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Verizon extends early participation and releases early tender results for debt offers and consent solicitations
The Apex Times

THE APEX TIMES

Business/The Apex Times/Jun 7, 4:31 AM EDT

Verizon extends early participation and releases early tender results for debt offers and consent solicitations

The telecom giant said it increased a key “waterfall” purchase cap and published early participation figures across multiple series of notes as its June 16, 2026 deadline for tenders approaches.

By The Apex Times Newsroom4 min readAI-assisted Apex article

Verizon Communications has announced early results for previously announced cash tender offers and consent solicitations aimed at its and certain subsidiaries’ outstanding notes, and it said it is adjusting the mechanics of how much it will buy from investors who tender early. The company also extended an early participation date for a subset of the offers, while keeping the key withdrawal deadline unchanged.

In a news release dated June 2, 2026, Verizon said it will increase the “Waterfall Cap” tied to its “Waterfall Tender Offers.” The cap, which initially was $1.25 billion of aggregate purchase price (excluding accrued coupon payments), will be expanded to an amount sufficient to purchase all Waterfall Notes that were validly tendered and not withdrawn at or before the Waterfall Notes early participation date, which Verizon described as approximately $1.4 billion. The company did not change the original Waterfall Notes early participation date, which remained June 1, 2026 at 5:00 p.m. New York City time.

Verizon also said it extended the early participation date for its “Any and All Notes” tender offers (and related consents) so that the Any and All Notes Extended Early Participation Date occurs at the same time the Any and All Tender Offers and Consent Solicitations are scheduled to expire, which Verizon set for June 16, 2026 at 5:00 p.m. New York City time. The company emphasized that the deadline to validly withdraw tenders and, for Any and All Notes, to revoke related consents was not modified and expired on June 1, 2026 at 5:00 p.m. New York City time.

The release includes early participation figures as of June 1, 2026 at 5:00 p.m. for the notes covered by the tender offers and consent solicitations. For example, Verizon disclosed that 97.03% of the principal amount outstanding of Frontier West Virginia Inc.’s 8.400% debentures due 2029 was tendered and not withdrawn at the Waterfall Notes early participation date, while 5.46% of the principal amount outstanding of Verizon New York Inc.’s 6.500% debentures due 2028 was tendered. Verizon also disclosed that 55.27% of the principal amount outstanding of Verizon Communications Inc.’s 2.100% notes due 2028 was tendered and not withdrawn at that early participation time.

Verizon’s tender structure uses a “waterfall” methodology, a process designed to prioritize which series of notes it will accept first under specified acceptance priority levels, subject to the Waterfall Cap. Separate from the tenders themselves, Verizon is also soliciting consents to proposed amendments to indentures governing the notes, including steps intended to eliminate specified restrictive covenants. In the tender-offer launch materials, Verizon described that holders that validly tender Any and All Notes would be deemed to deliver the related consents for the proposed amendments for the tendered principal amount.

The company said the obligation to accept notes (and the related consents for the Any and All Notes) remains subject to the conditions in the offer documents, as amended. Verizon also said it retained several banks as lead dealer managers and lead solicitation agents for the offers and consent solicitations, and it identified Global Bondholder Services Corporation as the tender agent and information agent.

Verizon did not provide an overall “how much principal” summary across all series in this early-results release, and it did not detail the final pricing or offer yields in the early-participation notice. The company said it would issue a later press release specifying the offer yield and total consideration for each series, and it also noted that settlement (if any) is expected to be the third business day following the applicable expiration date. With the tenders and consent solicitations scheduled to expire on June 16, 2026 at 5:00 p.m. New York City time, the next key milestone is the final acceptance and consent-results announcement after expiration.

As Verizon moves toward the June 16 deadline, investors will likely focus on participation levels by note series, whether the expanded Waterfall Cap changes the amount accepted under the acceptance priority levels, and how broadly consent requirements are met across the indentures that Verizon is targeting for amendment.

Why It Matters

  • By extending early participation for the Any and All Notes and increasing the Waterfall Cap, Verizon appears focused on improving both tender participation and the ability to accept a broader set of notes within predetermined buying limits.
  • Raising the cap reduces the chance that Verizon will have to prorate acceptance under the waterfall acceptance priorities for notes tendered by the early participation deadline.
  • The early participation spread across note series indicates that investor appetite for participating in Verizon’s debt actions is uneven, which could affect how fully consent amendments are adopted across targeted indentures.
  • The June 16 expiration date sets a clear near-term window for final results, including how many notes Verizon will actually accept and which series will see the highest consent participation.

Sources

Key Facts

  • Verizon said it increased the Waterfall Cap for its previously announced Waterfall Tender Offers to an amount sufficient to purchase all Waterfall Notes tendered and not withdrawn by the Waterfall Notes early participation date, described as approximately $1.4 billion (from an initial $1.25 billion cap).
  • The Waterfall Notes early participation date remained unchanged at June 1, 2026 at 5:00 p.m. New York City time, and the withdrawal deadline also remained June 1, 2026 at 5:00 p.m. New York City time.
  • Verizon extended the Any and All Notes early participation date so it now lines up with the June 16, 2026 expiration at 5:00 p.m. New York City time.
  • Early participation data as of June 1, 2026 at 5:00 p.m. showed widely varying tender rates by series, including 97.03% tendering for Frontier West Virginia Inc.’s 8.400% debentures due 2029.
  • The same early-results table showed low tendering for Verizon New York Inc.’s 6.500% debentures due 2028, at 5.46%.
  • Verizon set the expiration for the tender offers and consent solicitations for June 16, 2026 at 5:00 p.m. New York City time, with settlement expected to be the third business day following expiration.
  • Global Bondholder Services Corporation was identified by Verizon as the tender agent and information agent for the offers and consent solicitations.

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Verizon extends early participation and releases early tender results for debt offers and consent solicitations | The Apex Times