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]

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].

Core Viewpoint - Verizon Communications Inc. has initiated two related transactions to repurchase 10 series of its outstanding notes through Exchange Offers and Cash Offers, aimed at optimizing its debt structure and managing interest expenses [1][3]. Exchange Offers - The Exchange Offers consist of 10 separate private offers to exchange outstanding notes for newly issued debt securities, with a total maximum amount of New Notes capped at $2.5 billion [8][17]. - 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][26]. - Eligible holders must complete an Eligibility Letter to participate, and the acceptance of Old Notes will follow a "waterfall" methodology based on specified Acceptance Priority Levels [3][8]. - The Total Exchange Price for each $1,000 principal amount of Old Notes will be determined based on fixed spreads and the yield of specified U.S. Treasury Securities [12][31]. - Holders whose Old Notes are accepted will also receive accrued interest payments up to the settlement date [13][34]. Cash Offers - The Cash Offers are separate from the Exchange Offers and are available only to holders who are not eligible for the Exchange Offers [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 [26][28]. - The maximum total consideration for the Cash Offers is set at $300 million, and acceptance will also follow specified Acceptance Priority Levels [36][29]. - Cash Offer Eligible Holders will receive total consideration in cash for each $1,000 principal amount of Old Notes accepted [28][31]. - Accrued interest will also be paid to holders whose Old Notes are accepted for purchase [34][36]. Additional Conditions - Both the Exchange and Cash Offers are subject to various conditions, including the satisfaction of the New Notes Capacity Condition and the Maximum Total Consideration Condition [16][36]. - Verizon reserves the right to waive or increase the maximum amounts for both offers at its discretion [8][37]. - The New Notes will mature on July 2, 2037, and will bear interest based on the yield of a specified U.S. Treasury Security plus a fixed spread [14][19].

Core Viewpoint - Thomson Reuters is optimizing its capital structure through an exchange offer for certain series of notes, allowing existing holders to exchange Old Notes for New Notes with similar financial terms and covenants [2][3]. Group 1: Exchange Offer Details - The exchange offers for Old Notes expired on March 17, 2025, at 5:00 p.m. New York City time [1]. - The settlement date for the exchange offers is expected to be around March 20, 2025 [2]. - The aggregate principal amounts of Old Notes tendered for exchange include: - 3.350% Notes due 2026: $440,886,000 (88.18% of $500,000,000) - 5.850% Notes due 2040: $453,011,000 (90.60% of $500,000,000) - 4.500% Notes due 2043: $84,325,000 (70.83% of $119,045,000) - 5.650% Notes due 2043: $336,869,000 (96.25% of $350,000,000) - 5.500% Debentures due 2035: $373,209,000 (93.30% of $400,000,000) [3]. Group 2: Financial Structure and Guarantees - The New Notes will be guaranteed by Thomson Reuters Corporation and certain wholly-owned subsidiaries [7]. - The exchange offers are part of a strategy to align revenue generation with indebtedness [2]. - A new base shelf prospectus will be filed to reflect the guarantees and updates related to the exchange offers [7]. Group 3: Contact Information - J.P. Morgan is the lead dealer manager for the exchange offers, with RBC Capital Markets serving as co-dealer manager [4]. - D.F. King & Co., Inc. acts as the exchange agent and information agent for the exchange offers [5].