AT&T Inc. (NYSE: T) (“AT&T”) announced today pricing
terms with respect to 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. For each $1,000 principal amount of Pool 1 Notes
validly tendered and not validly withdrawn prior to 5:00 p.m., New
York City time, on August 18, 2016 (the “Early Participation Date”)
and accepted by AT&T, the following table sets forth the
yields, the Total Consideration, the principal amount of the New
2048 Notes, as priced below, and the amount of cash, as
applicable:
Title of Security Issuer CUSIP
Number
Reference
UST
Security(1)
Reference
Yield(2)
Fixed
Spread
(basis
points)
Yield(3)
Total
Consideration(4)
Principal
Amount of
New 2048
Notes
Cash
Payment
6.450% Global Notes due June 15, 2034 AT&T Inc.(5) 78387GAM5 30
year 2.294% 200 4.294% $1,266.04 $1,275.40 $0.00 6.800% Notes due
2036 AT&T Inc. 00206RAB8 30 year 2.294% 200 4.294% $1,330.69
$1,340.53 $0.00 6.400% Global Notes due 2038 AT&T Inc.
00206RAN2 30 year 2.294% 210 4.394% $1,278.60 $1,288.05 $0.00
6.150% Global Notes due 2034 AT&T Inc.(5) 78387GAQ6 30 year
2.294% 195 4.244% $1,238.40 $1,247.56 $0.00 6.300% Global Notes due
2038 AT&T Inc. 00206RAG7 30 year 2.294% 205 4.344% $1,270.36
$1,279.75 $0.00 6.500% Global Notes due 2037 AT&T Inc.
00206RAD4 30 year 2.294% 200 4.294% $1,303.07 $1,312.71 $0.00
6.550% Global Notes due 2039 AT&T Inc. 00206RAS1 30 year 2.294%
205 4.344% $1,314.18 $1,323.90 $0.00 5.550% Global Notes due 2041
AT&T Inc. 00206RBA9 30 year 2.294% 207 4.364% $1,179.13
$1,187.85 $0.00 8.250% Senior Notes due November 15, 2031(6)
AT&T Corp. 001957BD0/
U03017BC0
10 year 1.597% 205
3.647% $1,533.09 $1,544.43
$0.00
(1) The 30 year Reference UST Security
refers to the 2.5% U.S. Treasury Notes due May 15, 2046 and the 10
year Reference UST Security refers to the 1.625% U.S. Treasury
Notes due May 15, 2026.
(2) The bid-side yield on the Reference
UST Security.
(3) Reflects the bid-side yield on the
Reference UST Security plus the applicable Fixed Spread, calculated
in accordance with the procedures set forth in the Offering
Memorandum, dated August 5, 2016 (the “Offering Memorandum”).
(4) The Total Consideration for each
series of Pool 1 Notes includes an Early Participation Payment of
$50.00 per $1,000 principal amount of Old Notes Tendered and
accepted.
(5) AT&T Inc. was formerly known as
SBC Communications Inc.
(6) 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. For each $1,000 principal amount of Pool 2 Notes
validly tendered and not validly withdrawn prior to the Early
Participation Date and accepted by AT&T, the following table
sets forth the yields, the Total Consideration, the principal
amount of the New 2049 Notes, as priced below, and the amount of
cash, as applicable:
Title of Security Issuer CUSIP
Number
Reference
UST
Security(1)
Reference
Yield(2)
Fixed
Spread
(basis
points)
Yield(3)
Total
Consideration(4)
Principal
Amount of
New 2049
Notes
Cash
Payment
6.650% Zero-to-Full Debentures, due December 15, 2095 BellSouth
Telecommunications, LLC(5) 079867AS6 30 year 2.294% 290 5.194%
$1,275.41 $1,278.43 $0.00 7.120% Debentures, due July 15, 2097
BellSouth, LLC(6) 079857AF5 30 year 2.294% 290 5.194% $1,364.85
$1,368.08 $0.00 7.000% Debentures, due December 1, 2095 BellSouth
Telecommunications, LLC(5) 079867AP2 30 year 2.294% 290 5.194%
$1,341.62 $1,344.79 $0.00 6.550% Notes due 2034 BellSouth, LLC(7)
079860AE2 30 year 2.294% 240 4.694% $1,221.96 $1,169.23 $55.49
6.000% Notes due 2034 BellSouth, LLC(7) 079860AK8 30 year 2.294%
240 4.694% $1,158.50 $1,137.40 $23.78 7.875% Debentures due 2030
BellSouth, LLC(6) 079857AH1 10 year 1.597% 245 4.047% $1,393.77
$1,397.07 $0.00 6.875% Notes due 2031 BellSouth, LLC(7) 079860AD4
10 year 1.597% 250 4.097% $1,310.54 $1,313.64 $0.00 5.350% Global
Notes due 2040 AT&T Inc. 04650NAB0/
U9475PAA6
30 year 2.294% 205 4.344% $1,148.95 $1,151.67 $0.00 6.375%
Debentures, due June 1, 2028 BellSouth Telecommunications, LLC(5)
079867AW7 10 year 1.597% 215 3.747% $1,247.58 $1,250.53 $0.00
6.550% Debentures due January 15, 2028 Ameritech Capital Funding
Corporation 030955AN8 10 year 1.597% 210 3.697% $1,262.56 $1,265.55
$0.00 8.750% Senior Notes due 2031 New Cingular Wireless Services,
Inc.(8) 00209AAF3/
U0027MAC1
10 year 1.597% 195 3.547% $1,585.32 $1,589.07 $0.00 7.125% Senior
Notes due 2031 AT&T Mobility LLC(9)
17248RAJ5 10 year 1.597%
195 3.547% $1,419.03
$1,422.39 $0.00
(1) The 30 year Reference UST Security
refers to the 2.5% U.S. Treasury Notes due May 15, 2046 and the 10
year Reference UST Security refers to the 1.625% U.S. Treasury
Notes due May 15, 2026.
(2) The bid-side yield on the Reference
UST Security.
(3) Reflects the bid-side yield on the
Reference UST Security plus the applicable Fixed Spread, calculated
in accordance with the procedures set forth in the Offering
Memorandum.
(4) The Total Consideration for each
series of Pool 2 Notes includes an Early Participation Payment of
$50.00 per $1,000 principal amount of Old Notes Tendered and
accepted.
(5) BellSouth Telecommunications, LLC was
formerly known as BellSouth Telecommunications, Inc.
(6) 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.
(7) 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.
(8) New Cingular Wireless Services, Inc.
was formerly known as AT&T Wireless Services, Inc.
(9) AT&T Mobility LLC was formerly
known as Cingular Wireless LLC.
Eligible Holders who validly tender their Old Notes after the
Early Participation Date will receive, for each $1,000 principal
amount of such Old Notes validly tendered and accepted by AT&T,
an amount reflecting the applicable Total Consideration less the
Early Participation Payment of $50.00 as specified in the Offering
Memorandum and the related letter of transmittal (the “Letter of
Transmittal”).
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 interest rate on the New 2048 Notes will be 4.500%, and the
interest rate on the New 2049 Notes will be 4.550%. The yield on
the New 2048 Notes will be 4.544% and the New Issue Price of the
New 2048 Notes will be $992.66, which has been determined by
reference to the bid-side yield on the 2.5% U.S. Treasury Notes due
May 15, 2046, as of the Pricing Time, which was 2.294%, plus 2.25%.
The yield on the New 2049 Notes will be 4.564% and the New Issue
Price of the New 2049 Notes will be $997.64, which has been
determined by reference to the bid-side yield on the 2.5% U.S.
Treasury Notes due May 15, 2046, as of the Pricing Time, which was
2.294%, plus 2.27%.
The Exchange Offers are being conducted upon the terms and
subject to the conditions set forth in the Offering Memorandum and
the Letter of Transmittal.
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/20160819005614/en/
AT&T Corporate CommunicationsMcCall Butler,
404-986-0456mb8191@att.com
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