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Verizon announces accepted amounts and pricing terms of its tender offers for 29 series of notes of Verizon and certain of its subsidiaries

[August 14, 2017]

Verizon announces accepted amounts and pricing terms of its tender offers for 29 series of notes of Verizon and certain of its subsidiaries

NEW YORK, Aug. 14, 2017 /PRNewswire/ -- Verizon Communications Inc. ("Verizon") (NYSE, NASDAQ: VZ) today announced the accepted amounts and pricing terms of its previously announced 29 separate offers, for its own account and on behalf of certain of its wholly-owned subsidiaries, to purchase for cash (the "Offers") up to the Waterfall Cap (as defined in Verizon's press release announcing the results of the Offers, dated August 14, 2017) the outstanding series of notes listed below (collectively, the "Notes"), on the terms and subject to the conditions set forth in the Offer to Purchase dated July 31, 2017 (the "Offer to Purchase" and, together with the accompanying letter of transmittal, the "Offer Documents"). In addition, Verizon today announced that, in connection with the Offers, it has increased the Waterfall Cap from $1.5 billion to $2,123,559,303.81, such that all Notes validly tendered and not validly withdrawn as of the Early Participation Date will be accepted. Verizon today also announced the accepted amounts and pricing terms of its previously announced separate private tender and exchange offers, for its own account and on behalf of its wholly-owned subsidiary, GTE LLC, to purchase 17 other series of their outstanding notes. The tender and exchange offers are separate and distinct from the Offers, and neither the Offers nor the separate tender and exchange offers are conditioned upon the consummation of the other such offer.

Verizon Communications Inc.

The Early Participation Date was 5:00 p.m. (New York City time) on August 11, 2017. Withdrawal rights for each Offer expired at 5:00 p.m. (New York City time) on August 11, 2017. The Offers will expire at 11:59 p.m. (New York City time) on August 25, 2017 unless extended or earlier terminated by Verizon. As previously announced, all conditions to the Offers were deemed satisfied or waived by Verizon by the Early Participation Date.

As previously announced, because the aggregate purchase price of all Notes (excluding cash payments equal to accrued and unpaid interest on such Notes to, but not including, the Early Settlement Date (as defined below) (the "Accrued Coupon Payments")) validly tendered at or prior to the Early Participation Date and accepted for purchase met the Waterfall Cap, Verizon has elected to exercise its right to settle early all such Notes, and the "Early Settlement Date" will be August 16, 2017. Accordingly, Verizon will not accept for purchase any Notes validly tendered after the Early Participation Date and there will be no Final Settlement Date (as defined in Verizon's press release announcing the Offers, dated July 31, 2017 (the "Launch Press Release").

The table below indicates, among other things, the aggregate principal amount of Notes accepted in each Offer and the Offer Yield (as defined below) and total consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the Early Participation Date and accepted for purchase (the "Total Consideration"), as calculated at 11:00 a.m. (New York City time) today, August 14, 2017 (the "Price Determination Date") in accordance with the terms of the Offer to Purchase:

Acceptance Priority Level	CUSIP Number	Issuer	Title of Security	Principal Amount Outstanding	Principal Amount Tendered as of the Early Participation Date	Principal Amount Accepted	Offer Yield⁽¹⁾	Total Consideration⁽²⁾
1	92343VAR5	Verizon Communications Inc.	8.950% Notes due 2039	$111,990,000	$3,128,000	$3,128,000	4.650%	$1,581.16
2	92343VAU8	Verizon Communications Inc.	7.350% Notes due 2039	$158,613,000	$5,166,000	$5,166,000	4.650%	$1,365.68
3	92344WAB7	Verizon Maryland LLC	5.125% Debentures due 2033	$164,527,000	$11,616,000	$11,616,000	4.500%	$1,070.16
4	92343VAP9	Verizon Communications Inc.	6.900% Notes due 2038	$220,311,000	$13,456,000	$13,456,000	4.550%	$1,312.55
5	92343VAK0	Verizon Communications Inc.	6.400% Notes due 2038	$397,434,000	$33,880,000	$33,880,000	4.550%	$1,244.91
6	020039AJ2	Alltel Corporation	6.800% Debentures due 2029	$187,889,000	$49,212,000	$49,212,000	4.212%	$1,237.19
7	92343VAF1	Verizon Communications Inc.	6.250% Notes due 2037	$339,432,000	$34,123,000	$34,123,000	4.500%	$1,226.44
8	92343VAW4	Verizon Communications Inc.	6.000% Notes due 2041	$294,386,000	$41,119,000	$41,119,000	4.650%	$1,192.25
9	92344XAB5	Verizon New York Inc.	7.375% Debentures due 2032	$205,025,000	$3,446,000	$3,446,000	4.262%	$1,336.14
10	92344GAX4	Verizon Communications Inc.	5.850% Notes due 2035	$550,404,000	$47,952,000	$47,952,000	4.350%	$1,186.41
11	644239AY1	Verizon New England Inc.	7.875% Debentures due 2029*	$147,062,000	$1,365,000	$1,365,000	4.212%	$1,347.59
12	92343VBS2	Verizon Communications Inc.	6.400% Notes due 2033	$470,844,000	$26,344,000	$26,344,000	4.200%	$1,255.29
13	92344GAS5	Verizon Communications Inc.	7.750% Notes due 2032	$178,882,000	$19,368,000	$19,368,000	4.062%	$1,407.75
14	92343VBT0	Verizon Communications Inc.	6.550% Notes due 2043	$1,418,865,000	$273,376,000	$273,376,000	4.600%	$1,294.40
15	92343VBZ6	Verizon Communications Inc.	5.050% Notes due 2034**	$1,250,000,000	$987,105,000	$987,105,000	4.250%	$1,093.51
16	020039DC4	Alltel Corporation	7.875% Senior Notes due 2032	$337,049,000	$163,270,000	$163,270,000	4.112%	$1,415.55
17	92344GAM8/ 92344GAC0	Verizon Communications Inc.	7.750% Notes due 2030	$582,856,000	$19,676,000	$19,676,000	3.912%	$1,394.77
18	362320BA0	GTE LLC	6.940% Debentures due 2028	$327,917,000	$12,608,000	$12,608,000	3.712%	$1,282.07
19	645767AY0	Verizon New Jersey Inc.	8.000% Debentures due 2022	$121,254,000	$9,862,000	$9,862,000	2.763%	$1,233.47
20	645767AW4	Verizon New Jersey Inc.	7.850% Debentures due 2029*	$79,554,000	$28,219,000	$28,219,000	4.212%	$1,345.22
21	650094CJ2	Verizon New York Inc.	6.500% Debentures due 2028	$70,512,000	$1,108,000	$1,108,000	4.062%	$1,209.23
22	07786DAA4	Verizon Pennsylvania LLC	6.000% Debentures due 2028	$57,338,000	$1,463,000	$1,463,000	4.162%	$1,164.18
23	165087AN7	Verizon Virginia LLC	7.875% Debentures due 2022	$56,410,000	$401,000	$401,000	2.713%	$1,213.33
24	078167BA0	Verizon Pennsylvania LLC	8.750% Debentures due 2031	$36,126,000	$117,000	$117,000	4.312%	$1,462.76
25	078167AZ6	Verizon Pennsylvania LLC	8.350% Debentures due 2030	$31,826,000	$483,000	$483,000	4.212%	$1,418.72
26	165069AP0	Verizon Maryland LLC	8.000% Debentures due 2029*	$27,719,000	$361,000	$361,000	4.212%	$1,357.59
27	165069AQ8	Verizon Maryland LLC	8.300% Debentures due 2031	$21,744,000	$430,000	$430,000	4.312%	$1,414.96
28	165087AL1	Verizon Virginia LLC	8.375% Debentures due 2029	$9,217,000	$186,000	$186,000	4.212%	$1,392.04
29	252759AM7	Verizon Delaware LLC	8.625% Debentures due 2031	$2,381,000	$0	N/A	N/A	N/A

_______________________
(1)	The "Offer Yield" is equal to the sum of (a) the yield, as calculated by the lead dealer managers, that equates to the bid-side price of the Reference U.S. Treasury Security specified in the Launch Press Release for such series of Notes appearing at 11:00 a.m. (New York City time) on August 14, 2017 on the Bloomberg Reference Page specified in the Launch Press Release for such series of Notes, plus (b) the Fixed Spread specified in the Launch Press Release for such series of Notes.
(2)	Payable per each $1,000 principal amount of each specified series of Notes validly tendered at or prior to the Early Participation Date and accepted for purchase.
*	Denotes a series of Notes, a portion of which is held in physical certificated form and is not held through The Depository Trust Company ("DTC").
**	Denotes a series of Notes for which the calculation of the applicable Total Consideration was performed using the present value of such Notes due on the applicable par call date.

The applicable Total Consideration that will be paid on the Early Settlement Date for each series of Notes accepted for purchase does not include the applicable Accrued Coupon Payment, which will be paid, in cash, in addition to the applicable Total Consideration.

Verizon has retained Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC to act as lead dealer managers for the Offers and Loop Capital Markets LLC, Santander Investment Securities Inc., CastleOak Securities, L.P. and The Williams Capital Group, L.P. to act as co-dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 902-6595 (collect), J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-4811 (collect), Mizuho Securities at (866) 271-7403 (toll-free) or (212) 205-7736 (collect), or Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4760 (collect).

Global Bondholder Services Corporation is acting as the Information Agent and the Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (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 Offers.

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 Offers are being made solely pursuant to the Offer Documents. The Offers 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 Offers to be made by a licensed broker or dealer, the Offers 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 has 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 communication 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.

In particular, this communication is only addressed to and directed at: (A) in any Member State of the European Economic Area that has implemented the Prospectus Directive (as defined below), qualified investors in that Member State within the meaning of the Prospectus Directive and (B) (i) persons that are outside the United Kingdom or (ii) persons in the United Kingdom 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 within Article 43 of the Financial Promotion Order, or to other persons to whom it may otherwise lawfully be communicated by virtue of an exemption to Section 21(1) of the FSMA or otherwise in circumstance where it does not apply (such persons together being "relevant persons").

Cautionary Statement Regarding Forward-Looking Statements

In this communication we have made forward-looking statements. 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," "believe," "expect," "plan," "appear," "project," "estimate," "intend," 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 which could cause actual results to differ materially from those currently anticipated. Factors that could materially affect these forward-looking statements can be found in our periodic reports filed with the SEC. Holders are urged to consider these factors 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 we undertake 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. We cannot assure you that projected results or events will be achieved.

Media contact:
Bob Varettoni
908-559-6388
[email protected]

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SOURCE Verizon

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