Verizon in €2.25 Billion and £600 Million Hybrid Bond Offerings

Cleary Gottlieb is representing Verizon Communications Inc. (Verizon) in offerings of its €2.25 billion 4.2462% fixed-to-fixed rate junior subordinated notes due 2056 and its £600 million 5.7427% fixed-to-fixed rate junior subordinated notes due 2056.

Verizon will use the net proceeds for general corporate purposes. The transactions priced on February 18, 2026, and are expected to close on February 23, 2026.

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.”

The Cleary corporate team includes partner Lesley Janzen, counsel Elizabeth Chang, and associates Emily Arndt, Katherine Hebb, and Chad Kennon. Partner Matthew Brigham and associate Banu Dzhafarova advised on tax matters.