AT&T Inc. (NYSE: T) (“AT&T”) announced today the
commencement of a transaction to repurchase five series of its
outstanding notes as detailed below. Only holders who are not
“qualified institutional buyers” and who are not non-U.S. persons
(other than “retail investors” in the European Economic Area and
non-accredited investors in Canada) are authorized to participate
in this transaction, as more fully described below. Concurrently
with the cash tender offers, AT&T also announced today the
commencement of a transaction to exchange such five series of notes
pursuant to private exchange offers (each, an “Exchange
Offer”).
The tender transaction consists of five separate offers to
purchase for cash (the “Cash Offers”), any and all of the
outstanding notes listed in the table below which have a special
mandatory redemption provision (“SMR”) (collectively, the “Old
Notes”), on the terms and subject to the conditions set forth in
the Offer to Purchase dated February 15, 2018 (the “Offer to
Purchase” and, together with the accompanying notice of guaranteed
delivery and electronic transmission of certification of
eligibility to participate, the “Cash Offer Documents”).
The Cash Offers will expire at 5:00 p.m., New York City time, on
February 22, 2018, unless extended or earlier terminated by
AT&T (the “Cash Offer Expiration Date”). Tenders of Old Notes
submitted in the Cash Offers may be validly withdrawn at any time
at or prior to 5:00 p.m. New York City time, on February 22, 2018,
subject to any extension by AT&T, but thereafter will be
irrevocable, except in certain limited circumstances where
additional withdrawal rights are required by law (as determined by
AT&T). The “Cash Offer Settlement Date” will be promptly
following the Cash Offer Expiration Date and is expected to be
February 27, 2018.
Title of
Series of Old Notes to be Purchased Principal
Amount Outstanding
(mm)
ISIN No. Maturity Date
Total Consideration(1) Floating Rate
Global Notes due 2023 €1,250 XS1629866606 September 4, 2023
€1,010.00 1.050% Global Notes due 2023 €750 XS1629865897 September
4, 2023 €1,010.00 1.800% Global Notes due 2026 €1,750 XS1629866192
September 4, 2026 €1,010.00 2.350% Global Notes due 2029 €1,500
XS1629866275 September 4, 2029 €1,010.00 3.550% Global Notes due
2037 £1,000 XS1634248865
September 14, 2037 £1,010.00
(1)
Total Consideration payable, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, in cash per €1,000 or £1,000, respectively, principal
amount of Old Notes validly tendered and not validly withdrawn and
accepted for purchase.
Upon the terms and subject to the conditions set forth in the
Cash Offer Documents, Cash Offer Eligible Holders (as defined
below) who (i) validly tender and who do not validly withdraw Old
Notes at or prior to the Cash Offer Expiration Date or (ii) deliver
a properly completed and duly executed notice of guaranteed
delivery and all other required documents at or prior to the Cash
Offer Expiration Date and tender their Old Notes pursuant to the
Cash Offers at or prior to 5:00 p.m., New York City time, on the
second business day after the applicable Exchange Offer Expiration
Date pursuant to guaranteed delivery procedures, and, subject in
each case to the electronic transmission of the certification of
eligibility to participate in the Cash Offers and the tender in the
applicable minimum denominations, and whose Old Notes are accepted
for purchase by AT&T, will receive the applicable Total
Consideration specified in the table above.
In addition to the applicable Total Consideration, Cash Offer
Eligible Holders whose Old Notes are accepted for purchase will be
paid accrued and unpaid interest on such Old Notes to, but not
including, the Cash Offer Settlement Date. Interest will cease to
accrue on the Cash Offer Settlement Date for all Old Notes
accepted, including those tendered through the guaranteed delivery
procedures. No further interest will be paid to the Eligible
Holders who tender such Old Notes, including if a record date for
an interest payment on such Old Notes has passed before the
Settlement Date.
Each Cash Offer is subject to certain conditions, including (i)
that the Old Notes are not subject to redemption under the terms of
their SMR provision, (ii) the timely satisfaction or waiver of all
of the conditions precedent to the completion of the Exchange Offer
for such series of Old Notes (with respect to each Exchange Offer,
the “Exchange Offer Completion Condition”) and (iii) that AT&T
does not determine, in its reasonable discretion, prior to the Cash
Offer Expiration Date, that all conditions to the closing of the
proposed acquisition of Time Warner Inc. as set forth in the
Agreement and Plan of Merger, dated October 22, 2016 are reasonably
likely to be satisfied or waived on or before April 22, 2018.
AT&T will terminate a Cash Offer for a given series of Old
Notes if it terminates the Exchange Offer for such series of Old
Notes, and AT&T will terminate the Exchange Offer for a given
series of Old Notes if it terminates the Cash Offer for such series
of Old Notes. The Exchange Offer Completion Condition may not be
waived by AT&T.
Only holders who are not (i) “qualified institutional buyers” as
defined in Rule 144A under the Securities Act and who are not (ii)
non-U.S. persons (as defined in Rule 902 under the Securities Act)
located outside of the United States within the meaning of
Regulation S under the Securities Act (“Cash Offer Eligible
Holders”), other than “retail investors” in the European Economic
Area (for these purposes, a retail investor means a person who is
one (or more) of: (x) a retail client as defined in point (11) of
Article 4(1) of MiFID II; or (y) a customer within the meaning of
the Insurance Mediation Directive, where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (z) not a qualified investor as
defined in the Prospectus Directive), or non-“accredited
investors”, as such term is defined in NI 45-106 and section
73.3(1) of the Securities Act (Ontario), located or resident in a
province of Canada, are authorized to participate in the Cash
Offers (the “Cash Offer Eligible Holders”).
Only Cash Offer Eligible Holders who have delivered an
electronic submission of certification, certifying that they are a
Cash Offer Eligible Holder, will be authorized to participate in
the Cash Offers.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold Old Notes as to when
such intermediary needs to receive instructions from a holder in
order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in the Cash Offers before the deadlines
specified herein and in the Cash Offer Documents. The deadlines set
by each clearing system for the submission and withdrawal of
exchange instructions will also be earlier than the relevant
deadlines specified herein and in the Cash Offer Documents.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The Cash
Offers are being made solely by the Cash Offer Documents and only
to such persons and in such jurisdictions as is permitted under
applicable law.
Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC,
Merrill Lynch International and RBC Europe Limited are acting as
the Joint-Lead Dealer Managers for the Cash Offers. For additional
information regarding the terms of the offer, please contact
Deutsche Bank AG, London Branch at +44 (0)20 7545-8011, Goldman
Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 902-6595
(collect), Merrill Lynch International at +44 20 7996 5420, RBC
Europe Limited at (877) 381-2099 (toll free) or (212) 618-7843
(collect), or in Europe, at +44 20 7029 7420. Lucid Issuer Services
Limited will act as the tender agent and information agent for the
Cash Offers. Questions or requests for assistance related to the
Cash Offers or for additional copies of the Cash Offer Documents
may be directed to Lucid Issuer Services Limited at +44 (0) 20 7704
0880. You may also contact your broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Cash
Offers. The Cash Offer Documents can be accessed at the following
link: https://portal.lucid-is.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 the Offer to Purchase related to the Cash 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/20180215005429/en/
AT&T Corporate and Financial CommunicationsMcCall Butler,
404-986-0456mb8191@att.comorFor Holders of Old Notes:Lucid
Issuer Services LimitedPhone: 44 (0) 20 7704 0880
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