Exhibit (a)(5)(J)
FOR IMMEDIATE RELEASE
VERIO INC. ANNOUNCES $1 BILLION DEBT TENDER OFFERS
AND CONSENT SOLICITATIONS
ENGLEWOOD, Colorado (July 17, 2000) -- Verio Inc. (NASDAQ: VRIO) today announced
that it has commenced cash tender offers and consent solicitations for Verio's
outstanding $1,075,000,000 in Notes.
The following table sets forth the information for each series of Notes to which
the offers apply.
Outstanding
Aggregate Earliest Redemption
CUSIP Principal Security Redemption Amount U.S. Treasury Fixed
No. Balance Description Date Per $1,000 Reference Security Spread
- ---------------------------------------------------------------------------------------------------
923433AH9 $ 100,000,000 13 1/2% Notes 06/15/02 $1067.50 6 5/8% due May 31, 0.375%
due 2004 2002
923433AG1 $ 175,000,000 10 3/8% Notes 04/01/02 $1051.88 6 1/2% due March 31, 0.375%
due 2005 2002
923433AL0 $ 400,000,000 11 1/4% Notes 12/01/03 $1056.25 4 1/4% due Nov. 15, 0.500%
due 2008 2003
923433AN6 $ 400,000,000 10 5/8% Notes 11/15/04 $1053.13 5 7/8% due Nov. 15, 0.600%
due 2009 2004
Total $1,075,000,000
The tender offers are being made upon the terms and subject to the conditions
set forth in the Offer to Purchase and Consent Solicitation Statement, which is
being mailed to the holders of the Notes on or about July 17, 2000.
Under the terms of the tender offers, the purchase price for each $1,000
principal amount of each series of Notes will be calculated based on the yield
to the earliest redemption date on an applicable United States Treasury
reference security, plus a fixed spread for each series of Notes, less the
consent payment described below. The consideration to Holders will also include
accrued and unpaid interest. The consideration to Holders for each series of
Notes will be fixed two days prior to the expiration of the applicable tender
offer. Each tender offer will expire at 11:59 p.m., New York City time, on
Friday, August 11, 2000 unless such tender offer is extended or earlier
terminated by Verio.
Verio is also soliciting consents from the holders of Notes to amend the
respective indentures under which each series of Notes was issued. Under the
terms of the consent solicitations, each holder who tenders Notes and validly
consents to the proposed amendments prior to the applicable consent time and
does not revoke such consent will be paid $30 in cash for each $1,000 in
principal amount of Notes for which consents have been delivered. The consent
time for each consent solicitation is 5:00 p.m., New York City time, on Friday,
July 28, 2000, unless such consent time is extended or earlier terminated by
Verio. Holders tendering their Notes are required to consent to the amendments.
Merrill Lynch & Co. is the exclusive dealer manager and solicitation agent for
the tender offers and the consent solicitations.
The tender offers and consent solicitations are being made in connection with
the acquisition of Verio by an indirect wholly-owned subsidiary of NTT
Communications Corporation. NTT Communications Corporation is a subsidiary of
Nippon Telegraph and Telephone Corporation. The acquisition involves two steps,
the first of which is a tender offer (the "Equity Tender Offer") by Chaser
Acquisition, Inc., an indirect wholly-owned subsidiary of NTT Communications
Corporation, to purchase any or all of Verio's outstanding shares of common
stock and preferred stock and certain outstanding warrants. The second step of
the acquisition is a merger of Chaser Acquisition, Inc. with and into Verio,
with Verio as the surviving corporation, such that Verio becomes an indirect,
wholly-owned subsidiary of NTT Communications Corporation.
The purpose of the proposed amendments to the indentures is to eliminate certain
restrictive covenants in each of the indentures in order to facilitate Verio's
ability to consummate the merger and increase Verio's operating flexibility
after the Equity Tender Offer and the merger.
Verio's acceptance of and payment for tendered Notes and consents with respect
to any series of Notes is subject to certain conditions, including: (i) valid
tender of a majority in outstanding principal amount of such series of Notes;
(ii) execution of a supplemental indenture for such series of Notes; (iii)
consummation of the Equity Tender Offer; (iv) funding provided by NTT
Communications to purchase the tendered Notes and make the consent payments; and
(v) satisfaction of certain general conditions.
If the requisite consents are obtained and the supplemental indentures with
respect to any series of Notes becomes effective, any Notes of such series not
tendered and accepted for payment will not have the benefits of certain
restrictive covenants and other related provisions of the indentures that will
be eliminated or amended by the proposed indenture amendments.
Verio has obtained a loan commitment from NTT Communications to provide debt
financing of up to $1.3 billion to fund the payments pursuant to the tender
offers and consent solicitations. The funding of this financing is subject to
certain conditions, including the consummation of the Equity Tender Offer.
This news release is neither an offer to purchase the Notes nor a solicitation
of an offer to sell the Notes. The tender offers and consent solicitations are
only made pursuant to the offering documents. Questions regarding the terms of
the tender offers and consent solicitations may be directed to Merrill Lynch &
Co. at (888) 654-8637 (toll-free) or (212) 449-4914 (collect), attention:
Liability Management Group. Copies of the offering documents may be obtained by
calling Morrow & Co., Inc. at (212) 754-8000.
Verio Inc. is the world's largest operator of Web sites for businesses and a
leading provider of comprehensive Internet services, with an emphasis on serving
the small and mid-sized business market. Verio offers customers a broad range
of Internet solutions, including high-speed access, Web hosting, e-commerce,
virtual private networks and other enhanced services. Verio supports its
operations with highly reliable and scalable national infrastructure and systems
including a Tier One national network. Verio delivers locally based sales and
engineering support in markets across the U.S. under the Verio brand name and
provides Web-hosting services to customers in more than 170 countries.
For more information on Verio, visit the company's Web site at www.verio.com or
call 1-888-GET-VERIO. Corporate headquarters are located at 8005 S. Chester
St., Suite 200, Englewood, Colorado 80112, (303) 645-1900.
Except for the historical information contained herein, certain matters set
forth in this press release concerning Verio are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties, including but not limited to fluctuations in operating
results, additional capital requirements, competition, integration of
acquisitions, and implementation of network infrastructure. Readers are also
encouraged to refer to Verio's reports from time to time filed with the
Securities and Exchange Commission, including the company's current Annual
Report on Form 10-K/A-1 filed on March 27, 2000; the company's current reports
on Form 8-K filed on July 14, 2000, June 28, 2000, June 2, 2000, May 8, 2000,
May 1, 2000, March 1, 2000 and February 28, 2000; and the company's Schedule
14D-9 filed on May 8, 2000 and each of the amendments thereto filed on May 24,
June 13, June 15, June 20, June 30 and July 14, 2000, for a further discussion
of Verio's business and risk factors that may affect operating and financial
results and other information regarding the merger and related transactions.