Verizon announces tender offers and consent solicitations for 20 series of Verizon and certain of its subsidiaries’ notes
Rhea-AI Summary
Verizon (NYSE: VZ) launched cash tender offers for 20 series of notes, including Any and All Tender Offers and Waterfall Tender Offers capped at $1.25 billion (excluding accrued interest).
The offers expire June 16, 2026, with a June 1, 2026 Early Participation Date and a $50 per $1,000 early participation payment plus accrued interest. Concurrent consent solicitations seek amendments to eliminate certain restrictive covenants, and separate exchange offers for eligible institutional and non‑U.S. investors are also commencing.
Positive
- Launch of 20 separate cash tender offers for outstanding notes
- Waterfall Tender Offers capped at $1.25 billion purchase price
- Early participation payment of $50 per $1,000 principal for eligible tenders
- Holders receive accrued and unpaid interest in addition to consideration
- Consent solicitations may remove certain restrictive covenants from subsidiary indentures
Negative
- Waterfall Tender Offers subject to proration if tenders exceed the $1.25 billion cap
- Holders tendering after June 1, 2026 receive lower Tender Consideration without the $50 payment
- No separate cash payment is offered for consents in the Consent Solicitations
- Waterfall Notes tendered after the Early Participation Date may not be accepted
News Market Reaction – VZ
In the May 11 session, VZ gained 0.02%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 06 | Network resilience update | Positive | +0.2% | Announced digital twin tech and expanded satellite fleet for hurricanes. |
| Apr 28 | Marketing promotion | Positive | +0.3% | Launched FIFA World Cup 2026 ticket promotions for customers and businesses. |
| Apr 27 | Earnings and guidance | Positive | +1.6% | Reported 1Q26 growth and raised adjusted EPS guidance with stronger metrics. |
| Apr 23 | Network product launch | Positive | +2.7% | Expanded Verizon Frontline Network Slice availability nationwide on devices. |
| Apr 22 | Earnings date notice | Neutral | -0.8% | Announced schedule for upcoming first‑quarter 2026 earnings release. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent Verizon headlines have mostly been operational or promotional, with four positive-news items seeing modest positive next-day reactions and one earnings-date notice drawing a small negative move.
Over the last month, Verizon highlighted network resilience upgrades, marketing promotions tied to the FIFA World Cup, and solid 1Q26 financial performance with raised EPS guidance. Operational news on its Frontline network and disaster readiness drew small positive stock moves, while the earnings-date announcement saw a slight decline. Today’s debt-focused tender and consent actions fit into an active capital structure and operational update cadence seen across recent filings and releases.
Key Terms
tender offers financial
consent solicitations regulatory
indentures regulatory
exchange offers financial
qualified institutional buyers regulatory
Rule 144A regulatory
CUSIP technical
AI-generated analysis. How Rhea-AI works. Not financial advice.
NEW YORK, May 11, 2026 (GLOBE NEWSWIRE) -- Verizon Communications Inc. (“Verizon”) (NYSE, Nasdaq: VZ) today announced the commencement of 20 separate offers, for its own account and on behalf of certain of its wholly-owned subsidiaries, to purchase for cash (i) 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”) and (ii) up to
Verizon is offering to accept for purchase any and all aggregate principal amount of validly tendered Any and All Notes. Verizon is offering to accept for purchase validly tendered Waterfall Notes using a “waterfall” methodology under which Waterfall Notes will be accepted in the order of their Acceptance Priority Levels listed below, subject to the Waterfall Cap (as defined below). The Waterfall Tender Offers are subject to the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement, including (i) the Acceptance Priority Procedures (as described below) and (ii) a
On the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, Verizon is offering to purchase the following outstanding securities for the consideration described below. Terms not otherwise defined are defined in the Offer to Purchase and Consent Solicitation Statement.
| 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 | Early Participation Payment(2) | Reference U.S. Treasury Security(3) | Bloomberg Reference Page | Fixed Spread (Basis Points)(3) | Hypothetical Total Consideration(4) | ||||||||||||
| 362333AH9 | Frontier Florida LLC | 2/1/2028 | FIT1 | 15 | |||||||||||||||||
| 362337AK3 | Frontier North Inc. | 2/15/2028 | FIT1 | 15 | |||||||||||||||||
| 020039AJ2 | Alltel Corporation | 5/1/2029 | FIT1 | 20 | |||||||||||||||||
| 165087AL1 | Verizon Virginia LLC | 10/1/2029 | FIT1 | 25 | |||||||||||||||||
| 165069AP0 | Verizon Maryland LLC | 10/15/2029 | FIT1 | 25 | |||||||||||||||||
| 645767AW4 | Verizon New Jersey Inc. | 11/15/2029 | FIT1 | 25 | |||||||||||||||||
| 644239AY1 | Verizon New England Inc. | 11/15/2029 | FIT1 | 25 | |||||||||||||||||
| 165069AQ8 | Verizon Maryland LLC | 8/1/2031 | FIT1 | 45 | |||||||||||||||||
| 252759AM7 | Verizon Delaware LLC | 10/15/2031 | FIT1 | 50 | |||||||||||||||||
| 020039DC4 | Alltel Corporation | 7/1/2032 | FIT1 | 60 | |||||||||||||||||
| 92344WAB7 | Verizon Maryland LLC | 6/15/2033 | FIT1 | 35 | |||||||||||||||||
| Table 2 Up to | |||||||||||||||||||||||
| Acceptance Priority Level | CUSIP Number | Issuer(1) | Title of Security | Maturity Date | Principal Amount Outstanding | Early Participation Payment(2) | Reference U.S. Treasury Security(3) | Bloomberg Reference Page | Fixed Spread (Basis Points)(3) | Hypothetical Total Consideration(4) | |||||||||||||
| 1 | 362311AG7 | Frontier California Inc. | 5/15/2027 | FIT1 | 0 | ||||||||||||||||||
| 2 | 650094CJ2 | Verizon New York Inc. | 4/15/2028 | FIT1 | 15 | ||||||||||||||||||
| 3 | 07786DAA4 | Verizon Pennsylvania LLC | 12/1/2028 | FIT1 | 15 | ||||||||||||||||||
| 4 | 165123AM2 | Frontier West Virginia Inc. | 10/15/2029 | FIT1 | 25 | ||||||||||||||||||
| 5 | 078167AZ6 | Verizon Pennsylvania LLC | 12/15/2030 | FIT1 | 35 | ||||||||||||||||||
| 6 | 078167BA0 | Verizon Pennsylvania LLC | 8/15/2031 | FIT1 | 45 | ||||||||||||||||||
| 7 | 92344XAB5 | Verizon New York Inc. | 4/1/2032 | FIT1 | 60 | ||||||||||||||||||
| 8 | 362320BA0 | Verizon Communications Inc. | 4/15/2028 | FIT1 | 15 | ||||||||||||||||||
| 9 | 92343VGH1 | Verizon Communications Inc. | 3/22/2028 | FIT1 | 15 | ||||||||||||||||||
_______________________
| (1) | See Annex A of the Offer to Purchase and Consent Solicitation Statement for a list of original issuer names, as applicable. |
| (2) | Payable, as part of the applicable Total Consideration, per each |
| (3) | The Total Consideration for each series of Notes will be based on the fixed spread for the applicable series of Notes plus the yield of the specified Reference U.S. Treasury Security for that series as of the Price Determination Date (as defined below). See “Description of the Tender Offers and Consent Solicitations—Determination of Consideration.” The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration. There is no separate consent payment for the Consent Solicitations. |
| (4) | Per |
| * | 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. |
Verizon today also announced the commencement of separate exchange offers and 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”). Only holders who have duly completed and returned an eligibility letter certifying that they are either (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (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 are “Non-U.S. qualified offerees” (as defined in the related eligibility letter) are authorized to receive the Exchange Offer and Consent Solicitation Statement and to participate in the exchange offers and consent solicitations thereunder. Consents delivered for a series of Any and All Notes in connection with the Tender Offers will be cumulated with the consents delivered for such series of Any and All Notes in connection with the separate exchange offers. The exchange offers and consent solicitations are separate and distinct from the Tender Offers and Consent Solicitations, and neither the Tender Offers and Consent Solicitations nor the separate exchange offers and consent solicitations are conditioned upon the consummation of such other offer. A Holder will only be able to tender specific Any and All Notes within a series into either the Any and All Tender Offers or the concurrent, separate exchange offer, as the same Any and All Notes cannot be tendered into more than one tender offer at the same time through ATOP.
The Tender Offers and Consent Solicitations will each expire at 5:00p.m. (New York City time) on June 16, 2026, unless extended or earlier terminated by Verizon (such date and time with respect to a Tender Offer and Consent Solicitation, as the same may be extended with respect to such Tender Offer and Consent Solicitation, the “Expiration Date”). To be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below), holders of Notes (each, a “Holder,” and collectively, “Holders”) must validly tender their Notes at or prior to 5:00 p.m. (New York City time) on June 1, 2026, unless extended or earlier terminated (such date and time with respect to a Tender Offer and Consent Solicitation, as the same may be extended with respect to such Tender Offer and Consent Solicitation, the “Early Participation Date”). Holders who validly tender their Notes after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will be eligible to receive the Tender Consideration (as defined below). All Holders whose Notes (and, with respect to the Any and All Notes only, related consents) are accepted in a Tender Offer and Consent Solicitation, as applicable, will receive a cash payment equal to accrued and unpaid interest on such Notes to, but not including, the Settlement Date (as defined below) (the “Accrued Coupon Payment”) in addition to their Total Consideration or Tender Consideration, as applicable. There is no separate consent payment for the Consent Solicitations.
Notes may be validly withdrawn and, for purposes of the Any and All Notes, consents to the applicable Proposed Amendments may be validly revoked, at any time at or prior to the earlier of (i) 5:00 p.m. (New York City time) on June 1, 2026, unless extended with respect to any Tender Offer and Consent Solicitation, or (ii) the effectiveness of the supplemental indentures to the corresponding Existing Indentures implementing the applicable Proposed Amendments, but not thereafter.
Subject to the satisfaction or waiver of the conditions of the Waterfall Tender Offers, the “Acceptance Priority Procedures” with respect to the Waterfall Tender Offers will operate as follows:
- first, if the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of all Waterfall Notes validly tendered at or prior to the applicable Early Participation Date by Holders does not exceed the Waterfall Cap, then Verizon will accept all such Waterfall Notes. However, if the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of all Waterfall Notes validly tendered at or prior to the applicable Early Participation Date by Holders exceeds the Waterfall Cap, then Verizon will (i) accept such Waterfall Notes for purchase for cash, starting at the highest Acceptance Priority Level (level 1) and moving sequentially to each lower Acceptance Priority Level (the lowest of which is level 9), until the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of such Notes equals the Waterfall Cap, (ii) prorate the series of such Waterfall Notes with the lowest Acceptance Priority Level accepted for purchase for cash and (iii) not accept for purchase for cash (x) any such Waterfall Notes of a series with an Acceptance Priority Level below that of the prorated series or (y) any Waterfall Notes validly tendered after the applicable Early Participation Date; and
- second, if the Waterfall Cap is not exceeded at the applicable Early Participation Date, Verizon will repeat the steps described in the prior bullet with respect to Waterfall Notes validly tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, in order to determine the aggregate principal amount of such Waterfall Notes that Verizon will accept for purchase. All Waterfall Notes, regardless of Acceptance Priority Level, that are validly tendered at or prior to the applicable Early Participation Date will have priority over Waterfall Notes validly tendered after the applicable Early Participation Date and at or prior to the applicable Expiration Date.
The “Settlement Date,” if any, is the date on which Verizon will settle all Notes validly tendered and accepted for purchase, 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, unless extended with respect to any Tender Offer and Consent Solicitation.
The applicable Total Consideration payable by Verizon for each
Promptly after 10:00 a.m. (New York City time) on June 2, 2026, unless extended with respect to a Tender Offer and Consent Solicitation (such date and time with respect to a Tender Offer and Consent Solicitation, as the same may be extended with respect to such Tender Offer and Consent Solicitation, the “Price Determination Date”), Verizon will issue a press release specifying, among other things, the Offer Yield (as defined in the Offer to Purchase and Consent Solicitation Statement) and the Total Consideration for each series of Notes.
Verizon has 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 intends to appoint co-dealer managers for the Tender Offers and Consent Solicitations. Questions regarding terms and conditions of the Tender Offers and Consent Solicitations should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect), or J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-7489 (collect), Morgan Stanley at (866) 834-4666 (toll-free) and (212) 834-4818 (collect) or Wells Fargo at (866) 309-6316 (toll-free) or (704) 410-4235 (collect).
Global Bondholder Services Corporation will act 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.
If Verizon terminates any Tender Offer and Consent Solicitation with respect to one or more series of Notes, it will give prompt notice to the Tender Agent or Information Agent, as applicable, and all Notes tendered pursuant to such terminated Tender Offer and Consent Solicitation will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in DTC will be released.
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 Tender 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 Tender 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 are being made solely pursuant to the Tender 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
