Verizon announces expiration and final results of its tender offers and consent solicitations for 20 series of Verizon and certain of its subsidiaries’ notes
NEW YORK, June 17, 2026 (GLOBE NEWSWIRE) -- Verizon Communications Inc. (“Verizon”) (NYSE, Nasdaq: VZ) today announced the expiration and final results, as of 5:00 p.m. (New York City time) on June 16, 2026 (the “Expiration Date”), which was also the Any and All Notes Extended Early Participation Date (as defined in Verizon’s press releases relating to the Tender Offers and Consent Solicitations dated June 2, 2026 (collectively, the “June 2026 Press Release”) of its previously announced 11 separate offers, on behalf of certain of its wholly-owned subsidiaries, to purchase for cash any and all of the debt securities listed in Table 1 below (the “Any and All Notes” and such offers, the “Any and All Tender Offers”) as well as solicit consents (the “Consent Solicitations”) to the proposed amendments to the indentures governing the Any and All Notes issued by such subsidiaries (with respect to each series of Any and All Notes, the “Proposed Amendments”) in order to, among other things, eliminate certain of the restrictive covenants and other provisions contained therein on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 11, 2026 (the “Offer to Purchase and Consent Solicitation Statement” and, together with the accompanying letter of transmittal, the “Offer Documents”), as amended by the June 2026 Press Release.
As previously announced, Verizon accepted for purchase all of the Waterfall Notes (as defined in the June 2026 Press Release) (together with the Any and All Notes, the “Notes”) validly tendered at or prior to the Waterfall Notes Early Participation Date (as defined in the June 2026 Press Release) in connection with its 9 separate Waterfall Tender Offers (as defined in the June 2026 Press Release) (together with the Any and All Tender Offers, the “Tender Offers”) on behalf of itself and certain of its wholly-owned subsidiaries in accordance with the Acceptance Priority Procedures (as defined in the June 2026 Press Release) described in the Offer to Purchase and Consent Solicitation Statement, as amended. Because the aggregate purchase price to be paid for the Waterfall Notes validly tendered at or prior to the Waterfall Notes Early Participation Date was equal to the increased Waterfall Cap, no additional Waterfall Notes tendered after the Waterfall Notes Early Participation Date were accepted for purchase.
Verizon today also announced the final results of its separate, previously announced exchange offers and consent solicitations (such consent solicitations, the “Separate Consent Solicitations”), on behalf of certain of its wholly-owned subsidiaries, to exchange the Any and All Notes for new notes issued by Verizon, on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement dated May 11, 2026 (the “Exchange Offer and Consent Solicitation Statement”), as amended by Verizon’s press release relating to the exchange offers and Separate Consent Solicitations dated June 2, 2026. Consents delivered for a series of Any and All Notes in connection with the Tender Offers were cumulated with the consents delivered for such series of Any and All Notes in connection with the Separate Consent Solicitations. The exchange offers are separate and distinct from the Tender Offers, and neither the Tender Offers nor the separate exchange offers are conditioned upon the consummation of such other offers.
As of the Expiration Date, all conditions to the Tender Offers and Consent Solicitations were deemed satisfied or waived by Verizon. The requisite consents to effect the applicable Proposed Amendments were received in connection with the Consent Solicitations and Separate Consent Solicitations with respect to the 6.860% Debentures due 2028, 6.730% Debentures, Series G due 2028, 8.375% Debentures due 2029, 7.875% Debentures due 2029, 8.625% Debentures due 2031 and 7.875% Senior Notes due 2032. The aggregate principal amount of the Notes accepted by Verizon (not including accrued and unpaid interest on such Notes) in connection with the Tender Offers and Consent Solicitations is $1,857,563,000.
Verizon has accepted all Notes (and, with respect to the Any and All Notes, the related consents) validly tendered and not validly withdrawn at or prior to the Expiration Date. The tables below set forth, among other things, the principal amount of each series of Notes that has been accepted for purchase:
| Table 1 | |||||||||||||||
| Any and All of the Outstanding Any and All Notes and related Consent Solicitations Listed Below: | |||||||||||||||
| CUSIP Number | Issuer(1) | Title of Security | Maturity Date | Principal Amount Outstanding | Principal Amount Outstanding Accepted | Percentage of Principal Amount Outstanding | |||||||||
| 362333AH9 | Frontier Florida LLC | 6.860% Debentures due 2028 | 2/1/2028 | $282,289,000 | $234,260,000 | 82.99% | |||||||||
| 362337AK3 | Frontier North Inc. | 6.730% Debentures, Series G due 2028 | 2/15/2028 | $200,000,000 | $157,217,000 | 78.61% | |||||||||
| 020039AJ2 | Alltel Corporation | 6.800% Debentures due 2029 | 5/1/2029 | $38,098,000 | $634,000 | 1.66% | |||||||||
| 165087AL1 | Verizon Virginia LLC | 8.375% Debentures due 2029 | 10/1/2029 | $8,993,000 | $2,756,000 | 30.65% | |||||||||
| 165069AP0 | Verizon Maryland LLC | 8.000% Debentures due 2029* | 10/15/2029 | $19,981,000 | $1,498,000 | 7.50% | |||||||||
| 645767AW4 | Verizon New Jersey Inc. | 7.850% Debentures due 2029 | 11/15/2029 | $44,704,000 | $4,739,000 | 10.60% | |||||||||
| 644239AY1 | Verizon New England Inc. | 7.875% Debentures due 2029* | 11/15/2029 | $133,077,000 | $20,467,000 | 15.38% | |||||||||
| 165069AQ8 | Verizon Maryland LLC | 8.300% Debentures due 2031 | 8/1/2031 | $21,111,000 | $305,000 | 1.44% | |||||||||
| 252759AM7 | Verizon Delaware LLC | 8.625% Debentures due 2031 | 10/15/2031 | $2,381,000 | - | 0.00% | |||||||||
| 020039DC4 | Alltel Corporation | 7.875% Senior Notes due 2032 | 7/1/2032 | $55,847,000 | $4,349,000 | 7.79% | |||||||||
| 92344WAB7 | Verizon Maryland LLC | 5.125% Debentures due 2033 | 6/15/2033 | $139,085,000 | $20,369,000 | 14.65% | |||||||||
| Table 2 | |||||||||||||||||
| Outstanding Waterfall Notes in the Waterfall Tender Offers Listed Below: | |||||||||||||||||
| Acceptance Priority Level | CUSIP Number | Issuer(1) | Title of Security | Maturity Date | Principal Amount Outstanding | Principal Amount Outstanding Accepted | Percentage of Principal Amount Outstanding | ||||||||||
| 1 | 362311AG7 | Frontier California Inc. | 6.750% Debentures due 2027 | 5/15/2027 | $200,000,000 | $109,112,000 | 54.56% | ||||||||||
| 2 | 650094CJ2 | Verizon New York Inc. | 6.500% Debentures due 2028 | 4/15/2028 | $34,773,000 | $1,899,000 | 5.46% | ||||||||||
| 3 | 07786DAA4 | Verizon Pennsylvania LLC | 6.000% Debentures due 2028 | 12/1/2028 | $44,079,000 | $9,237,000 | 20.96% | ||||||||||
| 4 | 165123AM2 | Frontier West Virginia Inc. | 8.400% Debentures due 2029* | 10/15/2029 | $50,000,000 | $48,516,000 | 97.03% | ||||||||||
| 5 | 078167AZ6 | Verizon Pennsylvania LLC | 8.350% Debentures due 2030 | 12/15/2030 | $31,140,000 | $8,642,000 | 27.75% | ||||||||||
| 6 | 078167BA0 | Verizon Pennsylvania LLC | 8.750% Debentures due 2031 | 8/15/2031 | $34,923,000 | $24,279,000 | 69.52% | ||||||||||
| 7 | 92344XAB5 | Verizon New York Inc. | 7.375% Debentures due 2032 | 4/1/2032 | $99,437,000 | $17,551,000 | 17.65% | ||||||||||
| 8 | 362320BA0 | Verizon Communications Inc. | 6.940% Notes due 2028 | 4/15/2028 | $249,838,000 | $48,752,000 | 19.51% | ||||||||||
| 9 | 92343VGH1 | Verizon Communications Inc. | 2.100% Notes due 2028 | 3/22/2028 | $2,068,135,000 | $1,142,981,000 | 55.27% | ||||||||||
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(1) See Annex A of the Offer to Purchase and Consent Solicitation Statement for a list of original issuer names, as applicable.
* Denotes a series of Notes, a portion of which is held in physical certificated form (such portion, the “Certificated Notes”) and is not held through The Depository Trust Company (“DTC”). Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying Letter of Transmittal. With respect to the Certificated Notes, all references to the Offer to Purchase and Consent Solicitation Statement herein shall also include the Letter of Transmittal.
On June 22, 2026 (the “Settlement Date”), holders whose Notes have been accepted for purchase will receive the applicable Total Consideration, which is based on the previously announced pricing terms for the Tender Offers and includes the Early Participation Payment (each as defined in the Offer to Purchase and Consent Solicitation Statement, as amended), in cash. Such holders will also receive an additional cash payment equal to accrued and unpaid interest on such Notes to, but not including, the Settlement Date.
Verizon retained Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC to act as lead dealer managers and lead solicitation agents for the Tender Offers and Consent Solicitations and BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Intesa Sanpaolo IMI Securities Corp. and NatWest Markets Securities Inc. as co-dealer managers and co-solicitation agents for the Tender Offers and Consent Solicitations.
Global Bondholder Services Corporation has acted as the Tender Agent and the Information Agent for the Tender Offers and Consent Solicitations. Questions or requests for assistance related to the Tender Offers and Consent Solicitations or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (855) 654-2015 (toll-free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers and Consent Solicitations.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Tender Offers and Consent Solicitations before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer Documents.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Notes. The Tender Offers and Consent Solicitations have been made solely pursuant to the Offer Documents and related documents. The Tender Offers and Consent Solicitations are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers and Consent Solicitations to be made by a licensed broker or dealer, the Tender Offers and Consent Solicitations will be deemed to be made on behalf of Verizon by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This communication and any other documents or materials relating to the Tender Offers and Consent Solicitations have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this announcement is not being distributed to, and must not be passed on to, persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. Accordingly, this communication is only addressed to and directed at (i) persons who are outside the United Kingdom, or (ii) persons falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), or (iii) within Article 43 of the Financial Promotion Order, or (iv) high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order (such persons together being “relevant persons”). Any person who is not a relevant person should not act or rely on any document or material relating to the Tender Offers and Consent Solicitations or any of their contents.
This communication and any other documents or materials relating to the Tender Offers and Consent Solicitations are only addressed to and directed at persons in member states of the European Economic Area (the “EEA”), who are “Qualified Investors” within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129. The Tender Offers and Consent Solicitations are only available to Qualified Investors. None of the information in any document or material relating to the Tender Offers and Consent Solicitations should be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.
Cautionary Statement Regarding Forward-Looking Statements
In this communication Verizon has made forward-looking statements, including regarding the conduct and completion of the Tender Offers and Consent Solicitations. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “continue,” “anticipate,” “assume,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “hope,” “intend,” “target,” “forecast,” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated, including those discussed in the Offer to Purchase and Consent Solicitation Statement under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference in the Offer to Purchase and Consent Solicitation Statement. Holders are urged to consider these risks and uncertainties carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release, and Verizon undertakes no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. Verizon cannot assure you that projected results or events will be achieved.
This announcement was originally published by Verizon. Read the original press release.
Media contact:
Katie Magnotta
201-602-9235
katie.magnotta@verizon.com