America Online 2015 Annual Report Download - page 61

Tende r Offer
On March10, 2014, we announced the commencement of a tender offer (the Tender Offer) to purchase for cash any and all of the series of notes
listed in the following table:
(dollars in millions, except for Purchase Price)
Interest
Rate Maturity
Principal Amount
Outstanding
Purchase
Price(1)
Principal Amount
Purchased
Verizon Communications 6.10% 2018 $ 1,500 $ 1,170.07 $ 748
5.50% 2018 1,500 1,146.91 763
8.75% 2018 1,300 1,288.35 564
5.55% 2016 1,250 1,093.62 652
5.50% 2017 750 1,133.22 353
Cellco Partnership and Verizon Wireless Capital LLC 8.50% 2018 1,000 1,279.63 619
Alltel Corporation 7.00% 2016 300 1,125.26 157
GTE Corporation 6.84% 2018 600 1,196.85 266
$ 4,122
(1) Per $1,000 principal amount of notes
The Tender Offer for each series of notes was subject to a financing
condition, which was either satisfied or waived with respect to all
series. The Tender Offer expired on March17, 2014 and settled
on March19, 2014. In addition to the purchase price, any accrued
and unpaid interest on the purchased notes was paid to the date
of purchase. During March 2014, we recorded early debt redemp-
tion costs in connection with the Tender Offer (see “Early Debt
Redemption and Other Costs”).
May Exchange Offer
On May29, 2014, we announced the commencement of a private
exchange offer (the May Exchange Offer) to exchange up to all
Cellco Partnership and Verizon Wireless Capital LLC’s £0.6billion
outstanding aggregate principal amount of 8.875% Notes due 2018
(the 2018 Old Notes) for Verizon’s new sterling- denominated Notes
due 2024 (the New Notes) and an amount of cash. This exchange
offer has been accounted for as a modification of debt. In connection
with the May Exchange Offer, which expired on June25, 2014, we
issued £0.7billion aggregate principal of New Notes and made a cash
payment of £22million in exchange for £0.6billion aggregate principal
amount of tendered 2018 Old Notes. The New Notes bear interest at a
rate of 4.073% per annum.
Concurrent with the issuance of the New Notes, we entered into cross
currency swaps to fix our future interest and principal payments in U.S.
dollars (see Note9).
July Exchange Offers
On July23, 2014, we announced the commencement of eleven
separate private offers to exchange (the July Exchange Offers)
specified series of outstanding Notes issued by Verizon and Alltel
Corporation (collectively, the Old Notes) for new Notes to be issued
by Verizon. The July Exchange Offers have been accounted for as a
modification of debt. On August21, 2014, Verizon issued $3.3billion
aggregate principal amount of 2.625% Notes due 2020 (the 2020
New Notes), $4.5billion aggregate principal amount of 4.862% Notes
due 2046 (the 2046 New Notes) and $5.5billion aggregate principal
amount of 5.012% Notes due 2054 (the 2054 New Notes) in satisfac-
tion of the exchange offer consideration on tendered Old Notes (not
including accrued and unpaid interest on the Old Notes). The following
tables list the series of Old Notes included in the July Exchange Offers
and the principal amount of each such series accepted by Verizon
for exchange.
The table below lists the series of Old Notes included in the July Exchange Offers for the 2020 New Notes:
(dollars in millions)
Interest
Rate Maturity
Principal Amount
Outstanding
Principal Amount
Accepted For
Exchange
Verizon Communications 3.65% 2018 $ 4,750 $ 2,052
2.50% 2016 4,250 1,068
$ 3,120
The table below lists the series of Old Notes included in the July Exchange Offers for the 2046 New Notes:
(dollars in millions)
Interest
Rate Maturity
Principal Amount
Outstanding
Principal Amount
Accepted For
Exchange
Verizon Communications 6.40% 2033 $ 6,000 $ 1,645
7.75% 2030 2,000 794
7.35% 2039 1,000 520
7.75% 2032 400 149
Alltel Corporation 7.875% 2032 700 248
6.80% 2029 300 65
$ 3,421
59Verizon Communications Inc. and Subsidiaries
Notes to Consolidated Financial Statements continued