| FWP 1 d807126dfwp.htm FINAL
TERM SHEET
Final Term Sheet
Filed Pursuant to Rule 433
Registration No. 333-190954
Final Term Sheet
October 22, 2014
VERIZON COMMUNICATIONS INC.
$1,500,000,000 3.00% Notes due 2021
$2,500,000,000 3.50% Notes due 2024
$2,500,000,000 4.40% Notes due 2034
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| Issuer: |
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Verizon Communications Inc.
(“Verizon”) |
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| Title of Securities: |
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3.00% Notes due 2021 (the “Notes
due 2021”) |
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3.50% Notes due 2024 (the “Notes
due 2024”) |
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4.40% Notes due 2034 (the “Notes
due 2034” and together with the Notes due 2021 and the Notes due
2024, the “Notes”) |
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| Trade Date: |
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October 22, 2014 |
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| Settlement Date (T+5): |
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October 29, 2014 |
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| Maturity Date: |
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Notes due 2021: |
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November 1, 2021 |
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Notes due 2024: |
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November 1, 2024 |
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Notes due 2034: |
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November 1, 2034 |
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| Interest Payment Dates: |
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Semiannually on each May 1 and
November 1, commencing May 1, 2015 |
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| Aggregate Principal Amount Offered: |
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Notes due 2021: |
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$1,500,000,000 |
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Notes due 2024: |
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$2,500,000,000 |
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Notes due 2034: |
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$2,500,000,000 |
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| Public Offering Price: |
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Notes due 2021: 99.699% plus
accrued interest, if any, from October 29, 2014 |
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Notes due 2024: 99.340% plus
accrued interest, if any, from October 29, 2014 |
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Notes due 2034: 99.276% plus
accrued interest, if any, from October 29, 2014 |
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| Underwriting Discount: |
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Notes due 2021: |
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0.40% |
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Notes due 2024: |
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0.45% |
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Notes due 2034: |
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0.75% |
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| Proceeds to Verizon (before expenses): |
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Notes due 2021: |
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99.299% |
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Notes due 2024: |
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98.890% |
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Notes due 2034: |
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98.526% |
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| Interest Rate: |
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Notes due 2021: |
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3.00% per annum |
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Notes due 2024: |
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3.50% per annum |
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Notes due 2034: |
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4.40% per annum |
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| Denominations: |
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Minimum of $2,000 and integral
multiples of $1,000 in excess of $2,000 |
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Use of Proceeds: |
Verizon intends to use the net proceeds from the sale of the
Notes primarily to redeem all or a portion of one or more of the
following series of securities: |
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4.90% notes due 2015 issued by
Verizon, with an outstanding aggregate principal amount of
$500,000,000, |
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• |
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5.55% notes due 2016 issued by
Verizon, with an outstanding aggregate principal amount of
$598,324,000, |
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• |
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3.00% notes due 2016 issued by
Verizon, with an outstanding aggregate principal amount of
$1,250,000,000, |
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• |
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2.50% notes due 2016 issued by
Verizon, with an outstanding aggregate principal amount of
$3,182,335,000, |
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• |
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5.50% notes due 2017 issued by
Verizon, with an outstanding aggregate principal amount of
$396,969,000, |
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• |
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8.75% notes due 2018 issued by
Verizon, with an outstanding aggregate principal amount of
$735,653,000, |
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7.00% debentures due 2016 issued
by Verizon’s subsidiary Alltel Corporation, with an outstanding
aggregate principal amount of $143,328,000 and |
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8.50% notes due 2018 issued by
Verizon’s subsidiaries Cellco Partnership and Verizon Wireless
Capital LLC, with an outstanding aggregate principal amount of
$380,591,000. |
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Verizon expects that the
redemptions will be completed during the fourth quarter of 2014.
Any remaining net proceeds will be used for general corporate
purposes |
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Optional Redemption: |
Notes due 2021: At any time prior to September 1, 2021,
make-whole call at the greater of 100% of the principal amount
of the Notes due 2021 being redeemed or the discounted present
value at Treasury Rate plus 20 basis points, plus accrued and
unpaid interest. At any time on or after September 1, 2021, at
100% of the principal amount of the Notes due 2021 being
redeemed, plus accrued and unpaid interest |
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Notes due 2024: At any time prior
to August 1, 2024, make-whole call at the greater of 100% of the
principal amount of the Notes due 2024 being redeemed or the
discounted present value at Treasury Rate plus 25 basis points,
plus accrued and unpaid interest. At any time on or after
August 1, 2024, at 100% of the principal amount of the Notes due
2024 being redeemed, plus accrued and unpaid interest |
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Notes due 2034: At any time prior
to May 1, 2034, make-whole call at the greater of 100% of the
principal amount of the Notes due 2034 being redeemed or the
discounted present value at Treasury rate plus 25 basis points,
plus accrued and unpaid interest. At any time on or after May 1,
2034, at 100% of the principal amount of the Notes due 2034
being redeemed, plus accrued and unpaid interest |
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| Representatives: |
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J.P. Morgan Securities LLC |
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Morgan Stanley & Co. LLC |
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Wells Fargo Securities, LLC |
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Allocation: |
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Principal Amount of
Notes due 2021: |
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Principal Amount of
Notes due 2024: |
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Principal Amount of
Notes due 2034: |
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J.P. Morgan Securities LLC |
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$ |
300,000,000 |
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$ |
500,000,000 |
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$ |
500,000,000 |
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Morgan Stanley & Co. LLC |
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300,000,000 |
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500,000,000 |
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500,000,000 |
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Wells Fargo Securities, LLC |
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300,000,000 |
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500,000,000 |
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500,000,000 |
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Citigroup Global Markets Inc. |
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127,500,000 |
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212,500,000 |
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212,500,000 |
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Deutsche Bank Securities Inc. |
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127,500,000 |
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212,500,000 |
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212,500,000 |
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Mizuho Securities USA Inc. |
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127,500,000 |
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212,500,000 |
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212,500,000 |
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RBS Securities Inc. |
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127,500,000 |
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212,500,000 |
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212,500,000 |
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BNY Mellon Capital Markets, LLC |
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22,500,000 |
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37,500,000 |
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37,500,000 |
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CastleOak Securities, L.P. |
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11,250,000 |
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18,750,000 |
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18,750,000 |
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C.L. King & Associates, Inc. |
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11,250,000 |
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18,750,000 |
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18,750,000 |
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Drexel Hamilton, LLC |
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11,250,000 |
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18,750,000 |
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18,750,000 |
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Lebenthal & Co., LLC |
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11,250,000 |
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18,750,000 |
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18,750,000 |
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Loop Capital Markets LLC |
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11,250,000 |
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18,750,000 |
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18,750,000 |
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U.S. Bancorp Investments, Inc. |
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11,250,000 |
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18,750,000 |
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18,750,000 |
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Total |
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$ |
1,500,000,000 |
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$ |
2,500,000,000 |
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$ |
2,500,000,000 |
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Reference Document: |
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Preliminary Prospectus Supplement, subject
to completion, dated October 22, 2014, Prospectus dated
October 22, 2014. |
The issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this communication
relates. Before you invest, you should read the prospectus in that
registration statement and other documents the issuer has filed with the
SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the
prospectus if you request it by calling J.P. Morgan Securities LLC
collect at 1-212-834-4533, Morgan Stanley & Co. LLC toll-free at
1-866-718-1649 or Wells Fargo Securities, LLC toll-free at
1-800-326-5897.
Any disclaimers or other notices that may appear below are not
applicable to this communication and should be disregarded. Such
disclaimers or other notices were automatically generated as a result of
this communication being sent via Bloomberg or another email system.
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