Verizon announces pricing terms of its tender offers for five series of notes

Source: GlobeNewswire
Verizon announces pricing terms of its tender offers for five series of notes

NEW YORK, Nov. 04, 2026 (GLOBE NEWSWIRE) -- Verizon Communications Inc. (“Verizon”) (NYSE, Nasdaq: VZ) today announced the pricing terms of its five previously announced separate offers to purchase for cash up to $500 million aggregate purchase price of the outstanding series of its notes listed in the table below (collectively, the “Notes” and such tender offers, the “Offers”), on the terms and subject to the conditions set forth in the Offer to Purchase dated October 29, 2026 (the “Offer to Purchase”). 

The table below indicates, among other things, the applicable Offer Yield, as calculated at 2:00 p.m. (New York City time) today, November 4, 2026 (the “Price Determination Date”) in accordance with the Offer to Purchase, and the Total Consideration for each series of Notes. Terms not otherwise defined herein are defined in the Offer to Purchase.

Acceptance Priority Level(1)Title of SecurityCUSIP/ISIN
Number
Principal
Amount
Outstanding
Sub Cap(2)
Reference U.S.
Treasury Security(3)
Reference YieldFixed Spread
(Basis Points)(3)
Offer Yield(4)Total Consideration(5)
13.000% Notes due November 20, 206092343VFV1 / US92343VFV18$1,864,262,000$155,000,000
5.000% UST due 5/15/20565.285%+1106.385%$532.28
23.700% Notes due March 22, 206192343VGC2 / US92343VGC28$2,670,732,0005.000% UST due 5/15/20565.285%+1156.435%$623.12
32.650% Notes due November 20, 204092343VFT6 / US92343VFT61$1,948,887,0004.625% UST due 8/15/20364.894%+1306.194%$670.94
42.100% Notes due March 22, 202892343VGH1 / US92343VGH15$917,789,000Not Applicable3.875% UST due 3/15/20284.525%+254.775%$964.92
53.150% Notes due March 22, 203092343VFE9 / US92343VFE92$1,140,001,000Not Applicable5.000% UST due 9/30/20314.689%+505.189%$937.67


(1)Subject to the satisfaction or waiver of the conditions of the Offers described in the Offer to Purchase, if the aggregate total consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the Expiration Date, and not validly withdrawn, and accepted by Verizon pursuant to the Offers (the “Total Consideration”) exceeds the Waterfall Cap, Verizon will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level), subject, in the case of the Sub Cap Notes, to the Sub Cap. It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase or will be accepted only on a prorated basis.
(2)The Sub Cap limits the aggregate Total Consideration payable for the Sub Cap Notes purchased pursuant to the Offers, collectively, to $155,000,000. Verizon reserves the right, but is under no obligation, to waive or increase the Sub Cap at any time, subject to applicable law.
(3)The Total Consideration for each series of Notes validly tendered is determined in accordance with standard market practice, as described in the Offer to Purchase, to result in a price as of the applicable Settlement Date (as defined in the Offer to Purchase) that equates to a yield to the applicable maturity date (or, if the price so determined would be greater than $1,000 per $1,000 principal amount of Notes, the applicable par call date) in accordance with the formula set forth in Annex A to the Offer to Purchase, for the applicable series of Notes, equal to the Offer Yield (as defined below). The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.
(4)The “Offer Yield” is equal to the sum of (a) the yield corresponding to the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above for such series of Notes as of the Price Determination Date quoted on the Bloomberg reference page specified in Verizon’s press release announcing the Offers, dated October 29, 2026 (the “Launch Press Release”) (the “Reference Yield”), plus (b) the applicable Fixed Spread specified in the table above for such series of Notes.
(5)Per $1,000 principal amount of Notes, assuming the expected settlement date of November 9, 2026, and excluding the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.
  

The Offers will each expire at 5:00 p.m. (New York City time) today, November 4, 2026, unless extended or earlier terminated by Verizon (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). Notes may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) today, November 4, 2026. Verizon’s obligation to accept Notes tendered in the Offers is subject to the terms and conditions described in the Offer to Purchase, including with respect to the Offers (i) the Acceptance Priority Procedures, (ii) the Waterfall Cap and (iii) the Sub Cap, each as described in the Launch Press Release. Subject to applicable law and limitations described in the Offer to Purchase, Verizon expressly reserves the right to amend, extend or, to the extent the conditions described in the Offer to Purchase are not satisfied or waived, terminate any of the Offers at any time at or prior to the Expiration Date. 

Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders who validly tender, and do not validly withdraw, Notes at or prior to the Expiration Date, and whose Notes are accepted for purchase by Verizon, will receive the applicable Total Consideration per $1,000 principal amount of such Notes in cash on the Settlement Date. All Holders whose Notes are accepted in an Offer also will receive a cash payment equal to accrued and unpaid interest on such Notes to, but excluding, the Settlement Date (the “Accrued Coupon Payment”) in addition to their Total Consideration.

Promptly after the Expiration Date, and in any event by 10:00 a.m. (New York City time) on the next business day, Verizon will announce the aggregate principal amount of Notes accepted in each Offer, the applicable Total Consideration and any applicable proration factor. Based upon information received from Global Bondholder Services Corporation, as of 1:00 p.m. (New York City time) today, Verizon expects to accept all tendered Notes of Acceptance Priority Levels 1 and 4 in full, to accept a portion of tendered Notes of Acceptance Priority Levels 2 and 5 and not to accept any tendered Notes of Acceptance Priority 3. However, final proration factors will be determined after 5:00 p.m. (New York City time) on the Expiration Date once final results are received. Because Holders of the Notes may withdraw validly tendered Notes at any time at or prior to the Withdrawal Date, and additional Notes may be validly tendered at or prior to the Expiration Date, Verizon does not view these preliminary results as representative of the final results of the Offers.

Verizon has retained Barclays Capital Inc. and Scotia Capital (USA) Inc. to act as dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Barclays Capital Inc. at us.lm@barclays.com or (212) 528-7581 (collect) or Scotia Capital (USA) Inc. at LM@scotiabank.com or (212) 225-5559 (collect). Global Bondholder Services Corporation is acting as the Tender Agent and the Information Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation at (855) 654-2015 (toll-free) or (212) 430-3774 (collect). Copies of the Offer to Purchase are also available at the following web address: https://www.gbsc-usa.com/verizon. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

If Verizon terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Tender Agent and Information Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in The Depository Trust Company (“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 withdrawal is permitted) withdraw their instruction to participate in, the Offers before the deadlines specified herein and in the Offer to Purchase. 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 to Purchase.

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 Offers are being made solely pursuant to the Offer to Purchase and related documents. The Offers 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 Offers to be made by a licensed broker or dealer, the Offers 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 Offers 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”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This communication and any other documents or materials relating to the Offers 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 Offers are only available to Qualified Investors. None of the information in any document or material relating to the Offers 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 Offers. 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,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” “target,” “forecast,” or other words or phrases of similar import. Similarly, statements that describe Verizon’s objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated, including those discussed in the Offer to Purchase under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference into the Offer to Purchase. 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