Verizon announces expiration and final results of its tender offers and consent solicitations for 20 series of Verizon and certain of its subsidiaries’ notes

Rhea-AI Summary

Verizon (NYSE:VZ) announced final results of its cash tender offers and related consent solicitations for 20 note series, which expired at 5:00 p.m. New York City time on June 16, 2026.

Verizon accepted $1,857,563,000 aggregate principal of notes and obtained requisite consents to amend covenants on several subsidiary debentures, with settlement in cash, including accrued interest, on June 22, 2026.

Positive

• $1.86 billion aggregate principal of notes accepted in tender offers
• Requisite consents obtained to amend covenants on six debenture series
• Cash settlement on June 22, 2026, including accrued and unpaid interest
• High acceptance levels in select issues, such as 97.03% of Frontier West Virginia 8.400% 2029 debentures
• Over $1.14 billion of Verizon 2.100% 2028 notes (55.27%) repurchased

Negative

• Several note series show low acceptance rates, with under 10% of outstanding principal tendered
• One Any and All series, Verizon Delaware 8.625% 2031 debentures, had 0.00% principal accepted

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 finalizes Verizon’s 2026 debt tender and exchange cycle, confirming acceptance of ...

Analysis

This announcement finalizes Verizon’s 2026 debt tender and exchange cycle, confirming acceptance of $1,857,563,000 in aggregate principal across 20 note series and settlement on June 22, 2026. It follows earlier disclosures on pricing, Waterfall Caps, and participation levels. Investors monitoring Verizon’s capital structure may focus on how much higher-coupon debt was retired, the mix between subsidiary and parent obligations, and future issuance under the company’s effective S-3ASR shelf as broader funding conditions evolve.

Key Figures

Notes accepted (total): $1,857,563,000 Frontier Florida 2028 accepted: $234,260,000 (82.99%) Frontier West Virginia 2029 accepted: $48,516,000 (97.03%) +5 more

8 metrics

Notes accepted (total) $1,857,563,000 Aggregate principal amount of Notes accepted in Tender Offers and Consent Solicitations

Frontier Florida 2028 accepted $234,260,000 (82.99%) 6.860% Debentures due 2028 Any and All Notes series

Frontier West Virginia 2029 accepted $48,516,000 (97.03%) 8.400% Debentures due 2029 Waterfall Notes series

Verizon 2.100% 2028 accepted $1,142,981,000 (55.27%) Verizon Communications Inc. 2.100% Notes due 2028 Waterfall Notes

Verizon 6.940% 2028 accepted $48,752,000 (19.51%) Verizon Communications Inc. 6.940% Notes due 2028 Waterfall Notes

Verizon Maryland 5.125% 2033 accepted $20,369,000 (14.65%) 5.125% Debentures due 2033 Any and All Notes series

Expiration Date June 16, 2026, 5:00 p.m. NYC time Tender Offers and Consent Solicitations expiration and extended early participation date

Settlement Date June 22, 2026 Date cash consideration and accrued interest to be paid to tendering holders

Historical Context

5 past events · Latest: Jun 08 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 08	Area code update	Neutral	+0.0%	Announced introduction of new 465 area code overlay in New York region.
Jun 04	Dividend declaration	Positive	+1.1%	Declared quarterly dividend of $0.7075 per share, maintaining long increase streak.
Jun 02	Tender pricing terms	Neutral	+0.3%	Set pricing terms for 20 cash tender offers and related consent solicitations.
Jun 02	Tender modifications	Neutral	+0.3%	Extended early participation, raised Waterfall Cap, reported early tender results.
Jun 02	Private exchanges update	Neutral	+0.3%	Extended early participation date for private exchange offers and consent solicitations.

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 prior tender-offer updates and a dividend declaration, have been followed by small, generally positive price reactions, suggesting news has been absorbed without sharp dislocations.

Recent Company History

Over the last few weeks, Verizon has focused on capital structure and routine corporate updates. On June 4, 2026, it declared a quarterly dividend of $0.7075 per share, citing 20 consecutive years of dividend increases. On June 2, 2026, it detailed pricing terms and early results for its 2026 debt tender offers and related consent solicitations, and also extended early participation for private exchange offers. A June 8, 2026 notice covered a new 465 area code overlay. Today’s final tender and exchange results follow directly from those earlier liability-management steps.

Key Terms

tender offers, consent solicitations, indentures, exchange offers, +4 more

8 terms

tender offers financial

"11 separate offers, on behalf of certain of its wholly-owned subsidiaries, to purchase for cash any and all of the debt securities... (the “Any and All Tender Offers”)"

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

consent solicitations financial

"as well as solicit consents (the “Consent Solicitations”) to the proposed amendments to the indentures"

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 Any and All Notes issued by such subsidiaries"

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.

exchange offers financial

"final results of its separate, previously announced exchange offers and consent solicitations"

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.

Qualified Investors regulatory

"persons in member states of the European Economic Area... who are “Qualified Investors” within the meaning of Article 2(1)(e)"

Qualified investors are individuals or institutions that meet regulatory standards—such as a minimum income, net worth, or professional expertise—allowing them access to investment opportunities not open to the general public. Think of them as a financial "VIP" group: they can buy private deals, complex products, or early-stage securities that may offer higher returns but also carry greater risk and less public information, so their status matters because it changes what investments are available and what protections apply.

Financial Services and Markets Act 2000 regulatory

"for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)"

A UK law that sets the rules for how financial firms, markets and product sales must operate and how they are supervised, like a traffic code for banks, brokers and investment services. It matters to investors because it defines protections, disclosure requirements and enforcement powers that help ensure markets are fair, reduce fraud and make it clearer what risks and information companies must share.

Financial Promotion Order regulatory

"investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005"

A financial promotion order is a regulator-issued instruction that stops, corrects, or controls public communications about financial products or services when those communications are misleading, false, or unfair. Think of it like a temporary injunction or a product recall for advertising: it limits what a company can say to the public. For investors this matters because such an order can reduce market visibility, signal regulatory concern, and quickly affect a firm’s reputation and stock price.

broker or dealer financial

"in any jurisdiction in which the securities laws... require the Tender Offers... to be made by a licensed broker or dealer"

A broker or dealer is a financial middleman who helps people buy and sell securities: a broker acts like a matchmaker who executes trades on behalf of a client, while a dealer buys and sells from their own inventory like a shopkeeper. Investors care because these roles affect trade prices, fees, execution speed and potential conflicts of interest—similar to choosing between a personal shopper and a retailer, which can change what you pay and how reliably you get what you want.

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 Any and All Notes Extended Early Participation Date (as defined in Verizon’s press releases relating to the Tender Offers and Consent Solicitations dated June 2, 2026 (collectively, the “June 2026 Press Release”) of its previously announced 11 separate offers, on behalf of certain of its wholly-owned subsidiaries, to purchase for cash any and all of the debt securities listed in Table 1 below (the “Any and All Notes” and such offers, the “Any and All Tender Offers”) as well as solicit consents (the “Consent Solicitations”) to the proposed amendments to the indentures governing the Any and All Notes issued by such subsidiaries (with respect to each series of Any and All Notes, the “Proposed Amendments”) 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 Offer to Purchase and Consent Solicitation Statement dated May 11, 2026 (the “Offer to Purchase and Consent Solicitation Statement” and, together with the accompanying letter of transmittal, the “Offer Documents”), as amended by the June 2026 Press Release.

As previously announced, Verizon accepted for purchase all of the Waterfall Notes (as defined in the June 2026 Press Release) (together with the Any and All Notes, the “Notes”) validly tendered at or prior to the Waterfall Notes Early Participation Date (as defined in the June 2026 Press Release) in connection with its 9 separate Waterfall Tender Offers (as defined in the June 2026 Press Release) (together with the Any and All Tender Offers, the “Tender Offers”) on behalf of itself and certain of its wholly-owned subsidiaries in accordance with the Acceptance Priority Procedures (as defined in the June 2026 Press Release) described in the Offer to Purchase and Consent Solicitation Statement, as amended. Because the aggregate purchase price to be paid for the Waterfall Notes validly tendered at or prior to the Waterfall Notes Early Participation Date was equal to the increased Waterfall Cap, no additional Waterfall Notes tendered after the Waterfall Notes Early Participation Date were accepted for purchase.

Verizon today also announced the final results of its separate, previously announced exchange offers and consent solicitations (such consent solicitations, the “Separate Consent Solicitations”), on behalf of certain of its wholly-owned subsidiaries, to exchange the Any and All Notes for new notes issued by Verizon, 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”), as amended by Verizon’s press release relating to the exchange offers and Separate Consent Solicitations dated June 2, 2026. Consents delivered for a series of Any and All Notes in connection with the Tender Offers were cumulated with the consents delivered for such series of Any and All Notes in connection with the Separate Consent Solicitations. The exchange offers are separate and distinct from the Tender Offers, and neither the Tender Offers nor the separate exchange offers are conditioned upon the consummation of such other offers.

As of the Expiration Date, all conditions to the Tender Offers and Consent Solicitations were deemed satisfied or waived by Verizon. 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 aggregate principal amount of the Notes accepted by Verizon (not including accrued and unpaid interest on such Notes) in connection with the Tender Offers and Consent Solicitations is $1,857,563,000.

Verizon has accepted all Notes (and, with respect to the Any and All Notes, the related consents) validly tendered and not validly withdrawn at or prior to the Expiration Date. The tables below set forth, among other things, the principal amount of each series of Notes that has been accepted for purchase:

Table 1

Any and All of the Outstanding Any and All Notes and related Consent Solicitations Listed Below:

CUSIP Number

Issuer(1)

Title of Security

Maturity Date

Principal Amount Outstanding

Principal Amount Outstanding Accepted

Percentage of Principal Amount Outstanding

362333AH9

Frontier Florida LLC

6.860% Debentures due 2028

2/1/2028

$282,289,000

$234,260,000

82.99%

362337AK3

Frontier North Inc.

6.730% Debentures, Series G due 2028

2/15/2028

$200,000,000

$157,217,000

78.61%

020039AJ2

Alltel Corporation

6.800% Debentures due 2029

5/1/2029

$38,098,000

$634,000

1.66%

165087AL1

Verizon Virginia LLC

8.375% Debentures due 2029

10/1/2029

$8,993,000

$2,756,000

30.65%

165069AP0

Verizon Maryland LLC

8.000% Debentures due 2029*

10/15/2029

$19,981,000

$1,498,000

7.50%

645767AW4

Verizon New Jersey Inc.

7.850% Debentures due 2029

11/15/2029

$44,704,000

$4,739,000

10.60%

644239AY1

Verizon New England Inc.

7.875% Debentures due 2029*

11/15/2029

$133,077,000

$20,467,000

15.38%

165069AQ8

Verizon Maryland LLC

8.300% Debentures due 2031

8/1/2031

$21,111,000

$305,000

1.44%

252759AM7

Verizon Delaware LLC

8.625% Debentures due 2031

10/15/2031

$2,381,000

-

0.00%

020039DC4

Alltel Corporation

7.875% Senior Notes due 2032

7/1/2032

$55,847,000

$4,349,000

7.79%

92344WAB7

Verizon Maryland LLC

5.125% Debentures due 2033

6/15/2033

$139,085,000

$20,369,000

14.65%

Table 2
Outstanding Waterfall Notes in the Waterfall Tender Offers Listed Below:
Acceptance Priority Level		CUSIP Number		Issuer(1)		Title of Security		Maturity Date		Principal Amount Outstanding			Principal Amount Outstanding Accepted			Percentage of Principal Amount Outstanding
1		362311AG7		Frontier California Inc.		6.750% Debentures due 2027		5/15/2027		$200,000,000			$109,112,000			54.56%
2		650094CJ2		Verizon New York Inc.		6.500% Debentures due 2028		4/15/2028		$34,773,000			$1,899,000			5.46%
3		07786DAA4		Verizon Pennsylvania LLC		6.000% Debentures due 2028		12/1/2028		$44,079,000			$9,237,000			20.96%
4		165123AM2		Frontier West Virginia Inc.		8.400% Debentures due 2029*		10/15/2029		$50,000,000			$48,516,000			97.03%
5		078167AZ6		Verizon Pennsylvania LLC		8.350% Debentures due 2030		12/15/2030		$31,140,000			$8,642,000			27.75%
6		078167BA0		Verizon Pennsylvania LLC		8.750% Debentures due 2031		8/15/2031		$34,923,000			$24,279,000			69.52%
7		92344XAB5		Verizon New York Inc.		7.375% Debentures due 2032		4/1/2032		$99,437,000			$17,551,000			17.65%
8		362320BA0		Verizon Communications Inc.		6.940% Notes due 2028		4/15/2028		$249,838,000			$48,752,000			19.51%
9		92343VGH1		Verizon Communications Inc.		2.100% Notes due 2028		3/22/2028		$2,068,135,000			$1,142,981,000			55.27%

_______________________
(1)   See Annex A of the Offer to Purchase and Consent Solicitation Statement for a list of original issuer names, as applicable.
*      Denotes a series of 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 accompanying Letter of Transmittal. With respect to the Certificated Notes, all references to the Offer to Purchase and Consent Solicitation Statement herein shall also include the Letter of Transmittal.

On June 22, 2026 (the “Settlement Date”), holders whose Notes have been accepted for purchase will receive the applicable Total Consideration, which is based on the previously announced pricing terms for the Tender Offers and includes the Early Participation Payment (each as defined in the Offer to Purchase and Consent Solicitation Statement, as amended), in cash. Such holders will also receive an additional cash payment equal to accrued and unpaid interest on such Notes to, but not including, the Settlement Date.

Verizon retained Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC to act as lead dealer managers and lead solicitation agents for the Tender Offers and Consent Solicitations and BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Intesa Sanpaolo IMI Securities Corp. and NatWest Markets Securities Inc. as co-dealer managers and co-solicitation agents for the Tender Offers and Consent Solicitations.

Global Bondholder Services Corporation has acted as the Tender Agent and the Information Agent for the Tender Offers and Consent Solicitations. Questions or requests for assistance related to the Tender Offers and Consent Solicitations or for additional copies of the 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 Tender Offers and Consent Solicitations.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Tender Offers and Consent Solicitations before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer Documents.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Notes. The Tender Offers and Consent Solicitations have been made solely pursuant to the Offer Documents and related documents. The Tender Offers and Consent Solicitations are not being made to Holders of 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 Tender Offers and Consent Solicitations to be made by a licensed broker or dealer, the Tender 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 Tender 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 (i) persons who are outside the United Kingdom, or (ii) 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 (iii) within Article 43 of the Financial Promotion Order, or (iv) 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 (such persons together being “relevant persons”). Any person who is not a relevant person should not act or rely on any document or material relating to the Tender Offers and Consent Solicitations or any of their contents.

This communication and any other documents or materials relating to the Tender 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(1)(e) of Regulation (EU) 2017/1129. The Tender Offers and Consent Solicitations are only available to Qualified Investors. None of the information in any document or material relating to the Tender 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 Tender 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 Offer to Purchase and Consent Solicitation Statement under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference in the Offer to Purchase and Consent Solicitation Statement. 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 on June 17, 2026 about its tender offers?

Verizon announced the expiration and final results of its cash tender offers and consent solicitations for 20 note series. According to Verizon, the offers expired June 16, 2026, and all conditions were satisfied or waived at that time.

How much debt did Verizon (VZ) repurchase in the June 2026 tender offers?

Verizon repurchased notes with an aggregate principal amount of $1,857,563,000. According to Verizon, this total covers both Any and All and Waterfall Notes accepted in the tender offers, excluding accrued and unpaid interest on those notes.

When is the settlement date for Verizon (VZ) June 2026 tender offers?

The settlement date is June 22, 2026. According to Verizon, holders whose notes were accepted will receive the applicable total consideration in cash, plus an additional payment for accrued and unpaid interest to, but not including, the settlement date.

Which Verizon-related debentures received requisite consents for indenture amendments in 2026?

Requisite consents were received for six series, including 6.860% 2028, 6.730% 2028 Series G, 8.375% 2029, 7.875% 2029, 8.625% 2031 and 7.875% 2032 notes. According to Verizon, this allows specified amendments to related indenture covenants.

How did the Waterfall Tender Offers affect Verizon (VZ) notes maturing in 2027–2032?

Verizon accepted all Waterfall Notes tendered by the early participation date, up to the increased cap. According to Verizon, this included 55.27% of its 2.100% 2028 notes and 54.56% of Frontier California 6.750% 2027 debentures.

What consideration will investors receive in Verizon (VZ) June 2026 exchange and tender offers?

Investors whose notes were accepted will receive the applicable total consideration in cash, including the early participation payment. According to Verizon, they will also receive an additional cash amount equal to accrued and unpaid interest up to the settlement date.