Verizon Communications Inc. announced the commencement of offers to exchange, on behalf of certain of its wholly-owned subsidiaries, any and all of the outstanding series of debt securities (the "Old Notes") for specified series of newly issued notes of Verizon on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement dated May 11, 2026. Concurrently with the Exchange Offers, Verizon is soliciting consents to the proposed amendments to the indentures governing the Old Notes in order to, among other things, eliminate certain of the restrictive covenants contained therein. If an Eligible Holder validly tenders Old Notes in an Exchange Offer, such Eligible Holder will be deemed to deliver its consent to the Proposed Amendments. Eligible Holders may neither deliver their consents in a particular Consent Solicitation without tendering Old Notes in the related Exchange Offer, nor may they tender Old Notes in a particular Exchange Offer without delivering their consents. The completion of any Exchange Offer is not conditioned on the receipt of the requisite consents in the related Consent Solicitation. Only holders who have duly completed and returned an eligibility letter certifying that they are either "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended, or non-"U.S. persons" located outside of the United States and who are "Non-U.S. qualified offerees" are authorized to participate in the Exchange Offers and Consent Solicitations. Verizon is offering to exchange the following outstanding securities for newly issued Verizon notes of equivalent terms: Frontier Florida LLC 6.860% Debentures due 2028 ($282,289,000); Frontier North Inc. 6.730% Debentures, Series G due 2028 ($200,000,000); Alltel Corporation 6.800% Debentures due 2029 ($38,098,000); Verizon Virginia LLC 8.375% Debentures due 2029 ($8,993,000); Verizon Maryland LLC 8.000% Debentures due 2029 ($19,981,000); Verizon New Jersey Inc. 7.850% Debentures due 2029 ($44,704,000); Verizon New England Inc. 7.875% Debentures due 2029 ($133,077,000); Verizon Maryland LLC 8.300% Debentures due 2031 ($21,111,000); Verizon Delaware LLC 8.625% Debentures due 2031 ($2,381,000); Alltel Corporation 7.875% Senior Notes due 2032 ($55,847,000); and Verizon Maryland LLC 5.125% Debentures due 2033 ($139,085,000).
For Old Notes validly tendered at or prior to the Early Participation Date, the Total Consideration includes an Early Participation Payment of $50 principal amount of New Notes per $1,000 principal amount of Old Notes, plus a separate cash Consent Payment of $1 per $1,000 principal amount. Holders tendering after the Early Participation Date but at or prior to the Expiration Date will receive the Exchange Consideration, equal to the New Notes Consideration minus the Early Participation Payment, and will not receive the Consent Payment. Each series of New Notes will accrue interest from and including the most recent date on which interest has been paid on the corresponding series of Old Notes accepted for exchange. The Exchange Offers and Consent Solicitations expire at 5:00 p.m. (New York City time) on June 16, 2026, unless extended or earlier terminated. To receive the Total Consideration including the Early Participation Payment, Eligible Holders must tender at or prior to 5:00 p.m. (New York City time) on June 1, 2026. Old Notes may be withdrawn and consents revoked at any time at or prior to the earlier of June 1, 2026 or the effectiveness of the supplemental indentures implementing the Proposed Amendments. The Settlement Date is expected to be June 22, 2026, the third business day following the Expiration Date. Each series of New Notes will have the same economic terms as the corresponding Old Notes, including maturity date, interest rate, and interest payment dates, but will not be registered under the Securities Act or any state securities laws. Accordingly, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Verizon will enter into a registration rights agreement with respect to the New Notes. Verizon also announced separate cash tender offers to purchase 20 series of outstanding notes, including the Old Notes, on the terms set forth in the Offer to Purchase and Consent Solicitation Statement dated May 11, 2026. The cash tender offers are separate and distinct from the Exchange Offers, and neither is conditioned upon the consummation of the other. An Eligible Holder may only tender Old Notes into either the Exchange Offer or the concurrent cash tender offer, as the same Old Notes cannot be tendered into more than one tender offer simultaneously through ATOP. Global Bondholder Services Corporation will act as Exchange Agent and Information Agent and may be reached at (855) 654-2015 (toll free) or (212) 430-3774 (collect).