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

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The Offers will expire at 4:00 a.m. Eastern Time / 9:00 a.m. British Summer Time tomorrow, October 24, 2017 (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Expiration Date").  Tendered Notes may be validly withdrawn at any time at or prior to 4:00 a.m. Eastern Time / 9:00 a.m. British Summer Time tomorrow, October 24, 2017 (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Withdrawal Date"), but not thereafter, unless extended by Verizon.  The "Settlement Date" with respect to an Offer will occur promptly following the Expiration Date and is expected to be the third business day following the Expiration Date (which would be October 27, 2017 ) with respect to such Offer, unless extended with respect to such Offer.  Notes tendered pursuant to the guaranteed delivery procedures also will be settled on the Settlement Date. 

Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders who (i) validly tender and do not validly withdraw Notes at or prior to the Expiration Date or (ii) deliver a properly completed and duly executed notice of guaranteed delivery and all other required documents at or prior to the Expiration Date and validly tender and do not validly withdraw their Notes at or prior to the guaranteed delivery date pursuant to the guaranteed delivery procedures, and in either case, whose Notes are accepted for purchase by Verizon, will receive the applicable Total Consideration for each €1,000 or £1,000 principal amount, as applicable, of such Notes, which will be payable in cash. 

In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Notes, from and including the immediately preceding interest payment date for such Notes to, but excluding, the applicable Settlement Date (the "Accrued Coupon Payment"). The Accrued Coupon Payment in respect of Notes accepted for purchase will be calculated in accordance with the terms and conditions of such Notes and will be paid in cash.  Interest will cease to accrue on the Settlement Date for all Notes accepted, including those tendered through the guaranteed delivery procedures.  Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by Euroclear or Clearstream.  

Verizon's obligation to accept any series of Notes tendered in the Offers is subject to the satisfaction or waiver of certain conditions applicable to the Offer for such series described in the Tender Offer Documents, including the previously announced Euro Financing Condition and GBP Financing Condition.

Verizon has retained Barclays Bank PLC, Credit Suisse Securities ( Europe ) Limited and Deutsche Bank AG, London Branch, to act as the dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Barclays Bank PLC, at +44 (0)20 3134-8515 ( London ) or (800) 438-3242 (U.S. toll-free) or (212) 528-7581 (collect), Credit Suisse Securities ( Europe ) Limited at +44 (0)20 7883-8763 ( London ) or (800) 820-1653 (U.S. toll-free) or (212) 325-2476 (collect) or Deutsche Bank AG, London Branch at +44 (0)20 7545-8011 ( London ) or (866) 627-0391 (U.S. toll-free) or (212) 250-2955 (collect).

Lucid Issuer Services Limited is acting as the Information Agent and the Tender Agent for the Offers.  Questions or requests for assistance related to the Offers or for additional copies of the Tender Offer Documents may be directed to Lucid Issuer Services Limited at +44 (0)20 7704-0880.  You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following link https://www.lucid-is.com/Verizon.

If Verizon terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Tender 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 through the facilities of Euroclear or Clearstream will be released.

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 Tender Offer Documents.  The distribution of this document in certain jurisdictions (including, but not limited to, the United States , the United Kingdom , Italy , France , Belgium , the Republic of Ireland and Switzerland ) may be restricted by law. The Offers are not being made to Holders 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, blue sky or other 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.

In this communication we have made forward-looking statements.  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," 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 which could cause actual results to differ materially from those currently anticipated.  Factors that could materially affect these forward-looking statements can be found in our periodic reports filed with the SEC.  Eligible Holders are urged to consider these factors 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 we undertake 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.  We cannot assure you that projected results or events will be achieved.

Related Links

http://www.verizon.com/   
https://www.verizonwireless.com/  
http://www.verizonenterprise.com/  
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Bob Varettoni
908-559-6388
robert.a.varettoni@verizon.com

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