Verizon announces final results of its private exchange offers for 10 series of notes and related tender offers open to certain investors

Exchange Offers - Verizon announced the final results of its Exchange Offers, which involved 10 separate private offers to exchange outstanding series of notes for newly issued 5.401% Notes due 2037 [1][3] - The Exchange Offers expired on June 18, 2025, with the settlement date expected on June 25, 2025 [4][9] - Verizon is accepting validly tendered Old Notes based on a "waterfall" methodology, with a maximum aggregate principal amount of New Notes capped at $2.5 billion [7][8] - Approximately $2.2 billion of New Notes due 2037 is expected to be issued, satisfying the Minimum Issue Requirement [9][10] - The Exchange Offer Completion Condition has been satisfied for each series of Covered Notes [23] Cash Offers - Verizon also conducted Cash Offers to purchase any and all of its outstanding notes, which expired on June 18, 2025, with a settlement date expected on June 25, 2025 [16][17] - The maximum aggregate amount for the Cash Offers was increased from $300 million to $500 million, allowing Verizon to purchase all validly tendered Covered Notes [20][21] - The Cash Offers utilized a similar "waterfall" methodology for accepting Old Notes based on their Acceptance Priority Levels [19][21] - Non-Covered Notes were rejected due to breaching the Maximum Total Consideration Condition, and these will be returned to holders [21][22] General Information - Global Bondholder Services Corporation acted as the Information Agent and Exchange Agent for the Exchange Offers and Cash Offers [14][25] - The Offers are not registered under the Securities Act, and participation was limited to eligible holders [11][24]