Reoffer: EUR 30.5NC6.5: MS+171.6bp / 100.000 / 4.250% GBP 30.5NC6.5: UKT+170.7bp / 100.000 / 5.750%
Benchmark: EUR 30.5NC6.5: DBR 1.7% 08/32 @ 95.607 / 2.440% / B+181bp GBP 30.5NC6.5: UKT 4.25% 06/32 @ 101.578 / 3.963% (S/A) UKT+170.7bp
Final Books: EUR €5.8bn / GBP £2.25bn
Launched: EUR 30.5NC6.5: €2.25bn @ 4.25% GBP 30.5NC6.5: £600m @ 5.75%
Yield Set: EUR 30.5NC6.5: 4.25% (-50bp) GBP 30.5NC6.5: 5.75% (-50bp) - (Books EUR €7.0bn / GBP £2.5bn)
IPTs: EUR 30.5NC6.5: 4.75% area GBP 30.5NC6.5: 6.25% area
Issuer: Verizon Communications Inc.
Ticker: VZ
Country: USA
LEI: 2S72QS2UO2OESLG6Y829
Issuer Ratings: Baa1/BBB+/A- (Moody's/S&P/Fitch) (Stable/Stable/Stable)
Expected Instrument Ratings: Baa2/BBB-/BBB (Moody's/S&P/Fitch)
Expected Equity Credit: 50% / 50% / 50% (Moody's / S&P / Fitch)
Status and Subordination of the Notes: The Subordinated Notes will be subordinate and junior in right of payment, to the extent and in the manner set forth in the indenture, to all of Verizon's senior indebtedness. The Subordinated Notes will rank pari passu to all of Verizon's outstanding junior subordinated notes, Verizon's euro / sterling junior subordinated notes being concurrently offered (if and when issued, respectively) and to any future unsecured subordinated indebtedness that Verizon may incur from time to time if the terms of such indebtedness provide that it ranks equally with the Subordinated Notes in right of payment
Format: SEC-Registered
Size: €2.25bn (EUR) / £600m (GBP)
Reoffer (Annual Yield):
EUR 30.5NC6.5: 4.250% / 100.000
GBP 30.5NC6.5: 5.750% / 100.000
Initial Margin:
EUR 30.5NC6.5: MS+171.6bp
GBP 30.5NC6.5: UKT+170.7bp (S/A)
Settlement Date: 23-Feb-26 (T+3)
Maturity Date: 15-Aug-56
First Reset Date: August 15, 2032 (the "First Reset Date") and each fifth anniversary thereof
Interest:
EUR 30.5NC6.5: From (and including) the Issue Date to (but excluding) the First Reset Date at a fixed rate of 4.2462% , payable annually in arrears; From (and including) the First Reset Date, reset every five years to the 5yr mid-swap, plus the Initial Margin plus relevant Step-Up payable annually in arrears; Provided that, the interest rate during any Reset Period will not reset below zero
GBP 30.5NC6.5: From (and including) the Issue Date to (but excluding) the First Reset Date at a fixed rate of 5.7427% , payable annually in arrears; From (and including) the First Reset Date, reset every five years to the 5yr Benchmark Gilt Rate, plus the Initial Margin plus relevant Step-Up payable annually in arrears; Provided that, the interest rate during any Reset Period will not reset below zero
Coupon: Short First Payment, Fixed, Annual, ACT/ACT (ICMA)
Benchmark:
EUR 30.5NC6.5: DBR 1.7% 08/32 @ 95.607 / 2.440% / B+181bp
GBP 30.5NC6.5: UKT 4.25% 06/32 @ 101.578 / 3.963% (S/A) UKT+170.7bp
MWC:
EUR 30.5NC6.5: B+30bp
GBP 30.5NC6.5: UKT+30bp
TOE: 15:20 UKT (EUR) / 15:21 UKT (GBP)
FTT: 19-Feb-26 subject to Termsheet
ISIN:
EUR 30.5NC6.5: XS3305144001
GBP 30.5NC6.5: XS3305143888
First Step-up (+25bp): 15-Aug-37 (Year 11.5)
Second Step-up (+75bp): 15-Aug-52 (Year 26.5, 100bp cumulative)
Denominations: €100k+€1k / £100k+£1k
Joint Bookrunners: Barclays, BofA Securities, Citigroup (B&D), Mizuho, RBC Capital Markets, Santander
Early Redemption: 90 days Par Call prior to First Reset Date (and every Interest Payment Date (IPD) thereafter) / MWC (at any time other than a Par Call Date)
Optional Interest Deferral: Optional deferral at any time, for period of up to 10 consecutive years; during an Optional Deferral Period, interest on the debentures will continue to accrue at the Interest Rate and any deferred interest will accrue additional interest
Special Event Redemption: Tax Deductibility Call, Rating Agency Event: 101% until First Par Call Date, Par thereafter; Substantial Repurchase Event: (75%), Tax Withholding Event: Par
Replacement Language: Replacement intention (with customary carve-outs)
Governing Law / Documentation: State of New York
Clearing: Euroclear / Clearstream
Listing: New York Stock Exchange (the "NYSE")
Stabilization: Relevant stabilization regulations including FCA/ICMA apply
Use of Proceeds: For general corporate purposes, which may include, depending on market and other conditions, the repayment of outstanding indebtedness.
Sales to Canada: Yes — via exemption
MiFID II Target Market: The manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as the notes will not be made available to retail investors in the EEA or the UK
Offer Restrictions: This Preliminary Term Sheet is not an offer to sell or a solicitation of an offer to buy these securities in any jurisdiction where such offer, solicitation or sale is not permitted. The information in this Preliminary Term Sheet is preliminary and may be superseded by an additional term sheet provided to you prior to the time you enter into a contract of sale. This Preliminary Term Sheet is being delivered to you solely to provide you with information about the offering of the securities referred to herein.
Use of Proceeds
For general corporate purposes, which may include, depending on market and other conditions, the repayment of outstanding indebtedness.