Intends to accept all notes validly tendered
through the Early Tender Deadline
AT&T Inc. (NYSE: T) (“AT&T”) announced today that it
intends to accept the aggregate principal amount of notes listed in
the table below that were validly tendered and not validly
withdrawn as of 5:00 p.m., New York City time, on August 7, 2020
(the “Early Tender Deadline”), in the Capped Tender Offers.
AT&T also announced a further upsize of the Capped Tender
Offers to permit the acceptance of such tendered notes. In
connection with the upsizing and acceptance of notes, AT&T will
waive the Financing Condition described in the Offer to Purchase
and expects to use cash on hand to purchase the notes, including
the further upsized amounts.
As a result of the upsize, the maximum aggregate principal
amount of AT&T’s Floating Rate Global Notes due 2021 (July)
that will be accepted in the Capped Tender Offers is
$1,214,359,000, the maximum aggregate principal amount of
AT&T’s Floating Rate Global Notes due 2024 that will be
accepted in the Capped Tender Offers is $2,134,873,000, and the
maximum aggregate principal amount of AT&T’s 3.400% Global
Notes due 2025 that will be accepted in the Capped Tender Offers is
$2,675,326,000.
The withdrawal deadline for the Capped Tender Offers occurred at
5:00 p.m., New York City time, on August 7, 2020. As a result,
tendered notes may no longer be withdrawn, except in certain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 pricing of the
notes will occur at 11:00 a.m., New York City time, on August 10,
2020.
The settlement date for notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline is expected to
be August 12, 2020. Holders will receive the applicable total
consideration (as set forth in the Offer to Purchase) and accrued
and unpaid interest from the last interest payment date for such
notes to, but not including, such settlement date.
Title of Notes
Issuer
Principal Amount Outstanding
as of the Early Tender Deadline
CUSIP Number
Aggregate Principal Amount
Validly Tendered as of the Early Tender Deadline(1)
Floating Rate Global Notes due 2021
(July)
AT&T Inc.
$1,500,000,000
00206RDV1
$1,214,359,000
Floating Rate Global Notes due 2024
AT&T Inc.
$3,750,000,000
00206RGD8
$2,134,873,000
3.400% Global Notes due 2025*
AT&T Inc.
$5,000,000,000
00206RCN0
$2,675,326,000
_______________________________________________________
(1) Reflects the aggregate principal amount of each series of
notes that have been validly tendered and not validly withdrawn as
of the Early Tender Deadline, based on information provided by the
tender agent to AT&T. AT&T intends to accept all of the
notes validly tendered and not validly withdrawn as of the Early
Tender Deadline.
* Denotes a series of notes for which the
calculation of the applicable total consideration may be performed
using the value of such notes as determined at the applicable price
determination time (as set forth in the Offer to Purchase) as if
the principal amount of such notes had been due on the applicable
par call date.
The Capped Tender Offers will expire at 11:59 p.m., New York
City time, on August 21, 2020.
As of the Early Tender Deadline, the Maximum Tender Amounts
(as defined in the Offer to Purchase and as amended in this
release) of each series of notes was met. As such, no additional
notes tendered after the Early Tender Deadline will
be accepted.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The tender
offers described herein were made solely by the Offer to Purchase
and only to such persons and in such jurisdictions as is permitted
under applicable law.
Neither the communication of this press release, the Offer to
Purchase or any other offer materials relating to the tender offers
is being made, and such documents and/or materials have not been
approved by an authorized person for the purposes of section 21 of
the UK Financial Services and Markets Act 2000 (the “FSMA”).
Accordingly, this press release, the Offer to Purchase and such
documents and/or materials are not being distributed to, and must
not be passed on to persons in the United Kingdom other than (a)
persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”); or (b) high net worth entities, and other persons to whom
it may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order (such persons together being “relevant persons”).
This press release and the Offer to Purchase are only available to
relevant persons and the transactions contemplated herein will be
available only to, or engaged in only with relevant persons, and
must not be relied or acted upon by persons other than relevant
persons.
Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC and Morgan Stanley & Co. LLC are acting
as the Joint-Lead Dealer Managers for the tender offers. For
additional information regarding the terms of the Capped Tender
Offers, please contact Deutsche Bank Securities Inc. at (866)
627-0391 (toll free) or (212) 250-2955 (collect), Goldman Sachs
& Co. LLC at (212) 902-6351 (collect) or by email at
GS-LM-NYC@gs.com, J.P. Morgan Securities LLC at (866) 834-4666
(toll free) or (212) 834-3424 (collect) or Morgan Stanley & Co.
LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect).
Global Bondholder Services Corporation is acting as the tender
agent and information agent for the tender offers. Questions or
requests for assistance related to the Capped Tender Offers or for
additional copies of the Offer to Purchase may be directed to
Global Bondholder Services Corporation at (866) 470-3900 (toll
free) or (212) 430-3774 (collect). You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Capped Tender Offers. The Offer to
Purchase, dated July 27, 2020 (the “Offer to Purchase”), can be
accessed at the following link:
https://gbsc-usa.com/registration/att.
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 tender 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: https://www.businesswire.com/news/home/20200810005215/en/
For more information, contact: Name: McCall Butler
AT&T Corporate and Financial Communications Phone: 470-773-5704
Email: mb8191@att.com
For holders of notes, contact: Global Bondholder Services
Corporation Phone: (866) 470-3900 (toll free) (212) 430-3774
(collect)
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