Verizon in Inaugural $4 Billion Hybrid Bond Offerings, Tender Offers, and Consent Solicitations

Cleary Gottlieb represented Verizon Communications Inc. (Verizon) in its inaugural $4 billion hybrid bond offerings, consisting of $2 billion 6.05% fixed-to-fixed rate junior subordinated notes due 2058 and $2 billion 6.2% fixed-to-fixed rate junior subordinated notes due 2056.

Verizon will use the net proceeds for general corporate purposes. The transactions priced on May 11, 2026, and closed on May 14, 2026.

The USD hybrid bond offerings are the sixth in a series of multi-currency hybrid bond offerings Verizon has executed, with the support of Cleary, over the last six months with a combined total of over the equivalent of $12 billion, including €2.25 billion and £1 billion hybrid offerings in November 2025, €2.25 billion and £600 million hybrid offerings in February 2026, and A$1.3 billion hybrid offering in March 2026.

Cleary is also representing Verizon in connection with its separate cash tender offers to purchase 20 series of notes, for its own account and on behalf of certain of its wholly owned subsidiaries, including any and all tender offers for 11 series of outstanding notes and related solicitations of consents, on behalf of such subsidiaries, to the proposed amendments to the indentures governing such notes, and waterfall tender offers up to $1.25 billion aggregate purchase price for 9 series of outstanding notes.

Concurrently with the tender offers, Cleary is also representing Verizon in connection with its offers to exchange, on behalf of certain of its wholly owned subsidiaries, 11 series of outstanding notes for new notes issued by Verizon and the related solicitations of consents to the proposed amendments to the indentures governing such outstanding notes.

The tender offers and exchange offers commenced on May 11, 2026, have an early participation date of June 1, 2026, and are expected to expire on June 16, 2026.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities LLC acted as lead dealer managers and lead solicitation agents for the offers and consent solicitations.

The Cleary corporate team includes partner Lesley Janzen, counsel Elizabeth Chang, associates Taewan Roh and Grady Tarplee, and law clerk Crystal Lee, with assistance from capital markets attorney Nina Bell. Partner Matthew Brigham and associate Banu Dzhafarova advised on tax matters.