Verizon Communications 8-K

Summary

Debt exchange offers and consent solicitations. Verizon launched offers to exchange 11 series of subsidiary-issued notes, with about $946M aggregate principal outstanding, for new Verizon notes. Holders who tender also consent to proposed indenture amendments, including removal of certain restrictive covenants; the exchanges are not conditioned on receiving the consents.

Key Figures

• Consideration per $1,000 principal amount tendered: $1,000 principal amount of new notes for tenders by 6/1/2026, including a $50 early participation payment, plus $1 cash consent payment. Tenders after 6/1/2026 and by 6/16/2026 receive $950 principal amount of new notes and no consent payment.
• The new notes retain the corresponding old notes’ interest rates, maturities and interest payment dates. The offers are limited to eligible qualified institutional buyers and specified non-U.S. investors.
• Verizon also launched separate cash tender offers for 20 note series, including the 11 exchange-offer series. The cash offers and exchanges are independent; the same notes cannot be tendered into both at once.

Investor Takeaways

• The early participation deadline is 6/1/2026; the offers expire 6/16/2026, unless extended or terminated. Results will show how much debt is exchanged and whether the proposed amendments obtain sufficient consents.
• Settlement is expected 6/22/2026, subject to conditions being satisfied or waived.