Core Viewpoint - Verizon Communications Inc. has announced the pricing terms for two related transactions involving the repurchase of 10 series of its outstanding notes through Exchange Offers and Cash Offers [1][2]. Exchange Offers - The Exchange Offers consist of 10 separate private offers to exchange outstanding series of notes for newly issued debt securities, referred to as New Notes [3][4]. - The Exchange Offers will expire at 5:00 p.m. (Eastern time) on June 18, 2025, with a settlement date expected on June 25, 2025 [4][9]. - Eligible holders must complete an Eligibility Letter to participate, certifying their status as either a qualified institutional buyer or a non-U.S. qualified offeree [3][4]. - The Total Exchange Price for each series of Old Notes will be based on the fixed spread and yield of the specified Reference U.S. Treasury Security as of the Price Determination Date [11][12]. - Verizon will accept Old Notes for exchange using a "waterfall" methodology, subject to a maximum aggregate principal amount of New Notes capped at $2.5 billion [10][12]. Cash Offers - The Cash Offers consist of 10 separate offers to purchase Old Notes for cash, available only to holders who are not Exchange Offer Eligible Holders [22][23]. - Similar to the Exchange Offers, the Cash Offers will expire at 5:00 p.m. (Eastern time) on June 18, 2025, with a settlement date expected on June 25, 2025 [24][29]. - The Total Consideration for each series of Old Notes will be determined based on the yield corresponding to the bid side price of the applicable Reference U.S. Treasury Security [25][31]. - Verizon's obligation to complete a Cash Offer is conditioned on the Maximum Total Consideration Amount not exceeding $300 million [34][35]. New Notes - The New Notes will mature on July 2, 2037, with a coupon rate of 5.401% based on the Reference U.S. Treasury Security [14][15]. - Verizon will not complete the Exchange Offers if the aggregate principal amount of New Notes issued would be less than $750 million [15][16]. Additional Information - Global Bondholder Services Corporation is acting as the Information Agent and Exchange Agent for the Exchange Offers, and as the Tender Agent for the Cash Offers [21][39]. - Holders are advised to check with their intermediaries regarding submission deadlines for participation in the Offers [41].

Financial Data and Key Metrics Changes - Consolidated net revenue is approximately $92.2 million, down 11.7% year over year [10] - Adjusted EBITDA reached approximately $12.9 million, down 42.2% [15] - Net loss was approximately $11.7 million or $0.26 per share compared to net income of $7.5 million or $0.15 per share for the same quarter last year [17] Business Line Data and Key Metrics Changes - Radio Broadcasting segment net revenue was $32.6 million, a decrease of 10.3% year over year [10] - Digital segment net revenue was down 16.2% in Q1 at $10.2 million, with audio streaming revenue down by $2.1 million [12] - Cable Television segment recognized approximately $44.2 million in revenue, a decrease of 7.9% [13] Market Data and Key Metrics Changes - Local ad sales were down 12.8% against markets that were down 13.2% [10] - National ad sales were down 14.6% against markets being down 11.6% [10] - TV One delivery declined 18% in total day persons, partially offset by a 29% increase in Clio TV [13] Company Strategy and Development Direction - The company is focused on cost controls, managing leverage, and maintaining a strong liquidity position [6] - Plans to continue deleveraging and maintaining liquidity in a difficult environment [7] - The company is exploring new distribution opportunities in the FAST and AVOD environment to monetize content [78] Management's Comments on Operating Environment and Future Outlook - Management indicated that radio pacing has weakened, down about 9% [5] - The majority of EBITDA is expected to come in the second half of 2025 [26] - Management does not foresee a positive ad rebound this year, citing uncertainty in the advertising market [45] Other Important Information - The company repurchased $28.2 million of its 2028 notes at an average price of 58% of par [16] - Total gross debt was approximately $556.3 million, with unrestricted cash of $115.1 million, resulting in a net debt of approximately $441.3 million [19] Q&A Session Summary Question: What other levers can the company pull to control costs? - Management mentioned ongoing cost-cutting measures and plans to identify further opportunities by mid-year [22][24] Question: Is the majority of EBITDA expected in the second half of 2025? - Management confirmed that more than half of EBITDA is expected in the second half of the year [26] Question: Should further debt repurchases be expected? - Management indicated that they will continue to be opportunistic with debt repurchases [29][31] Question: How is the advertising environment on the radio side? - Management noted that national advertising is currently weak, while local SMBs are not down as dramatically [50][52] Question: Can the company break out cable TV revenue between carriage fees and advertising? - Management directed the caller to the press release for detailed information [62] Question: What is the renewal schedule with large cable and other MVPDs? - Management provided details on upcoming renewals with Charter, Verizon, and NCTC [65][66] Question: What is the status of TV One ratings? - Management stated that ratings have stabilized and are exceeding budgeted numbers year to date [69] Question: Is programming spend steady or growing? - Management indicated that programming spend is down about 10% [72]