Filed Pursuant to Rule 433
Registration Statement No. 333-267245
Final Term Sheet
May 5, 2023
VERIZON COMMUNICATIONS INC.
$1,000,000,000 5.050% Notes due 2033
| Issuer: | Verizon Communications Inc. (“Verizon”) | |
| Title of Securities: | 5.050% Notes due 2033 (the “Notes”) | |
| Trade Date: | May 5, 2023 | |
| Settlement Date (T+2): | May 9, 2023 | |
| Maturity Date: | May 9, 2033 | |
| Aggregate Principal Amount Offered: | $1,000,000,000 | |
| Public Offering Price: | 99.837% plus accrued interest, if any, from May 9, 2023 | |
| Underwriting Discount: | 0.40% | |
| Proceeds to Verizon (before expenses): | 99.437% | |
| Interest Rate: | 5.050% per annum | |
| Interest Payment Dates: | Semiannually on each May 9 and November 9, commencing November 9, 2023 | |
| Denomination: | Minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 | |
| Optional Redemption: | (i) Make-whole call at any time prior to February 9, 2033 (three months prior to maturity), at the Treasury Rate plus 25 basis points; and (ii) par call at any time on or after February 9, 2033 (three months prior to maturity), at 100% of the principal amount of the Notes being redeemed | |
| Allocation: | Principal Amount of Notes | |||
| CastleOak Securities, L.P. |
$ | 200,000,000 | ||
| Loop Capital Markets LLC |
200,000,000 | |||
| Samuel A. Ramirez & Company, Inc. |
200,000,000 | |||
| Siebert Williams Shank & Co., LLC |
200,000,000 | |||
| Wells Fargo Securities, LLC |
200,000,000 | |||
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| Total |
$ | 1,000,000,000 | ||
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| Purchasers: | CastleOak Securities, L.P. Loop Capital Markets LLC Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC Wells Fargo Securities, LLC | |
| Reference Document: | Preliminary Prospectus Supplement, subject to completion, dated May 5, 2023; Prospectus dated September 2, 2022 | |
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting CastleOak Securities, L.P. toll free at 1-646-521-6700, Loop Capital Markets LLC at 1-312-913-4900, Samuel A. Ramirez & Company, Inc. toll free at 1-800-888-4086, Siebert Williams Shank & Co., LLC toll free at 1-800-924-1311 or Wells Fargo Securities, LLC toll free at 1-800-645-3751, or contacting the issuer at:
Investor Relations
Verizon Communications Inc.
One Verizon Way
Basking Ridge, New Jersey 07920
Telephone: 1-212-395-1525
Internet Site: www.verizon.com/about/investors
The information contained on or accessible through Verizon’s corporate website or any other website that it may maintain is not incorporated by reference herein.
No key information document (“KID”) required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the European Economic Area (“EEA”) has been prepared as the Notes will not be made available to any retail investor in the EEA.
No KID required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom (“UK”) by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”) (the “UK PRIIPs Regulation”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared as the Notes will not be made available to any retail investor in the UK.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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