Verizon Announces Expiration and Final Results of Tender Offer for Eight Tranches of Notes of Verizon and Its Subsidiaries

NEW YORK, March 18, 2014 /PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced the expiration and final results of its previously announced cash tender offer for any and all of the following series of notes (the "Notes") (for each series of Notes, an "Offer" and, collectively, the "Offers"): 

• $1,000,000,000 outstanding aggregate principal amount of Cellco Partnership and Verizon Wireless Capital LLC 8.50% Notes due 2018 (the "Cellco 8.50% Notes");¹
• $1,300,000,000 outstanding aggregate principal amount of Verizon 8.75% Notes due 2018 (the "Verizon 8.75% Notes");
• $300,000,000 outstanding aggregate principal amount of Alltel Corporation 7.00% Debentures due 2016 (the "Alltel 7.00% Debentures");
• $1,250,000,000 outstanding aggregate principal amount of Verizon 5.55% Notes due 2016 (the "Verizon 5.55% Notes");
• $750,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2017 (the "Verizon 5.50% Notes due 2017");
• $600,000,000 outstanding aggregate principal amount of GTE Corporation 6.84% Debentures due 2018 (the "GTE 6.84% Debentures");
• $1,500,000,000 outstanding aggregate principal amount of Verizon 6.10% Notes due 2018 (the "Verizon 6.10% Notes"); and
• $1,500,000,000 outstanding aggregate principal amount of Verizon 5.50% Notes due 2018 (the "Verizon 5.50% Notes due 2018").

(1) On February 28, 2014, Cellco Partnership and Verizon Wireless Capital LLC issued a partial redemption for $1.25 billion of the $2.25 billion outstanding aggregate principal amount of the Cellco 8.50% Notes. In accordance with DTC procedures, the Cellco 8.50% Notes that are subject to this partial redemption were not available to be tendered in connection with the Offer.  As a result, only $1.00 billion in aggregate principal amount of Cellco 8.50% Notes was available to be tendered in connection with the Offer.

The Offers were subject to the terms and conditions set forth in the Offer to Purchase, dated March 10, 2014, relating thereto (the "Offer to Purchase").  The Offers expired at 5:00 p.m., New York City time, on Monday, March 17, 2014 (the "Expiration Time"). 

Verizon was advised by Global Bondholder Services Corporation, as the depositary and information agent for the Offers ("GBS"), that as of the Expiration Time, the aggregate principal amounts of the Notes specified in the table below were validly tendered and not withdrawn prior to the Expiration Time.  Verizon was also advised by GBS that as of the Expiration Time, the aggregate principal amount of each series of Notes tendered and not withdrawn prior to the Expiration time represented the percentages of the Notes outstanding as specified in the table below.

Notes	CUSIP/ISIN Number(s)	Principal Amount Outstanding	Principal Amount Tendered as a Percent of Outstanding	Principal Amount Tendered	Principal Amount Accepted	Aggregate Total Consideration1	Financing Condition Acceptance Priority Level
8.50%  Notes due 2018	92344SAK6 92344SAG5 USU9220QAD61	$1,000,000,0002	61.94%3	$619,409,000	$619,409,000	$810,749,258	1
8.75% Notes due 2018	92343VAQ7	$1,300,000,000	43.41%	$564,347,000	$564,347,000	$746,005,597	2
7.00% Debentures due 2016	020039AE3	$300,000,000	52.22%	$156,672,000	$156,672,000	$176,418,591	3
5.55% Notes due 2016	92343VAC8	$1,250,000,000	52.13%	$651,676,000	$651,676,000	$716,101,776	4
5.50% Notes due 2017	92343VAG9	$750,000,000	47.07%	$353,031,000	$353,031,000	$409,122,919	5
6.84% Debentures due 2018	362320AZ6	$600,000,000	44.38%	$266,285,000	$266,285,000	$326,494,701	6
6.10% Notes due 2018	92343VAM6	$1,500,000,000	49.83%	$747,484,000	$747,484,000	$894,113,783	7
5.50% Notes due 2018	92343VAL8	$1,500,000,000	50.86%	$762,942,000	$762,942,000	$878,988,868	8

__________

(1) For each series of Notes, equals the aggregate total consideration (the applicable Purchase Price together with accrued and unpaid interest from and including the last interest payment date for such series of Notes to, but not including, the Settlement Date (as defined below)) to be paid in respect of all Notes of such series accepted for purchase. Amounts rounded to nearest dollar.
(2) Reflects the partial redemption issued for this series of Notes, as described above.
(3) Percentage calculated by dividing the amount of Cellco 8.50% Notes available to be tendered in the Offer by the aggregate principal amount of Cellco 8.50% Notes validly tendered and not withdrawn as of the Expiration Time.

The Offer for each series of Notes was conditioned upon the satisfaction of certain conditions, including a financing condition. 

The financing condition was met with respect to the Cellco 8.50% Notes, the Verizon 8.75% Notes, the Alltel 7.00% Debentures, the Verizon 5.55% Notes, the Verizon 5.50% Notes due 2017, the GTE 6.84% Debentures and the Verizon 6.10% Notes, and it was waived with respect to the Verizon 5.50% Notes due 2018. Verizon accepted for payment all Notes of each series validly tendered and not validly withdrawn at or prior to the Expiration Time.

Payment for Notes accepted will be made on the expected settlement date of March 19, 2014 (the "Settlement Date").  On the Settlement Date, for each series of Notes for which the Financing Condition was satisfied or waived, Verizon, Cellco Partnership and Verizon Wireless Capital LLC, Alltel Corporation and GTE Corporation, as applicable, will pay holders who validly tendered and did not withdraw their Notes at or prior to the Expiration Time the applicable purchase price, plus accrued and unpaid interest from and including the last interest payment date for the Notes to, but not including, the Settlement Date.

Verizon has retained Citigroup Global Markets Inc., Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC to act as the dealer managers (together, the "Dealer Managers") for the Offers. Global Bondholder Services Corporation will act as the Information Agent and the Depositary for the Offers. Questions regarding the Offers should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Mitsubishi UFJ Securities (USA), Inc. at (877) 744-4532 (toll-free) or (212) 405-7481 (collect), RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll-free) or (212) 430-3774 (collect).

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes.

Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York, is a global leader in delivering broadband and other wireless and wireline communications services to consumer, business, government and wholesale customers. Verizon Wireless operates America's most reliable wireless network, with nearly 103 million retail connections nationwide. Verizon also provides converged communications, information and entertainment services over America's most advanced fiber-optic network, and delivers integrated business solutions to customers in more than 150 countries. A Dow 30 company with more than $120 billion in 2013 revenues, Verizon employs a diverse workforce of 176,800. For more information, visit www.verizon.com.

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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 Securities and Exchange Commission (the "SEC"), could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: the ability to realize the expected benefits of our transaction with Vodafone in the timeframe expected or at all; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of further financing; significantly increased levels of indebtedness as a result of the Vodafone transaction; changes in tax laws or treaties, or in their interpretation; adverse conditions in the U.S. and international economies; material adverse changes in labor matters, including labor negotiations, and any resulting financial and/or operational impact; material changes in technology or technology substitution; disruption of our key suppliers' provisioning of products or services; changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks; breaches of network or information technology security, natural disasters, terrorist attacks or acts of war or significant litigation and any resulting financial impact not covered by insurance; the effects of competition in the markets in which we operate; changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; significant increases in benefit plan costs or lower investment returns on plan assets; and the inability to implement our business strategies.

SOURCE Verizon Communications Inc.