
Verizon today also announced that it will increase the Waterfall Cap (as defined below), with respect to its previously announced 9 separate offers, on behalf of itself and of certain of its wholly-owned subsidiaries, from an aggregate purchase price (excluding the applicable Accrued Coupon Payments (as defined in Verizon’s press release dated May 11, 2026)) of $1,250,000,000 of the 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”) that are validly tendered and not validly withdrawn at or prior to the Waterfall Notes Early Participation Date (as defined below) to a total aggregate purchase price that shall be in an amount sufficient to allow Verizon to purchase the full aggregate principal amount of all Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Notes Early Participation Date (approximately $1.4 billion) (the “Waterfall Cap”). The previously announced early participation date with respect to the Waterfall Notes was not modified by Verizon and remained 5:00 p.m. (New York City time) on June 1, 2026. The deadline to validly withdraw tenders (and, with respect to the Any and All Notes, validly revoke the related consents) of Notes was not modified by Verizon, and expired with respect to all series of Notes at 5:00 p.m. (New York City time) on June 1, 2026.
Verizon today also announced the early participation results, as of 5:00 p.m. (New York City time) on June 1, 2026 (with respect to the Any and All Notes, the “Original Any and All Notes Early Participation Date” and with respect to the Waterfall Notes, the “Waterfall Notes Early Participation Date”), of the Tender Offers and Consent Solicitations.
Except as set forth herein, all other terms, provisions and conditions of the Tender Offers and Consent Solicitations will remain in full force and effect as set forth in the Offer Documents. There are no other modifications or extensions being made with respect to the Tender Offers and Consent Solicitations other than those announced here.
Verizon was advised by Global Bondholder Services Corporation, as the Information Agent and the Tender Agent, that as of the Original Any and All Notes Early Participation Date and the Waterfall Notes Early Participation Date, the aggregate principal amounts of the Notes (and, with respect to the Any and All Notes, the related consents) specified in the tables below were validly tendered and not validly withdrawn with respect to the Tender Offers and Consent Solicitations:
| 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 | Percentage of Principal Amount Outstanding Tendered as of the Original Any and All Notes Early Participation Date | |||||||
| 362333AH9 | Frontier Florida LLC | 6.860% Debentures due 2028 | 2/1/2028 | $282,289,000 | $233,437,000 | 82.69% | |||||||
| 362337AK3 | Frontier North Inc. | 6.730% Debentures, Series G due 2028 | 2/15/2028 | $200,000,000 | $124,546,000 | 62.27% | |||||||
| 020039AJ2 | Alltel Corporation | 6.800% Debentures due 2029 | 5/1/2029 | $38,098,000 | $599,000 | 1.57% | |||||||
| 165087AL1 | Verizon Virginia LLC | 8.375% Debentures due 2029 | 10/1/2029 | $8,993,000 | $1,990,000 | 22.13% | |||||||
| 165069AP0 | Verizon Maryland LLC | 8.000% Debentures due 2029* | 10/15/2029 | $19,981,000 | $876,000 | 4.38% | |||||||
| 645767AW4 | Verizon New Jersey Inc. | 7.850% Debentures due 2029 | 11/15/2029 | $44,704,000 | $4,326,000 | 9.68% | |||||||
| 644239AY1 | Verizon New England Inc. | 7.875% Debentures due 2029* | 11/15/2029 | $133,077,000 | $20,069,000 | 15.08% | |||||||
| 165069AQ8 | Verizon Maryland LLC | 8.300% Debentures due 2031 | 8/1/2031 | $21,111,000 | $235,000 | 1.11% | |||||||
| 252759AM7 | Verizon Delaware LLC | 8.625% Debentures due 2031 | 10/15/2031 | $2,381,000 | - | 0.00% | |||||||
| 020039DC4 | Alltel Corporation | 7.875% Senior Notes due 2032 | 7/1/2032 | $55,847,000 | $4,114,000 | 7.37% | |||||||
| 92344WAB7 | Verizon Maryland LLC | 5.125% Debentures due 2033 | 6/15/2033 | $139,085,000 | $19,115,000 | 13.74% | |||||||
| 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 | Percentage of Principal Amount Outstanding Tendered as of the Waterfall Notes Early Participation Date | ||||||||
| 1 | 362311AG7 | Frontier California Inc. | 6.750% Debentures due 2027 | 5/15/2027 | $200,000,000 | $109,112,000 | 54.56% | ||||||||
| 2 | 650094CJ2 | Verizon New York Inc. | 6.500% Debentures due 2028 | 4/15/2028 | $34,773,000 | $1,899,000 | 5.46% | ||||||||
| 3 | 07786DAA4 | Verizon Pennsylvania LLC | 6.000% Debentures due 2028 | 12/1/2028 | $44,079,000 | $9,237,000 | 20.96% | ||||||||
| 4 | 165123AM2 | Frontier West Virginia Inc. | 8.400% Debentures due 2029* | 10/15/2029 | $50,000,000 | $48,516,000 | 97.03% | ||||||||
| 5 | 078167AZ6 | Verizon Pennsylvania LLC | 8.350% Debentures due 2030 | 12/15/2030 | $31,140,000 | $8,642,000 | 27.75% | ||||||||
| 6 | 078167BA0 | Verizon Pennsylvania LLC | 8.750% Debentures due 2031 | 8/15/2031 | $34,923,000 | $24,279,000 | 69.52% | ||||||||
| 7 | 92344XAB5 | Verizon New York Inc. | 7.375% Debentures due 2032 | 4/1/2032 | $99,437,000 | $17,551,000 | 17.65% | ||||||||
| 8 | 362320BA0 | Verizon Communications Inc. | 6.940% Notes due 2028 | 4/15/2028 | $249,838,000 | $48,752,000 | 19.51% | ||||||||
| 9 | 92343VGH1 | Verizon Communications Inc. | 2.100% Notes due 2028 | 3/22/2028 | $2,068,135,000 | $1,142,981,000 | 55.27% | ||||||||
_______________________
| (1) | See Annex A of the Offer to Purchase and Consent Solicitation Statement for a list of original issuer names, as applicable. |
| * | 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 today also announced the amendment of certain terms and early participation results of its separate, previously announced exchange offers and consent solicitations, on behalf of certain of its wholly-owned subsidiaries, to exchange the Any and All Notes for new notes issued by Verizon, on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement dated May 11, 2026 (the “Exchange Offer and Consent Solicitation Statement”). Only holders who have duly completed and returned an eligibility letter certifying that they are either (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States and who are “Non-U.S. qualified offerees” (as defined in the related eligibility letter) are authorized to receive the Exchange Offer and Consent Solicitation Statement and to participate in the exchange offers and consent solicitations thereunder. Consents delivered for a series of Any and All Notes in connection with the Tender Offers will be cumulated with the consents delivered for such series of Any and All Notes in connection with the separate exchange offers. The exchange offers and consent solicitations are separate and distinct from the Tender Offers and Consent Solicitations, and neither the Tender Offers and Consent Solicitations nor the separate exchange offers and consent solicitations are conditioned upon the consummation of such other offer. A Holder will only be able to tender specific Any and All Notes within a series into either the Any and All Tender Offers or the concurrent, separate exchange offer, as the same Any and All Notes cannot be tendered into more than one tender offer at the same time through ATOP.
The Tender Offers and Consent Solicitations will each expire at 5:00 p.m. (New York City time) on June 16, 2026, unless extended or earlier terminated by Verizon (such date and time with respect to a Tender Offer and Consent Solicitation, as the same may be extended with respect to such Tender Offer and Consent Solicitation, the “Expiration Date”).
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 by Verizon and described herein, including with respect to the Waterfall Tender Offers (i) the Acceptance Priority Procedures (as described in Verizon’s press release dated May 11, 2026) and (ii) a cap of originally $1,250,000,000, which has now been increased to 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 (approximately $1.4 billion), on the total cash Verizon pays to purchase Waterfall Notes under the Waterfall Tender Offers (excluding the applicable Accrued Coupon Payments).
The “Settlement Date,” if any, is the date on which Verizon will settle all Notes validly tendered and accepted for purchase, subject to all conditions having been satisfied or waived by Verizon. The Settlement Date is expected to be the third business day following the applicable Expiration Date, unless extended with respect to any Tender Offer and Consent Solicitation.
Promptly after 10:00 a.m. (New York City time) today, June 2, 2026, Verizon will issue a press release specifying, among other things, the Offer Yield (as defined in the Offer to Purchase and Consent Solicitation Statement) and the Total Consideration for each series of Notes.
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.
Media contact:
Katie Magnotta
201-602-9235
katie.magnotta@verizon.com
