Verizon in $2.5 Billion Tender Offers

August 9, 2023

Cleary Gottlieb represented longtime client Verizon Communications Inc. (Verizon) in its offers to purchase 14 series of its outstanding notes for cash totaling approximately $2.5 billion.

The offers launched on July 25, 2023, and early tenders were settled on August 9, 2023.

The offers were structured as waterfall tender offers, in which multiple series of debt securities are tendered for, in specified order of priority, subject to specified caps. The offers provided for an early tender premium and early settlement, and the caps for the offers were met at the early participation date. At early settlement, Verizon accepted outstanding notes pursuant to the offers’ priority acceptance levels up to the cap amounts. There will be no final settlement date and no notes tendered after the early participation date will be accepted for purchase.

The offers will expire on August 22, 2023.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and SMBC Nikko Securities America Inc. acted as lead dealer managers for the offers, and CastleOak Securities L.P., Loop Capital Markets LLC, Samuel A. Ramirez & Company Inc., and Siebert Williams Shank & Co. LLC acted as co-dealer managers for the offers.