Verizon Communications Inc, Frontier Florida LLC, Frontier North Inc, Alltel Corporation, Verizon Virginia LLC, Verizon Maryland Inc., Verizon New Jersey Inc.,Verizon New England Inc., Verizon Delaware LLC announced that the early participation date has been extended until 5:00 p.m. (New York City time) on June 16, 2026, with respect to its previously announced offers to exchange, on behalf of certain of its wholly-owned subsidiaries, any and all of the outstanding series of debt securities listed below 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. Verizon had also solicited consents, on behalf of such subsidiaries, to the proposed amendments to the indentures governing the Old Notes in order to, among other things, eliminate certain of the restrictive covenants and other provisions contained therein, on the terms and subject to the conditions set forth in the Exchange Offer Documents. Eligible Holders who validly tender their Old Notes at or prior to the Extended Early Participation Date and whose Old Notes are accepted by Verizon will be eligible to receive the Total Consideration, which includes the Early Participation Payment.
The deadline to validly withdraw tenders (and validly revoke the related consents) of Old Notes was not modified by Verizon, and expired with respect to all series of Old Notes at 5:00 p.m. (New York City time) on June 1, 2026. Verizon had also announced the early participation results, as of 5:00 p.m. (New York City time) on June 1, 2026, of the Exchange Offers and Consent Solicitations. Verizon was advised by Global Bondholder Services Corporation, as the Information Agent and the Exchange Agent, that as of the Original Early Participation Date, the aggregate principal amounts of the Old Notes (and the related consents) specified in the table below were validly tendered and not validly withdrawn with respect to the Exchange Offers and Consent Solicitations: Frontier Florida LLC 6.860% Debentures due 2028, $282,289,000 outstanding, $2,719,000 tendered (0.96%); Frontier North Inc. 6.730% Debentures, Series G due 2028, $200,000,000 outstanding, $8,364,000 tendered (4.18%); Alltel Corporation 6.800% Debentures due 2029, $38,098,000 outstanding, $600,000 tendered (1.57%); Verizon Virginia LLC 8.375% Debentures due 2029, $8,993,000 outstanding, $3,595,000 tendered (39.98%); Verizon Maryland LLC 8.000% Debentures due 2029, $19,981,000 outstanding, $4,875,000 tendered (24.40%); Verizon New Jersey Inc. 7.850% Debentures due 2029, $44,704,000 outstanding, $10,170,000 tendered (22.75%); Verizon New England Inc. 7.875% Debentures due 2029, $133,077,000 outstanding, $69,235,000 tendered (52.03%); Verizon Maryland LLC 8.300% Debentures due 2031, $21,111,000 outstanding, $4,115,000 tendered (19.49%); Verizon Delaware LLC 8.625% Debentures due 2031, $2,381,000 outstanding, $2,045,000 tendered (85.89%); Alltel Corporation 7.875% Senior Notes due 2032, $55,847,000 outstanding, $32,027,000 tendered (57.35%); Verizon Maryland LLC 5.125% Debentures due 2033, $139,085,000 outstanding, $19,535,000 tendered (14.05%).
Verizon had also announced the amendment of certain terms and early participation results of its separate, previously announced cash tender offers, for its own account and on behalf of certain of its wholly-owned subsidiaries, to purchase 20 series of outstanding notes, including the Old Notes, and consent solicitations for 11 series of outstanding notes representing the Old Notes, on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 11, 2026. Consents delivered for a series of Old Notes in connection with the Exchange Offers will be cumulated with the consents delivered for such series of Old Notes in connection with the separate cash tender offers. The cash tender offers and consent solicitations are separate and distinct from the Exchange Offers and Consent Solicitations, and neither the Exchange Offers and Consent Solicitations nor the separate cash tender offers and consent solicitations are conditioned upon the consummation of the other such offer.
An Eligible Holder will only be able to tender Old Notes within a series 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 at the same time through ATOP. The Exchange Offers and Consent Solicitations will each expire at 5:00 p.m. (New York City time) on June 16, 2026 unless extended or earlier terminated by Verizon. The Settlement Date, if any, is the date on which Verizon will settle all Old Notes validly tendered and accepted for exchange, subject to all conditions having been satisfied or waived by Verizon.
The Settlement Date is expected to be the third business day following the applicable Expiration Date, or June 22, 2026, unless extended with respect to any Exchange Offer and Consent Solicitation. Each series of New Notes, if and when issued, will have the same economic terms as the corresponding series of Old Notes, including maturity date, interest rate, and interest payment dates, and will not be registered under the Securities Act or any state securities laws. Therefore, 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 and any applicable state securities laws.
Verizon will enter into a registration rights agreement with respect to the New Notes. 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 receive the Exchange Offer and Consent Solicitation Statement and to participate in the Exchange Offers and Consent Solicitations. The Exchange Offers and Consent Solicitations are subject to the terms and conditions described in the Exchange Offer and Consent Solicitation Statement.
