FWP 1 d317557dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-233608

Final Term Sheet

February 16, 2022

VERIZON COMMUNICATIONS INC.

$1,000,000,000 3.875% Notes due 2052

 

Issuer:

   Verizon Communications Inc. (“Verizon”)

Title of Securities:

   3.875% Notes due 2052 (the “Notes”)

Trade Date:

   February 16, 2022

Settlement Date (T+8):

   March 1, 2022

Maturity Date:

   March 1, 2052

Aggregate Principal Amount Offered:

   $1,000,000,000

Public Offering Price:

   98.949% plus accrued interest, if any, from March 1, 2022

Underwriting Discount:

   0.750%

Proceeds to Verizon (before expenses):

   98.199%

Interest Rate:

   3.875% per annum

Interest Payment Dates:

   Semiannually on each March 1 and September 1, commencing September 1, 2022

Denomination:

   Minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000

Optional Redemption:

   (i) at any time prior to September 1, 2051 (six months prior to maturity), make-whole call at the greater of 100% of the principal amount of the Notes being redeemed or the discounted present value at Treasury Rate plus 25 basis points, plus accrued and unpaid interest and (ii) at any time on or after September 1, 2051 (six months prior to maturity), at 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest


Allocation:

     Principal Amount of Notes  

BofA Securities, Inc.

   $ 250,000,000  

Loop Capital Markets LLC

     250,000,000  

Samuel A. Ramirez & Company, Inc.

     250,000,000  

Siebert Williams Shank & Co., LLC

     250,000,000  
  

 

 

 

Total

   $             1,000,000,000  
  

 

 

 

 

Purchasers:

  

BofA Securities, Inc.

  

Loop Capital Markets LLC

  

Samuel A. Ramirez & Company, Inc.

  

Siebert Williams Shank & Co., LLC

Reference Document:

  

Preliminary Prospectus Supplement, subject to completion, dated February 16, 2022; Prospectus dated September 4, 2019

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 website 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 contacting BofA Securities, Inc. toll free at 1-800-294-1322, Loop Capital Markets LLC toll free at 1-888-294-8898, Samuel A. Ramirez & Company, Inc. toll free at 800-888-4086 or Siebert Williams Shank & Co., LLC toll free at (800) 924-1311 or contacting the issuer at:

Investor Relations

Verizon Communications Inc.

One Verizon Way

Basking Ridge, New Jersey 07920

Telephone: 1-212-395-1525

Internet Site: www.verizon.com/about/investors/contact-investor-relations

The information contained on or accessible through Verizon’s corporate website or any other website that it may maintain is not incorporated by reference herein.

No key information document (“KID”) required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the European Economic Area (“EEA”) has been prepared as the Notes will not be made available to any retail investor in the EEA.

 

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No KID required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom (“UK”) by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”) (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared as the Notes will not be made available to any retail investor in the UK.

Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day before the settlement date will be required, by virtue of the fact that the notes initially will settle in T+8, to specify alternative settlement arrangements to prevent a failed settlement.

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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