Verizon in €2.25 Billion and £1 Billion Hybrid Bond Offerings

Cleary Gottlieb is representing Verizon Communications Inc. (Verizon) in offerings of its €2.25 billion 3.9962% fixed-to-fixed rate junior subordinated notes due 2056 and its £1 billion 5.742% fixed-to-fixed rate junior subordinated notes due 2056.

Verizon will use the net proceeds from the offerings to redeem all of its outstanding 1.45% notes due 2026, part of its 4.125% notes due 2027, and all of its 3% notes due 2027, with the remainder for general corporate purposes. The transactions priced on November 4, 2025, and are expected to close on November 10, 2025.

Verizon is a holding company that, acting through its subsidiaries, is one of the world’s leading providers of communications, technology, information, and entertainment products and services to consumers, businesses, and government entities.

The notes were structured as hybrid securities to receive equity credit from the rating agencies. As a result, the notes include features of traditional debt (such as a fixed maturity date and regular interest payments) and traditional equity (such as the right to defer current payments without causing an event of default), as well as redemption rights upon the occurrence of a “Tax Deductibility Event,” “Rating Agency Event,” “Tax Withholding Event,” or “Substantial Repurchase Event.”