Verizon announces expiration and final results of its private exchange offers and consent solicitations for 11 series of notes

Rhea-AI Summary

Verizon (NYSE:VZ) announced the expiration and final results of its private exchange offers, cash tender offers and related consent solicitations for 11 series of subsidiary notes as of June 16, 2026.

Verizon accepted all Old Notes validly tendered, with accepted amounts ranging from 1.03% to 85.89% of principal outstanding, and obtained requisite consents for several high‑coupon debentures to implement proposed indenture amendments. Eligible Holders will receive Total Consideration on June 22, 2026, when economically equivalent unregistered New Notes are issued and a registration rights agreement is entered.

Positive

• All validly tendered Old Notes accepted as of June 16, 2026
• Requisite consents obtained to amend indentures for six debenture series
• Up to 85.89% of 8.625% 2031 Verizon Delaware debentures accepted
• 52.03% of 7.875% 2029 Verizon New England debentures exchanged
• 57.41% of 7.875% 2032 Alltel senior notes exchanged
• Settlement Date set for June 22, 2026 with Total Consideration

Negative

• None.

News Market Reaction – VZ

-1.90%

-1.90% Session close to close

In the Jun 17 session, VZ declined 1.90%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement finalized Verizon’s private exchange offers and consent solicitations across 11 no...

Analysis

This announcement finalized Verizon’s private exchange offers and consent solicitations across 11 note series, specifying accepted principal such as $2,045,000 of 8.625% 2031 debentures (85.89% of that issue) and setting a June 22, 2026 settlement date. The New Notes mirror the Old Notes’ economic terms and initially remain unregistered, with a registration rights agreement planned. In recent months, related tender and exchange updates produced limited price moves, suggesting investors may track future debt actions and overall leverage trends more than this single step.

Key Figures

VZ share price: $46.73 Frontier Florida 2028 accepted: $2,903,000 Frontier North 2028 accepted: $8,404,000 +5 more

8 metrics

VZ share price $46.73 Prior close before exchange offer results announcement

Frontier Florida 2028 accepted $2,903,000 6.860% Debentures due 2028; 1.03% of $282,289,000 outstanding

Frontier North 2028 accepted $8,404,000 6.730% Debentures, Series G due 2028; 4.20% of $200,000,000 outstanding

Verizon Virginia 2029 accepted $3,595,000 8.375% Debentures due 2029; 39.98% of $8,993,000 outstanding

Verizon Maryland 2029 accepted $4,875,000 8.000% Debentures due 2029; 24.40% of $19,981,000 outstanding

Verizon Delaware 2031 accepted $2,045,000 8.625% Debentures due 2031; 85.89% of $2,381,000 outstanding

Alltel 2032 accepted $32,064,000 7.875% Senior Notes due 2032; 57.41% of $55,847,000 outstanding

Settlement Date June 22, 2026 Date Total Consideration and cash consent payments are payable

Historical Context

5 past events · Latest: Jun 08 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 08	Network/operations update	Neutral	+0.0%	Announcement of new 465 overlay area code for New York region.
Jun 04	Dividend declaration	Positive	+1.1%	Quarterly dividend of $0.7075 per share, continuing long increase streak.
Jun 02	Debt tender pricing	Neutral	+0.3%	Pricing terms for 20 cash tender offers and consent solicitations.
Jun 02	Tender offer amendment	Neutral	+0.3%	Extension of early participation date and higher Waterfall Cap in tenders.
Jun 02	Exchange offers update	Neutral	+0.3%	Extended early participation date and early results for 11 private exchanges.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent Verizon headlines, including debt tender actions and operational updates, have been followed by small, directionally muted price moves, suggesting limited short-term sensitivity to such announcements.

Recent Company History

Over the past weeks, Verizon issued several operational and capital-structure updates. On Jun 02, it announced debt tender pricing and extensions for 20 note series, followed by more detailed tender and exchange offer changes that day, with modest positive price reactions around 0.29%. A Jun 04 dividend declaration and a Jun 08 New York area code overlay also saw limited price movement. Today’s completion of private exchange offers and consents continues this pattern of incremental balance-sheet management news.

Key Terms

exchange offers, consent solicitations, indentures, restrictive covenants, +3 more

7 terms

exchange offers financial

"previously announced (i) offers to exchange (the “Exchange Offers”), on behalf of certain"

An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.

consent solicitations financial

"solicitations of consents (the “Consent Solicitations”), on behalf of such subsidiaries,"

A consent solicitation is a formal request sent to shareholders asking them to approve or waive specific corporate actions — such as contract changes, mergers, or amendments to governance rules — often by signing a written consent instead of voting at a meeting. For investors this matters because it can speed up major decisions and alter rights or payments without a public vote, so shareholders need to weigh potential benefits, risks and any pressure to agree, much like neighbors being asked to sign off on a change to a shared driveway.

indentures financial

"proposed amendments to the indentures governing the Old Notes (with respect"

Indentures are the written contracts that set out the terms and protections for a debt issue, such as a bond or note, including payment schedule, interest rate, collateral, and what happens if the borrower misses payments. Think of it like the rulebook and safety features for a loan that both the borrower and lenders agree to; investors use it to assess their rights, recoveries in trouble, and limits on the issuer’s future actions.

restrictive covenants financial

"in order to, among other things, eliminate certain of the restrictive covenants"

Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.

registration rights agreement regulatory

"Verizon will enter into a registration rights agreement with respect to such New Notes"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

qualified institutional buyers regulatory

"certifying that they were either (1) “qualified institutional buyers” as defined in Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"“qualified institutional buyers” as defined in Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, June 17, 2026 (GLOBE NEWSWIRE) -- Verizon Communications Inc. (“Verizon”) (NYSE, Nasdaq: VZ) today announced the expiration and final results, as of 5:00 p.m. (New York City time) on June 16, 2026 (the “Expiration Date”), which was also the Extended Early Participation Date (as defined in Verizon’s press release relating to the Exchange Offers and Consent Solicitations dated June 2, 2026 (the “Early Results Press Release”), of its previously announced (i) offers to exchange (the “Exchange Offers”), on behalf of certain of its wholly-owned subsidiaries, any and all of the outstanding series of debt securities listed below (the “Old Notes”) for specified series of newly issued notes of Verizon (collectively, the “New Notes”) and (ii) solicitations of consents (the “Consent Solicitations”), on behalf of such subsidiaries, to the proposed amendments to the indentures governing the Old Notes (with respect to each series of Old Notes, the “Proposed Amendments”) in order to, among other things, eliminate certain of the restrictive covenants and other provisions contained therein, each on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement dated May 11, 2026 (the “Exchange Offer and Consent Solicitation Statement” and, together with the accompanying letter of transmittal (the “Letter of Transmittal”) and eligibility letter, the “Exchange Offer Documents”), as amended by the Early Results Press Release.

Verizon today also announced the final 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 the Old Notes (the “Separate Consent Solicitations”), on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 11, 2026, as amended by Verizon’s press releases relating to the tender offers and Separate Consent Solicitations dated June 2, 2026. Consents delivered for a series of Old Notes in connection with the Exchange Offers were cumulated with the consents delivered for such series in connection with the Separate Consent Solicitations. The cash tender offers are separate and distinct from the Exchange Offers, and neither the Exchange Offers nor the separate cash tender offers are conditioned upon the consummation of such other offers.

Verizon’s obligation to accept Old Notes (and the related consents) tendered in the Exchange Offers and Consent Solicitations was subject to the terms and conditions described in the Exchange Offer Documents, as amended. As of the Expiration Date, the requisite consents to effect the applicable Proposed Amendments were received in connection with the Consent Solicitations and Separate Consent Solicitations with respect to the 6.860% Debentures due 2028, 6.730% Debentures, Series G due 2028, 8.375% Debentures due 2029, 7.875% Debentures due 2029, 8.625% Debentures due 2031 and 7.875% Senior Notes due 2032. The completion of any Exchange Offer with respect to a series of Old Notes was not conditioned on the receipt of the requisite consents in the related Consent Solicitation. All conditions to the Exchange Offers and Consent Solicitations were deemed to be satisfied or waived by Verizon as of the Expiration Date.

Verizon has accepted all Old Notes (and the related consents) validly tendered and not validly withdrawn at or prior to the Expiration Date. The table below sets forth, for each series of Old Notes, the principal amount accepted for exchange and the previously announced Total Consideration (as defined in the Exchange Offer and Consent Solicitation Statement, as amended), which includes the Early Participation Payment and the separate cash Consent Payment (each as defined in the Exchange Offer and Consent Solicitation Statement, as amended), payable on June 22, 2026 (the “Settlement Date”).

CUSIP Number		Subsidiary Issuer(1)		Title of Security		Principal Amount Outstanding			Aggregate Principal Amount Outstanding Accepted			Percentage of Principal Amount Outstanding Accepted
362333AH9		Frontier Florida LLC		6.860% Debentures due 2028		$282,289,000			$2,903,000			1.03%
362337AK3		Frontier North Inc.		6.730% Debentures, Series G due 2028		$200,000,000			$8,404,000			4.20%
020039AJ2		Alltel Corporation		6.800% Debentures due 2029		$38,098,000			$600,000			1.57%
165087AL1		Verizon Virginia LLC		8.375% Debentures due 2029		$8,993,000			$3,595,000			39.98%
165069AP0		Verizon Maryland LLC		8.000% Debentures due 2029*		$19,981,000			$4,875,000			24.40%
645767AW4		Verizon New Jersey Inc.		7.850% Debentures due 2029		$44,704,000			$11,770,000			26.33%
644239AY1		Verizon New England Inc.		7.875% Debentures due 2029*		$133,077,000			$69,235,000			52.03%
165069AQ8		Verizon Maryland LLC		8.300% Debentures due 2031		$21,111,000			$6,346,000			30.06%
252759AM7		Verizon Delaware LLC		8.625% Debentures due 2031		$2,381,000			$2,045,000			85.89%
020039DC4		Alltel Corporation		7.875% Senior Notes due 2032		$55,847,000			$32,064,000			57.41%
92344WAB7		Verizon Maryland LLC		5.125% Debentures due 2033		$139,085,000			$19,555,000			14.06%

(1)	See Annex A of the Exchange Offer and Consent Solicitation Statement for a list of original issuers, as applicable.
*	Denotes a series of Old Notes, a portion of which is held in physical certificated form (such portion, the “Certificated Notes”) and is not held through The Depository Trust Company (“DTC”). Such Certificated Notes may only be tendered in accordance with the terms and conditions of the Letter of Transmittal. With respect to the Certificated Notes, all references to the Exchange Offer and Consent Solicitation Statement herein shall also include the Letter of Transmittal.

When issued, each series of New Notes 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 of 1933, as amended (the “Securities Act”), or any state securities laws. Therefore, such 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 such New Notes on the Settlement Date.

Only holders who duly completed and returned an eligibility letter certifying that they were either (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States and who were “Non-U.S. qualified offerees” (as defined in the eligibility letter) were authorized to receive the Exchange Offer and Consent Solicitation Statement and to participate in the Exchange Offers and Consent Solicitations (each such holder, an “Eligible Holder”). Eligible Holders of Old Notes accepted for exchange will receive the Total Consideration on the Settlement Date.

Global Bondholder Services Corporation has acted as the Exchange Agent and Information Agent for the Exchange Offers and Consent Solicitations. Questions or requests for assistance related to the Exchange Offers and Consent Solicitations, or for additional copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation at (855) 654-2015 (toll-free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers and Consent Solicitations.

This announcement is for informational purposes only. This announcement is not an offer to exchange or a solicitation of an offer to exchange any Old Notes. The Exchange Offers and Consent Solicitations have been made solely pursuant to the Exchange Offer Documents. The Exchange Offers and Consent Solicitations have not been made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Exchange Offers and Consent Solicitations to be made by a licensed broker or dealer, the Exchange Offers and Consent Solicitations will be deemed to be made on behalf of Verizon by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This communication and any other documents or materials relating to the Exchange Offers and Consent Solicitations have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this announcement is not being distributed to, and must not be passed on to, persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. Accordingly, this communication is only addressed to and directed at persons who are outside the United Kingdom and (i) persons falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), or (ii) within Article 43 of the Financial Promotion Order, or (iii) high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (such persons together being “relevant persons”). The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on any document or material relating to the Exchange Offers and Consent Solicitations or any of their contents.

This communication and any other documents or materials relating to the Exchange Offers and Consent Solicitations are only addressed to and directed at persons in member states of the European Economic Area (the “EEA”), who are “Qualified Investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129. The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes, will be engaged in only with, Qualified Investors. The Exchange Offers are only available to Qualified Investors. None of the information in any document or material relating to the Exchange Offers and Consent Solicitations should be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.

Cautionary Statement Regarding Forward-Looking Statements

In this communication Verizon has made forward-looking statements, including regarding the conduct and completion of the Exchange Offers and Consent Solicitations. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “continue,” “anticipate,” “assume,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “hope,” “intend,” “target,” “forecast,” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated, including those discussed in the Exchange Offer and Consent Solicitation Statement under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference in the Exchange Offer and Consent Solicitation Statement. Eligible Holders are urged to consider these risks and uncertainties carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release, and Verizon undertakes no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. Verizon cannot assure you that projected results or events will be achieved.

This announcement was originally published by Verizon. Read the original press release.

Media contact:
Katie Magnotta
201-602-9235
katie.magnotta@verizon.com

FAQ

What did Verizon (VZ) announce about its note exchange offers on June 17, 2026?

Verizon announced the expiration and final results of its private exchange offers and related consent solicitations. According to Verizon, all Old Notes validly tendered by the June 16, 2026 expiration were accepted, and requisite consents were received for certain debentures to implement proposed indenture amendments.

How many Verizon and subsidiary note series were included in the June 2026 VZ exchange offers?

The June 2026 Verizon transaction covered 11 series of Old Notes issued by wholly owned subsidiaries. According to Verizon, these were offered to be exchanged into new Verizon notes with the same economic terms, alongside separate cash tender offers for 20 note series in total.

What percentages of principal were accepted in Verizon’s June 2026 note exchanges (VZ)?

Accepted principal percentages ranged from 1.03% to 85.89% across series. According to Verizon, notable acceptances included 85.89% of 8.625% 2031 Verizon Delaware debentures, 57.41% of 7.875% 2032 Alltel senior notes, and 52.03% of 7.875% 2029 Verizon New England debentures.

When will Eligible Holders of Verizon (VZ) notes receive consideration from the June 2026 exchange offers?

Eligible Holders will receive Total Consideration on June 22, 2026, the Settlement Date. According to Verizon, this payment includes the Early Participation Payment and separate cash Consent Payment for accepted Old Notes, alongside issuance of economically equivalent, unregistered New Notes.

Who could participate in Verizon’s June 2026 private exchange offers for VZ-related notes?

Participation was limited to Eligible Holders meeting specific securities law criteria. According to Verizon, these were qualified institutional buyers under Rule 144A or non-U.S. persons who were Non-U.S. qualified offerees, after completing and returning an eligibility letter.

Do Verizon’s June 2026 New Notes issued in the VZ exchange offers trade freely in the United States?

The New Notes will not be registered under the Securities Act and cannot be freely offered or sold in the U.S. According to Verizon, such offers or sales require registration or a valid exemption, though a registration rights agreement will be entered on the Settlement Date.

What was the purpose of Verizon’s consent solicitations linked to the June 2026 VZ exchange offers?

The consent solicitations sought approval for proposed amendments to indentures governing the Old Notes. According to Verizon, the amendments are intended, among other things, to eliminate certain restrictive covenants and other provisions for series where requisite consents were obtained.