Verizon in $500.4 Million Cash Tender Offers

Cleary Gottlieb represented Verizon Communications Inc. (Verizon) in five concurrent abbreviated cash tender offers targeting five series of its U.S. dollar-denominated outstanding fixed-rate notes.

The purchase price for each series of notes was based on a fixed spread over benchmark security yields. The offers launched on October 29, 2026, expired on November 4, 2026, and settled on November 9, 2026. Barclays Capital Inc. and Scotia Capital (USA) Inc. acted as dealer managers.

The offers were structured with a capped “waterfall” feature, under which notes were accepted in the order of their acceptance priority levels subject to a “sub cap,” limiting the aggregate total consideration to be paid for notes in the first three acceptance priority levels only, and an overall cap, limiting the aggregate total consideration to be paid for notes accepted from all five series. Because this abbreviated tender offer was structured in accordance with the new June 2026 SEC Exemptive Order for Tender or Exchange Offers for Non-Convertible Debt, Verizon was able to prorate the notes it repurchased at acceptance priority levels two and five, so that such notes, plus all notes with an acceptance priority level of one and four, could be repurchased by Verizon without exceeding the applicable caps, as increased by Verizon in accordance with the terms of the exemptive order.

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

The Cleary team included partner Lesley Janzen, counsel Elizabeth Chang, associate Marc Chien, and law clerks Crystal Lee and Oluwafisayo Olowoyo. Partner Matthew Brigham and associate Reina Kim advised on tax matters