Filed Pursuant to Rule 433
Registration No. 333-190954
Final Term Sheet
November 24, 2014
VERIZON COMMUNICATIONS INC.
€1,400,000,000 1.625% Notes due 2024
€1,000,000,000 2.625% Notes due 2031
| Issuer: | Verizon Communications Inc. (“Verizon”) | |||
| Title of Securities: | 1.625% Notes due 2024 (the “Notes due 2024”) | |||
| 2.625% Notes due 2031 (the “Notes due 2031” and, together with the Notes due 2024, the “Notes”) | ||||
| Trade Date: | November 24, 2014 | |||
| Settlement Date (T+4): | December 1, 2014 | |||
| Maturity Date: | Notes due 2024: | March 1, 2024 | ||
| Notes due 2031: | December 1, 2031 | |||
| Interest Payment Dates: | Notes due 2024: | Annually in arrears on each March 1, commencing March 1, 2015 | ||
| Notes due 2031: | Annually in arrears on each December 1, commencing December 1, 2015 | |||
| Aggregate Principal Amount Offered: |
Notes due 2024: | €1,400,000,000 | ||
| Notes due 2031: | €1,000,000,000 | |||
| Public Offering Price: | Notes due 2024: | 99.866% plus accrued interest, if any, from December 1, 2014 | ||
| Notes due 2031: | 99.324% plus accrued interest, if any, from December 1, 2014 | |||
| Pricing Benchmark: | Notes due 2024: | Interpolated 9-year and 10-year EUR mid-swap | ||
| Notes due 2031: | 17-year EUR mid-swap | |||
| Pricing Benchmark Yield: | Notes due 2024: | 0.891% | ||
| Notes due 2031: | 1.475% | |||
| Re-offer Spread vs. Pricing Benchmark: |
Notes due 2024: | MS + 75 bps | ||
| Notes due 2031: | MS + 120 bps | |||
| Re-offer Yield (annual): | Notes due 2024: | 1.641% | ||
| Notes due 2031: | 2.675% | |||
| Government Benchmark: | Notes due 2024: | DBR 1.75% due February 2024 | ||
| Notes due 2031: | DBR 4.75% due July 2028 | |||
| Re-offer Spread vs. | ||||
| Government Benchmark: | Notes due 2024: | B + 95.2 bps | ||
| Notes due 2031: | B + 155.3 bps | |||
| Proceeds to Verizon (before expenses): | Notes due 2024: | 99.5285% | ||
| Notes due 2031: | 98.8865% | |||
| Interest Rate: | Notes due 2024: | 1.625% per annum | ||
| Notes due 2031: | 2.625% per annum | |||
| Denominations: | Minimum of €100,000 and integral multiples of €1,000 in excess of €100,000 | |||
| Optional Redemption: | Notes due 2024: | Make-whole call at the greater of 100% of the principal amount of the Notes due 2024 being redeemed or the discounted present value at the Comparable Government Bond Rate plus 15 basis points, plus accrued and unpaid interest | ||
| Notes due 2031: | Make-whole call at the greater of 100% of the principal amount of the Notes due 2031 being redeemed or the discounted present value at the Comparable Government Bond Rate plus 25 basis points, plus accrued and unpaid interest | |||
| Allocation: | Principal Amount of Notes due 2024: |
Principal Amount of Notes due 2031: | ||
| Barclays Bank PLC | €406,000,000 | €290,000,000 | ||
| Goldman, Sachs & Co. | 406,000,000 | 290,000,000 | ||
| Merrill Lynch International | 406,000,000 | 290,000,000 | ||
| Lloyds Bank plc | 77,000,000 | 55,000,000 | ||
| Banca IMI S.p.A. | 21,000,000 | 15,000,000 | ||
| BNP Paribas | 21,000,000 | 15,000,000 | ||
| Mischler Financial Group, Inc. | 21,000,000 | 15,000,000 | ||
| Samuel A. Ramirez & Company, Inc. | 21,000,000 | 15,000,000 | ||
| The Williams Capital Group, L.P. | 21,000,000 | 15,000,000 | ||
| Total | €1,400,000,000 | €1,000,000,000 | ||
| Reference Document: | Preliminary Prospectus Supplement, subject to completion, dated November 24, 2014, Prospectus dated November 24, 2014. | |||
The issuer has filed a registration statement (including a prospectus) with 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 Web site 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 calling Barclays Bank PLC at (888) 603-5847, Goldman, Sachs & Co. at (866) 471-2526 or Merrill Lynch International toll-free at 1-800-294-1322.
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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