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Letter of Transmittal

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Letter of Transmittal THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have any doubt as to the action to be taken, you should immediately consult your commercial bank, broker, dealer, trust company or other nominee. Letter of Transmittal VERIZON COMMUNICATIONS INC. OFFERS TO PURCHASE FOR CASH THE OUTSTANDING CERTIFICATED NOTES LISTED BELOW: VERIZON NEW ENGLAND INC. 7.875% DEBENTURES DUE 2029 (CUSIP: 644239AY1) AND GTE LLC 8.750% DEBENTURES DUE 2021 (CUSIP: 362320AT0). The Offers (as defined in the Offer to Purchase) for the Certificated Notes (as defined below) will expire at 11:59 p.m. (Eastern time) on November 21, 2019 unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). To be eligible to receive the applicable Total Consideration and the applicable Accrued Coupon Payment (as defined below), holders of the Certificated Notes must validly tender and not validly withdraw their Certificated Notes at or prior to the Expiration Date. Certificated Notes tendered for purchase may be withdrawn at any time at or prior to 11:59 p.m. (Eastern time) on November 21, 2019, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended, the “Withdrawal Date”), but not thereafter unless extended by Verizon. The Offers for Certificated Notes are being made upon the terms and subject to the conditions set forth in the Offer to Purchase and this Letter of Transmittal (each as defined below). Only Certificated Holders (as defined below) of Verizon New England Inc. 7.875% Debentures due 2029 (CUSIP: 644239AY1) and GTE LLC 8.750% Debentures due 2021 (CUSIP: 362320AT0) that are held in physical certificated form (collectively, such portions the “Certificated Notes”) are authorized to submit their tenders via this Letter of Transmittal. All tenders of Notes other than the Certificated Notes must be transmitted to The Depository Trust Company (“DTC”) through the DTC Automated Tender Offer Program (“ATOP”). See “Description of the Offers” in the Offer to Purchase. The Tender Agent and Information Agent for the Offers is: Tender Agent Global Bondholder Services Corporation By facsimile: (For Eligible Institutions only): (212) 430-3775 or (212) 430-3779 Confirmation: (212) 430-3774 Email: [email protected] By Mail: By Overnight Courier: By Hand: 65 Broadway – Suite 404 65 Broadway – Suite 404 65 Broadway – Suite 404 New York, NY 10006 New York, NY 10006 New York, NY 10006 Information Agent Global Bondholder Services Corporation 65 Broadway – Suite 404 New York, NY 10006 Attn: Corporation Actions Toll-free: (866) 470-4300 Banks and brokers: (212) 430-3774 Email: [email protected] Delivery of this letter of transmittal (as amended and supplemented from time to time, the “Letter of Transmittal”) to an address, or transmission via facsimile to a number, other than as set forth above, will not constitute a valid tender of the Certificated Notes. Notes other than the Certificated Notes may not be tendered by delivery of this Letter of Transmittal, and any 36600.00007 tenders of such Notes via this Letter of Transmittal will not constitute a valid tender. This Letter of Transmittal is to be completed by a Certificated Holder desiring to tender Certificated Notes. The instructions contained in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed and signed. All capitalized terms used in this Letter of Transmittal and not defined herein shall have the same respective meanings ascribed to them in the offer to purchase relating to the Certificated Notes dated October 24, 2019 (as the same may be amended or supplemented from time to time, the “Offer to Purchase”) of Verizon Communications Inc. (“Verizon”, “we,” “us” and “our”), a Delaware corporation. Unless the context indicates otherwise, all references to a valid tender of Certificated Notes in this Letter of Transmittal shall mean that such Certificated Notes have been validly tendered at or prior to the applicable Expiration Date and have not been validly withdrawn at or prior to the applicable Withdrawal Date. 2 IMPORTANT INFORMATION This Letter of Transmittal is only to be used by a registered holder of Certificated Notes (each, a “Certificated Holder” and, collectively, the “Certificated Holders”) desiring to tender its Certificated Notes pursuant to the terms and subject to the conditions set forth in the Offer to Purchase and this Letter of Transmittal (collectively, the “Offer Documents”). Certificated Holders who wish to be eligible to receive the applicable Total Consideration and accrued and unpaid interest on such Certificated Notes to, but not including, the applicable Settlement Date (the “Accrued Coupon Payment”) must validly tender their Certificated Notes at or prior to the applicable Expiration Date. The applicable Total Consideration will be paid together with the applicable Accrued Coupon Payment. The Offers are described in “Description of the Offers” in the Offer to Purchase and in this Letter of Transmittal. All terms and conditions contained in, or otherwise referred to in, the Offer to Purchase are deemed to be incorporated in, and form a part of, this Letter of Transmittal. Therefore, you are urged to read carefully the Offer to Purchase and the items referred to therein. The terms and conditions contained in the Offer Documents and the instructions herein are collectively referred to herein as the “terms and conditions.” Any Certificated Holder that is a commercial bank, broker, dealer, trust company or other nominee holding Certificated Notes on behalf of more than one beneficial owner may submit to the Tender Agent a list of the aggregate principal amount of Certificated Notes owned by each such beneficial owner, and the Tender Agent will treat each such beneficial owner as a separate Certificated Holder. Certificated Holders that anticipate tendering are urged to promptly contact a bank, broker or other intermediary (that has the capability to hold cash and securities custodially through DTC) to arrange for receipt of the applicable Total Consideration and the applicable Accrued Coupon Payment to be delivered pursuant to the Offers and to obtain the information necessary to provide the required DTC participant with account information in this Letter of Transmittal. Beneficial owners are urged to appropriately instruct their bank, broker, custodian or other nominee at least three business days prior to the applicable Expiration Date in order to allow adequate processing time for their instruction. As described more fully in the Offer to Purchase, the Offers are subject to the terms and conditions described in the Offer to Purchase, including (i) the Acceptance Priority Procedures and (ii) the Waterfall Cap. The “Settlement Date” with respect to any Offer will be promptly following the applicable Expiration Date and is expected to be November 25, 2019. On the applicable Settlement Date, Verizon will deposit with the Tender Agent an amount of cash sufficient to (x) purchase any Certificated Notes validly tendered and accepted by Verizon pursuant to the Offers on the relevant Settlement Date, and (y) pay any applicable Accrued Coupon Payments then due to Certificated Holders, in each case in the amount and manner described in the Offer to Purchase. See “Description of the Offers—Settlement Date” in the Offer to Purchase. Unless as otherwise set forth in the Offer to Purchase, Verizon may amend the terms of any Offer without amending the terms of any other Offer. Notes other than the Certificated Notes may not be tendered by delivery of this Letter of Transmittal, and any tenders of such Notes via this Letter of Transmittal will not constitute a valid tender. This Letter of Transmittal is to be completed by a Certificated Holder desiring to tender Certificated Notes. All other Holders of Notes must transmit their tenders to DTC through ATOP. Delivery of documents to DTC does not constitute delivery to the Tender Agent. To properly complete this Letter of Transmittal, a Certificated Holder must: • complete the box on page 5 entitled “Method of Delivery;” • complete the appropriate box(es) on page 5 entitled “Description of Certificated Notes Tendered;” • sign this Letter of Transmittal by completing the box entitled “Please Sign Here;” 3 • if appropriate, check and complete the boxes relating to the “A. Special Delivery Instructions” and “B. Special Payment Instructions;” and • complete an Internal Revenue Service (“IRS”) Form W-9 or an applicable Form W-8. The Offer Documents do not constitute an offer to purchase Certificated Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or blue sky laws. 4 METHOD OF DELIVERY PHYSICAL CERTIFICATES FOR TENDERED CERTIFICATED NOTES MUST BE DELIVERED WITH THIS LETTER OF TRANSMITTAL. Name of Tendering Institution: DESCRIPTION OF CERTIFICATED NOTES TENDERED Verizon New England Inc. 7.875% Debentures due 2029 (CUSIP: 644239AY1) Name(s) and Address(es) of Record Holder(s) Certificate Aggregate Principal Principal Amount (Please fill in, if blank)* Number(s) Amount Represented Tendered** TOTAL PRINCIPAL AMOUNT OF CERTIFICATED NOTES: DESCRIPTION OF CERTIFICATED NOTES TENDERED GTE LLC 8.750% Debentures due 2021 (CUSIP: 362320AT0) Name(s) and Address(es) of Record Holder(s) Certificate Aggregate Principal Principal Amount (Please fill in, if blank)*
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