OREANDA-NEWS. June 05, 2014. Verizon Communications Inc. (“Verizon”) (NYSE, NASDAQ: VZ; LSE: VZC) announced the commencement of a private offer to exchange (the “Exchange Offer”) up to all of Cellco Partnership’s and Verizon Wireless Capital LLC’s (together, “Verizon Wireless”) pounds 600,000,000 outstanding aggregate principal amount of 8.875% Notes due December 18, 2018 (the “Existing Notes”) for Verizon’s new sterling-denominated notes due 2024 (the “New Notes”) and an amount of cash. The Exchange Offer is conditioned on at least ?300,000,000 aggregate principal amount of Existing Notes being validly tendered.

The Exchange Offer will expire at 11:59 p.m. (New York time) on June 25, 2014, unless extended by Verizon (the “Expiration Date”). Tenders of Existing Notes in the Exchange Offer may be validly withdrawn at any time at or prior to 11:59 p.m. (New York time) on June 11, 2014, unless extended by Verizon, but not thereafter, unless additional withdrawal rights are required by law. The price for each ?1,000 principal amount of Existing Notes tendered in the Exchange Offer will be calculated at 12:00 noon (London time) on June 11, 2014, unless extended by Verizon (the “Price Determination Date”).

The Exchange Offer is being conducted by Verizon upon the terms and subject to the conditions set forth in a confidential exchange offer memorandum, dated May 29, 2014 (the “Exchange Offer Memorandum”). The Exchange Offer is being extended only (1) to holders of Existing Notes that are “Qualified Institutional Buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), in a private transaction in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Existing Notes other than “U.S. persons” (as defined in Rule 902 under Regulation S of the U.S. Securities Act) and who are not acquiring New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and who are “Non-U.S. qualified offerees” (as defined in the Exchange Offer Memorandum) (each of the foregoing, an “Eligible Holder”).

The complete terms of the Exchange Offer are described in the Exchange Offer Memorandum. Eligible Holders that validly tender and do not validly withdraw their Existing Notes at or prior to 11:59 p.m. (New York time) on June 11, 2014 (unless extended by Verizon, the “Early Participation Date”) will receive the Total Exchange Price, which includes an early exchange premium of ?50.00 principal amount of New Notes in respect of each ?1,000 principal amount of Existing Notes tendered, as described in the Exchange Offer Memorandum. Eligible Holders of Existing Notes who tender after the Early Participation Date, but at or prior to the Expiration Date, will receive the Exchange Price, which is the Total Exchange Price minus the early exchange premium. Verizon reserves the right, subject to applicable law, to extend, terminate or otherwise amend the terms of the Exchange Offer.