Verizon Announces Pricing Terms of Exchange Offer
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The interest rate on the New Notes will be 4.073% per annum, determined in accordance with the procedures set forth in the confidential exchange offer memorandum, dated
The total exchange price to be received in the Exchange Offer for each £1,000 principal amount of Existing Notes validly tendered, and not validly withdrawn, at or prior to the early participation date (
The table below shows, among other things, the total exchange price and exchange price per £1,000 principal amount of Existing Notes accepted in the Exchange Offer.
Existing Notes |
ISIN |
Principal |
Exchange Reference Security |
Exchange Reference Security Yield |
Exchange Spread (Basis Points) |
Exchange Offer Yield |
New Notes |
Exchange Price |
Total Exchange Price |
Adjusted Cash Amount1 |
New Notes Amount2 |
8.875% Notes due |
XS0405876672 |
£600,000,000 |
UKT 5.00% |
1.546% |
+40 |
1.955% |
Notes due |
£1,245.19 |
£1,295.19 |
£40.00 |
£1,255.19 |
__________ |
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(1) The "Cash Amount" portion of the total exchange price has been adjusted (the "Adjusted Cash Amount") from the amount previously announced and reflected in the Exchange Offer Memorandum in accordance with the adjustment procedure set forth in the Exchange Offer Memorandum. |
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(2) The "New Notes Amount" portion of the total exchange price has been adjusted to account for the Adjusted Cash Amount in accordance with the adjustment procedure set forth in the Exchange Offer Memorandum. |
In addition to the total exchange price or exchange price, as applicable, Eligible Holders whose Existing Notes are accepted for exchange will be paid accrued and unpaid interest on such Existing Notes to, but not including, the applicable settlement date (rounded down to the nearest £0.01). In the case of Existing Notes exchanged on the final settlement date, this amount will be reduced to offset any entitlement to pre-issuance interest that is embedded in the New Notes to be issued on the final settlement date, as described in the Exchange Offer Memorandum.
Tenders of Existing Notes in the Exchange Offer may be validly withdrawn at any time at or prior to
The Exchange Offer will expire at
The complete terms of the Exchange Offer are described in the Exchange Offer Memorandum.
The Exchange Offer is being conducted by
Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes as to when such intermediary needs to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer before the deadlines specified herein and in the Exchange Offer Memorandum. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Exchange Offer Memorandum.
If and when issued, the New Notes will not be registered under the U.S. Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
This communication has 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 communication is not being directed at persons within the
In particular, this communication is only addressed to and directed at: (A) in any Member State of the European Economic Area that has implemented the Prospectus Directive (as defined below), qualified investors in that Member State within the meaning of the Prospectus Directive and (B) (i) persons that are outside the
Cautionary Statement Regarding Forward-Looking Statements
In this communication we have made forward-looking statements. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words "anticipates," "believes," "estimates," "hopes" or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors, along with those discussed in our filings with the
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