AT&T Inc. (NYSE: T) (“AT&T”) announced today the results
of the early tenders in its private offers to (i) exchange (the
“Pool 1 Offer”) the nine series of notes described in the table
below (collectively, the “Pool 1 Notes”) for a new series of
AT&T’s senior notes to be due in 2048 (the “New 2048 Notes”)
and cash, as applicable;
Acceptance
Principal CUSIP Principal Amount
Priority Amount Title of Security
Issuer Number Outstanding
Level
Tendered(1)
6.450% Global Notes due
June 15, 2034
AT&T Inc.(2) 78387GAM5 $405,955,000 1 $92,678,000
6.800% Notes due 2036
AT&T Inc. 00206RAB8 $175,246,000 2 $25,271,000
6.400% Global Notes due
2038
AT&T Inc. 00206RAN2 $326,915,000 3 $65,553,000
6.150% Global Notes due
2034
AT&T Inc.(2) 78387GAQ6 $586,254,000 4 $166,196,000
6.300% Global Notes due
2038
AT&T Inc. 00206RAG7 $1,815,275,000 5 $750,594,000
6.500% Global Notes due
2037
AT&T Inc. 00206RAD4 $1,154,205,000 6 $493,896,000
6.550% Global Notes due
2039
AT&T Inc. 00206RAS1 $1,437,269,000 7 $664,955,000
5.550% Global Notes due
2041
AT&T Inc. 00206RBA9 $2,000,000,000 8 $990,427,000
8.250% Senior Notes due
November 15, 2031(3)
AT&T Corp. 001957BD0/
U03017BC0
$770,489,000 9 $531,639,000 (1) The
aggregate principal amounts of each series of Old Notes that have
been validly tendered for exchange and not validly withdrawn, as of
5:00 p.m., New York City time, on August 18, 2016 (the “Early
Participation Date”), based on information provided by the exchange
agent to AT&T. (2) AT&T Inc. was formerly known as SBC
Communications Inc. (3) The 8.250% Senior Notes due November 15,
2031 are fully, unconditionally and irrevocably guaranteed by
AT&T. The initial interest rate on the 8.250% Senior Notes due
November 15, 2031 was 8.000%.
and (ii) exchange (the “Pool 2 Offer” and, together with the
Pool 1 Offer, the “Exchange Offers”) the twelve series of notes
described in the table below (collectively, the “Pool 2 Notes” and,
together with the Pool 1 Notes, the “Old Notes”) for a new series
of AT&T’s senior notes to be due in 2049 (the “New 2049 Notes”
and, together with the New 2048 Notes, the “New Notes”) and cash,
as applicable.
Acceptance
Principal CUSIP Principal Amount
Priority Amount Title of Security
Issuer Number Outstanding
Level Tendered((1))
6.650% Zero-to-Full
Debentures, due
December 15, 2095
BellSouth
Telecommunications,
LLC(2)
079867AS6 $145,606,000 1 $40,597,000
7.120% Debentures, due
July 15, 2097
BellSouth, LLC(3) 079857AF5 $289,101,000 2 $26,813,000
7.000% Debentures, due
December 1, 2095
BellSouth
Telecommunications,
LLC(2)
079867AP2 $185,519,000 3 $43,199,000
6.550% Notes due 2034
BellSouth, LLC(4) 079860AE2 $366,188,000 4 $22,832,000
6.000% Notes due 2034
BellSouth, LLC(4) 079860AK8 $360,611,000 5 $43,126,000
7.875% Debentures due
2030
BellSouth, LLC(3) 079857AH1 $505,687,000 6 $145,806,000
6.875% Notes due 2031
BellSouth, LLC(4) 079860AD4 $403,658,000 7 $78,861,000
5.350% Global Notes due
2040
AT&T Inc. 04650NAB0/
U9475PAA6
$3,500,000,000 8 $1,899,933,000
6.375% Debentures, due
June 1, 2028
BellSouth
Telecommunications,
LLC(2)
079867AW7 $333,550,000 9 $41,798,000
6.550% Debentures due
January 15, 2028
Ameritech Capital
Funding Corporation
030955AN8 $257,612,000 10 $19,821,000
8.750% Senior Notes due
2031
New Cingular Wireless
Services, Inc.(5)
00209AAF3/
U0027MAC1
$822,103,000 11 $88,770,000
7.125% Senior Notes due
2031
AT&T Mobility LLC(6) 17248RAJ5
$509,890,000 12 $79,341,000 (1) The aggregate
principal amounts of each series of Old Notes that have been
validly tendered for exchange and not validly withdrawn, as of the
Early Participation Date, based on information provided by the
exchange agent to AT&T. (2) BellSouth Telecommunications, LLC
was formerly known as BellSouth Telecommunications, Inc. (3) The
7.120% Debentures, due July 15, 2097 and the 7.875% Debentures due
2030 were originally issued by BellSouth Capital Funding
Corporation, which subsequently merged with and into BellSouth
Corporation, which subsequently merged with and into BellSouth,
LLC. (4) The 6.550% Notes due 2034, the 6.000% Notes due 2034 and
the 6.875% Notes due 2031 were originally issued by BellSouth
Corporation, which subsequently merged with and into BellSouth,
LLC. (5) New Cingular Wireless Services, Inc. was formerly known as
AT&T Wireless Services, Inc. (6) AT&T Mobility LLC was
formerly known as Cingular Wireless LLC.
For each $1,000 principal amount of Old Notes validly tendered
and not validly withdrawn, and accepted by AT&T, Eligible
Holders of such Old Notes will receive a cash payment for accrued
and unpaid interest on the applicable series of Old Notes up to,
but not including, the settlement date as well as a cash payment
for amounts due in lieu of fractional amounts of New Notes.
The amount of outstanding Old Notes validly tendered and not
validly withdrawn as of the Early Participation Date, as reflected
in the tables above, satisfied the minimum tender condition in each
of the Exchange Offers.
The Exchange Offers are being conducted upon the terms and
subject to the conditions set forth in an offering memorandum (the
“Offering Memorandum”), dated August 5, 2016, and the related
letter of transmittal (the “Letter of Transmittal”). AT&T also
announced today that it has amended the terms of the Pool 1 Offer
to increase the maximum aggregate principal amount of New 2048
Notes that will be issued from $2,500,000,000 to $4,500,000,000. No
upsizing was made to the Pool 2 Offer and as such, the maximum
aggregate principal amount of New 2049 Notes that will be issued is
$2,500,000,000.
The Exchange Offers are only made and the New Notes are only
being offered to, and copies of the offering documents will only be
made available to, a holder of Old Notes who has certified its
status as either (a) a “qualified institutional buyer” as defined
in Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), or (b) (i) a person who is not a “U.S. person”
as defined under Regulation S under the Securities Act, or a dealer
or other professional fiduciary organized, incorporated or (if an
individual) residing in the United States holding a discretionary
account or similar account (other than an estate or trust) for the
benefit or account of a non-“U.S. person”, (ii) if located or
resident in any Member State of the European Economic Area which
has implemented Directive 2003/71/EC, as amended (the “Prospectus
Directive”), a “Qualified Investor” as defined in the Prospectus
Directive and (iii) if located or resident in Canada, is located or
resident in a province of Canada and is an “accredited investor” as
such term is defined in National Instrument 45-106 – Prospectus
Exemptions (“NI 45-106”), and, if resident in Ontario, section
73.3(1) of the Securities Act (Ontario) that is not an individual
unless that person is also a “permitted client” as defined in
National Instrument 31-103 - Registration Requirements, Exemptions
and Ongoing Registrant Obligations (“NI 31-103”) (each, an
“Eligible Holder”).
The Exchange Offers will expire at 11:59 p.m., New York City
time, on September 1, 2016, unless extended or earlier terminated
by AT&T. In accordance with the terms of the Exchange Offers,
the withdrawal deadline relating to the Exchange Offers occurred at
5:00 p.m. New York City time on August 18, 2016. As a result,
tendered Old Notes may no longer be withdrawn, except in certain
limited circumstances where additional withdrawal rights are
required by law (as determined by AT&T).
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Exchange Offers are being made solely by the Offering Memorandum
and the Letter of Transmittal and only to such persons and in such
jurisdictions as is permitted under applicable law.
In the United Kingdom, this press release is only being
communicated to, and any other documents or materials relating to
the Exchange Offers are only being distributed to and are only
directed at, (i) investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net
worth entities falling within Articles 49(2)(a) to (d) of the Order
(all such persons together being referred to as “relevant
persons”). Any investment or investment activity to which this
announcement relates is available only to relevant persons and will
be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this announcement or any
of its contents.
Documents relating to the Exchange Offers will only be
distributed to holders of Old Notes who complete and return a
letter of eligibility confirming that they are Eligible Holders.
Holders of Old Notes who desire a copy of the eligibility letter
may contact Global Bondholder Services Corporation, the information
agent for the Exchange Offers, at (866) 470-3900 (toll-free) or
(212) 430-3774 (collect) or by email at contact@gbsc-usa.com.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this news release contains
forward-looking statements that are subject to risks and
uncertainties, and actual results may differ materially. A
discussion of factors that may affect future results is contained
in AT&T's filings with the Securities and Exchange Commission
and in the Offering Memorandum related to the Exchange Offers.
AT&T disclaims any obligation to update or revise statements
contained in this news release based on new information or
otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160819005088/en/
AT&T Corporate CommunicationsMcCall Butler,
404-986-0456mb8191@att.com
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