FWP 1 d404052dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-267245

Final Term Sheet

October 24, 2022

VERIZON COMMUNICATIONS INC.

€1,250,000,000 4.250% Notes due 2030

€1,250,000,000 4.750% Notes due 2034

 

Issuer:    Verizon Communications Inc. (“Verizon”)
Title of Securities:    €1,250,000,000 4.250% Notes due 2030 (the “Notes due 2030”)
   €1,250,000,000 4.750% Notes due 2034 (the “Notes due 2034” and, together with the Notes due 2030, the “Notes”)
Trade Date:    October 24, 2022   
Settlement Date (T+5):    October 31, 2022   
Maturity Date:    Notes due 2030:    October 31, 2030
   Notes due 2034:    October 31, 2034
Interest Payment Dates:    Notes due 2030:    Annually in arrears on each October 31, commencing October 31, 2023
   Notes due 2034:    Annually in arrears on each October 31, commencing October 31, 2023
Aggregate Principal Amount Offered:    Notes due 2030:    €1,250,000,000
   Notes due 2034:    €1,250,000,000
Public Offering Price:    Notes due 2030:    99.528% plus accrued interest, if any, from October 31, 2022
   Notes due 2034:    99.892% plus accrued interest, if any, from October 31, 2022
Pricing Benchmark:    Notes due 2030:    8-year EUR mid-swap
   Notes due 2034:    12-year EUR mid-swap
Pricing Benchmark Yield:    Notes due 2030:    3.121%
   Notes due 2034:    3.212%
Re-offer Spread vs.    Notes due 2030:    MS + 120 basis points
Pricing Benchmark:    Notes due 2034:    MS + 155 basis points
Re-offer Yield (annual):    Notes due 2030:    4.321%
   Notes due 2034:    4.762%
Government Benchmark:    Notes due 2030:    DBR 0.000% 08/15/30
   Notes due 2034:    DBR 1.700% 08/15/32
Re-offer Spread vs.    Notes due 2030:    B + 211.9 basis points
Government Benchmark:    Notes due 2034:    B + 243.2 basis points

Underwriting Discount:    Notes due 2030:    30 basis points
   Notes due 2034:    37.5 basis points
Proceeds to Verizon (before expenses):    Notes due 2030:    99.228%
   Notes due 2034:    99.517%
Interest Rate:    Notes due 2030:    4.250% per annum
   Notes due 2034:    4.750% per annum
Denominations:    Minimum denominations of €100,000 and integral multiples of €1,000 in excess of €100,000
Redemption:    Notes due 2030: (i) at any time prior to July 31, 2030 (3 months prior to maturity) (the “Notes due 2030 Par Call Date”), make-whole call at the greater of 100% of the principal amount of the Notes due 2030 being redeemed, or the discounted present value at the Comparable Government Bond Rate plus 35 basis points, assuming for such purpose that the Notes due 2030 matured on the Notes due 2030 Par Call Date, plus accrued and unpaid interest and (ii) at any time on or after the Notes due 2030 Par Call Date, at 100% of the principal amount of the Notes due 2030 being redeemed plus accrued and unpaid interest
   Notes due 2034: (i) at any time prior to July 31, 2034 (3 months prior to maturity) (the “Notes due 2034 Par Call Date”), make-whole call at the greater of 100% of the principal amount of the Notes due 2034 being redeemed, or the discounted present value at the Comparable Government Bond Rate plus 40 basis points, assuming for such purpose that the Notes due 2034 matured on the Notes due 2034 Par Call Date, plus accrued and unpaid interest and (ii) at any time on or after the Notes due 2034 Par Call Date, at 100% of the principal amount of the Notes due 2034 being redeemed plus accrued and unpaid interest
CUSIPs:    Notes due 2030:    92343VGR9
   Notes due 2034:    92343VGS7
ISINs:    Notes due 2030:    XS2550881143
   Notes due 2034:    XS2550898204
Common Codes:    Notes due 2030:    255088114
   Notes due 2034:    255089820
Listing:    Verizon intends to apply to list the Notes on the New York Stock Exchange (the “NYSE”). Trading in the Notes on the NYSE is expected to begin within 30 days after the original issue, but the listing application is subject to review by the NYSE. Verizon has no obligation to maintain such listing and may delist the Notes at any time.

 

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Allocation

    Principal Amount
of Notes due 2030		      Principal Amount
of Notes due 2034		  

BNP Paribas

    € 250,000,000      € 250,000,000  

Credit Suisse International

    € 250,000,000      € 250,000,000  

Deutsche Bank AG, London Branch

    € 250,000,000      € 250,000,000  

J.P. Morgan Securities plc

    € 250,000,000      € 250,000,000  

CastleOak Securities, L.P.

    € 70,875,000      € 70,875,000  

Mizuho International plc

    € 70,875,000      € 70,875,000  

SMBC Nikko Capital Markets Limited

    € 70,750,000      € 70,750,000  

Academy Securities, Inc.

    € 12,500,000      € 12,500,000  

Independence Point Securities LLC

    € 12,500,000      € 12,500,000  

MFR Securities, Inc.

    € 12,500,000      € 12,500,000  
  

 

 

     

 

 

  

Total

    € 1,250,000,000      € 1,250,000,000  
  

 

 

     

 

 

  

 

Reference Document:    Preliminary Prospectus Supplement, subject to completion, dated October 24, 2022; Prospectus dated September 2, 2022

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (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 BNP Paribas at +44 (0) 20 7595 8222, Credit Suisse International at +44 (0) 20 7888 9171, Deutsche Bank AG, London Branch at +1 (800) 503-4611 and J.P. Morgan Securities plc at +44-207-134-2468, 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

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.

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+5, to specify alternative settlement arrangements to prevent a failed settlement.

No key information document (“KID”) required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering, selling or distributing 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.

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, selling or distributing 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.

 

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Manufacturer target market (MiFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).

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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