Debt | 9 Months Ended |
Sep. 30, 2013 |
Debt | 4 | Debt | | | | | | | | | | | |
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Changes to debt during the nine months ended September 30, 2013 are as follows: |
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(dollars in millions) | | Debt Maturing | | | Long-term | | | Total | |
within One Year | Debt |
Balance at January 1, 2013 | | $ | 4,369 | | | $ | 47,618 | | | $ | 51,987 | |
Proceeds from long-term borrowings | | | – | | | | 49,166 | | | | 49,166 | |
Repayments of long-term borrowings and capital leases obligations | | | (2,142 | ) | | | (250 | ) | | | (2,392 | ) |
Decrease in short-term obligations, excluding current maturities | | | (324 | ) | | | – | | | | (324 | ) |
Reclassifications of long-term debt | | | 6,045 | | | | (6,045 | ) | | | – | |
Other | | | 254 | | | | 449 | | | | 703 | |
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Balance at September 30, 2013 | | $ | 8,202 | | | $ | 90,938 | | | $ | 99,140 | |
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During March 2013, we issued $0.5 billion aggregate principal amount of floating rate Notes due 2015 in a private placement resulting in cash proceeds of approximately $0.5 billion, net of discounts and issuance costs. The proceeds were used for the repayment of commercial paper. |
During April 2013, $1.25 billion of 5.25% Verizon Communications Notes matured and were repaid. During May 2013, $0.1 billion of 7.0% Verizon New York Inc. Debentures matured and were repaid. During June 2013, $0.5 billion of 4.375% Verizon Communications Notes and $0.1 billion of 7.0% Verizon New York Inc. Debentures matured and were repaid. In addition, during June 2013, we redeemed $0.25 billion of 7.15% Verizon Maryland LLC Debentures at a redemption price of 100% of the principal amount of the debentures. |
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During September 2013, in connection with the Wireless Transaction, we issued $49.0 billion aggregate principal amount of fixed and floating rate notes resulting in cash proceeds of approximately $48.7 billion, net of discounts and issuance costs. The issuances consisted of the following: $2.25 billion aggregate principal amount of floating rate Notes due 2016 that bear interest at a rate equal to three-month LIBOR plus 1.53% which rate will be reset quarterly, $1.75 billion aggregate principal amount of floating rate Notes due 2018 that bear interest at a rate equal to three-month LIBOR plus 1.75% which rate will be reset quarterly, $4.25 billion aggregate principal amount of 2.50% Notes due 2016, $4.75 billion aggregate principal amount of 3.65% Notes due 2018, $4.0 billion aggregate principal amount of 4.50% Notes due 2020, $11.0 billion aggregate principal amount of 5.15% Notes due 2023, $6.0 billion aggregate principal amount of 6.40% Notes due 2033 and $15.0 billion aggregate principal amount of 6.55% Notes due 2043 (collectively, the new notes). The proceeds of the new notes will be used to finance, in part, the Wireless Transaction and to pay related fees and expenses. In the event that (i) the Wireless Transaction is not completed on or prior to September 2, 2014 or (ii) the Stock Purchase agreement is terminated on or prior to such date, we are required to redeem each series of new notes at 101% of the aggregate principal amount of such series, plus accrued and unpaid interest. As a result of the issuance of the new notes, we incurred interest expense related to the Wireless Transaction of $0.1 billion during the three and nine months ended September 30, 2013. |
During October 2013, $0.3 billion of 4.75% Verizon New England Inc. Debentures matured and were repaid. |
Term Loan Agreement |
During October 2013, we entered into a term loan agreement with a group of major financial institutions pursuant to which we may draw up to $12.0 billion to finance, in part, the Wireless Transaction and to pay transaction costs. Half of any loans under the term loan agreement will have a maturity of three years and the other half will have a maturity of five years (the 5-Year Loans). The 5-Year Loans will provide for the partial amortization of principal during the last two years that they are outstanding. Loans under the term loan agreement will bear interest at floating rates. The term loan agreement contains certain negative covenants, including a negative pledge covenant, a merger or similar transaction covenant and an accounting changes covenant, affirmative covenants and events of default that are customary for companies maintaining an investment grade credit rating. In addition, the term loan agreement requires us to maintain a leverage ratio (as defined in the term loan agreement) not in excess of 3.50:1.00, until our credit ratings reach a certain level. |
As a result of our entry into additional debt agreements to finance the Wireless Transaction, we expect to incur fees of approximately $0.7 billion, which includes fees associated with the bridge credit agreement noted below. |
Bridge Credit Agreement |
During September 2013, we entered into a $61.0 billion bridge credit agreement with a group of major financial institutions. The credit agreement provided us with the ability to borrow up to $61.0 billion to finance, in part, the Wireless Transaction and to pay related transaction costs. Following the September 2013 issuance of the notes described above, borrowing availability under the bridge credit agreement was reduced to $12.0 billion. Following the effectiveness of the term loan agreement in October 2013, as described above, the bridge credit agreement was terminated in accordance with its terms and as such, the related fees of $0.2 billion will be recognized in the fourth quarter of 2013. |
Other Credit Facilities |
On August 13, 2013, we amended our $6.2 billion credit facility with a group of major financial institutions to extend the maturity date to August 12, 2017. As of September 30, 2013, the unused borrowing capacity under this credit facility was approximately $6.1 billion. |
During October 2013, we entered into a $2.0 billion 364-day revolving credit agreement with a group of major financial institutions. Although effective as of October 2013, we may not draw on this revolving credit agreement prior to the completion of the Wireless Transaction. We may use borrowings under the 364-day credit agreement for general corporate purposes. The 364-day revolving credit agreement contains certain negative covenants, including a negative pledge covenant, a merger or similar transaction covenant and an accounting changes covenant, affirmative covenants and events of default that are customary for companies maintaining an investment grade credit rating. In addition, this agreement requires us to maintain a leverage ratio (as defined in the agreement) not in excess of 3.50:1.00, until our credit ratings reach a certain level. |
Early Debt Redemption |
During October 2013, we announced that our subsidiary, Verizon New York Inc., will redeem the entire outstanding principal amount of its $0.3 billion 6.70% Debentures due November 1, 2023. The redemption date for the securities will be November 18, 2013 (the Redemption Date). The redemption price will be equal to 100% of the principal amount of these securities, plus accrued and unpaid interest to the Redemption Date, and will be payable on the Redemption Date. |
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Guarantees |
We guarantee the debentures and first mortgage bonds of our operating telephone company subsidiaries. As of September 30, 2013, $3.8 billion principal amount of these obligations remain outstanding. Each guarantee will remain in place for the life of the obligation unless terminated pursuant to its terms, including the operating telephone company no longer being a wholly-owned subsidiary of Verizon. |
We also guarantee the debt obligations of GTE Corporation that were issued and outstanding prior to July 1, 2003. As of September 30, 2013, $1.7 billion principal amount of these obligations remain outstanding. |
Debt Covenants |
We and our consolidated subsidiaries are in compliance with all of our debt covenants. |