AT&T Inc. (NYSE: T)
(“AT&T”) announced today the commencement of private offers to
(i) exchange (the “Pool 1 Offer”) twenty-five series of notes
issued by AT&T and certain of AT&T’s wholly-owned
subsidiaries (collectively, the “Pool 1 Notes”) for a combination
of cash and a new series of AT&T’s senior notes to be due in
2053 (the “New 2053 Notes”) as described in, and for the consideration
summarized in, the table below. The aggregate principal amount of
Pool 1 Notes that are accepted for exchange will be based on the
order of acceptance priority for such series as set forth in the
table below, and such that the aggregate principal amount of Pool 1
Notes accepted in the Pool 1 Offer results in the issuance of New
2053 Notes in an amount not exceeding $5,000,000,000 (the “2053
Notes Cap”);
Title of Security
Issuer
CUSIP Number(s)
Principal Amount Outstanding
(MM)(1)
Reference UST Security
Fixed Spread (basis
points)(2)
Cash Payment Percent of
Premium(3)
Acceptance Priority
Level
Pool 1 Notes
8.750% Senior Notes due 2031
New Cingular Wireless Services,
Inc.(4)
00209AAF3
$274.9
0.625% due 8/15/2030
155
40%
1
8.750% Senior Notes due November 15,
2031(5)
AT&T Corp.
001957BD0 / U03017BC0
$109.2
0.625% due 8/15/2030
165
50%
2
8.30% Discount Debentures due 2036
Historic TW(6)
887315AZ2
$156.0
1.25% due 5/15/2050
200
40%
3
7.700% Debentures due 2032
Time Warner(7)
00184AAG0
$139.1
0.625% due 8/15/2030
170
25%
4
7.625% Debentures due 2031
Time Warner(7)
00184AAC9
$155.5
0.625% due 8/15/2030
155
25%
5
7.125% Senior Notes due 2031
AT&T Mobility LLC(8)
17248RAJ5
$151.4
0.625% due 8/15/2030
165
45%
6
6 7/8% Notes due 2031
BellSouth, LLC(9)
079860AD4
$113.8
0.625% due 8/15/2030
165
40%
7
6.550% Notes due 2034
BellSouth, LLC(9)
079860AE2
$147.4
0.625% due 8/15/2030
185
25%
8
6.00% Notes due 2034
BellSouth, LLC(9)
079860AK8
$201.1
0.625% due 8/15/2030
190
25%
9
6.800% Notes due 2036
AT&T Inc.
00206RAB8
$128.3
1.25% due 5/15/2050
200
60%
10
6.55% Global Notes due 2039
AT&T Inc.
00206RAS1
$510.1
1.25% due 5/15/2050
175
25%
11
6.500% Global Notes due 2036
AT&T Inc.
00206RJC7
$160.3
1.25% due 5/15/2050
200
25%
12
6.500% Global Notes due 2037
AT&T Inc.
00206RAD4
$412.1
1.25% due 5/15/2050
165
25%
13
6.40% Global Notes due 2038
AT&T Inc.
00206RAN2
$229.0
1.25% due 5/15/2050
170
25%
14
6.350% Global Notes due 2040
AT&T Inc.
00206RDE9
$490.5
1.25% due 5/15/2050
180
25%
15
6.300% Global Notes due 2038
AT&T Inc.
00206RAG7
$849.4
1.25% due 5/15/2050
165
25%
16
6.200% Global Notes due 2040
AT&T Inc.
00206RJD5
$329.3
1.25% due 5/15/2050
180
25%
17
6.100% Global Notes due 2040
AT&T Inc.
00206RJE3
$392.7
1.25% due 5/15/2050
180
25%
18
6.000% Global Notes due 2040*
AT&T Inc.
00206RDF6
$1,234.0
1.25% due 5/15/2050
180
25%
19
5.35% Global Notes due 2040
AT&T Inc.
04650NAB0/
U9475PAA6
$1,789.6
1.25% due 5/15/2050
180
25%
20
5.250% Global Notes due 2037*
AT&T Inc.
00206RDR0
$3,000.0
1.25% due 5/15/2050
160
25%
21
4.900% Global Notes due 2037*
AT&T Inc.
00206RFW7 / U04644CJ4
$1,278.7
1.25% due 5/15/2050
160
25%
22
4.850% Global Notes due 2039*
AT&T Inc.
00206RHK1
$2,000.0
1.25% due 5/15/2050
165
25%
23
4.800% Global Notes due 2044*
AT&T Inc.
00206RCG5
$2,500.0
1.25% due 5/15/2050
190
25%
24
4.30% Global Notes due 2042*
AT&T Inc.
00206RBH4 / 00206RBG6
$1,956.1
1.25% due 5/15/2050
190
25%
25
(1) Rounded to the nearest tenth of a
million.
(2) The early participation payment for
the Pool 1 Offer will be $50 of principal amount of New 2053 Notes
per $1,000 principal amount of Pool 1 Notes and is included in the
total consideration.
(3) The cash payment percent of premium is
the percent of the amount by which the total consideration exceeds
$1,000 in principal amount and cash per $1,000 principal amount of
such Old Notes.
(4) New Cingular Wireless Services, Inc.
was formerly known as AT&T Wireless Services, Inc.
(5) The 8.750% Senior Notes due November
15, 2031 are fully, unconditionally and irrevocably guaranteed by
AT&T. The initial interest rate on the 8.750% Senior Notes due
November 15, 2031 was 8.000%.
(6) References to Historic TW refer to
Historic TW Inc., the successor in interest to Time Warner
Companies Inc.
(7) References to Time Warner refer to
Warner Media, LLC, the successor in interest to Time Warner
Inc.
(8) AT&T Mobility LLC was formerly
known as Cingular Wireless LLC.
(9) The 6 7/8% Notes due 2031, 6.550%
Notes due 2034, and 6.00% Notes due 2034 were originally issued by
BellSouth Corporation, which subsequently converted to BellSouth,
LLC.
*Denotes a series of Old Notes for which
the total consideration and exchange consideration will be
determined taking into account the par call date, instead of the
maturity date, in accordance with standard market practice.
(ii) exchange (the “Pool 2 Offer”) ten series of notes issued by
AT&T (collectively, the “Pool 2 Notes”) for a combination of
cash and a new series of AT&T’s senior notes to be due in 2055
(the “New 2055 Notes”) as described in, and for the consideration
summarized in, the table below. The aggregate principal amount of
Pool 2 Notes that are accepted for exchange will be based on the
order of acceptance priority for such series as set forth in the
table below, and such that the aggregate principal amount of Pool 2
Notes accepted in the Pool 2 Offer results in the issuance of New
2055 Notes in an amount not exceeding $5,000,000,000 (the “2055
Notes Cap”);
Title of Security
Issuer
CUSIP Number(s)
Principal Amount Outstanding
(MM)(1)
Reference UST Security
Fixed Spread (basis
points)(2)
Cash Payment Percent of
Premium(3)
Acceptance Priority
Level
Pool 2 Notes
6.375% Global Notes due 2041
AT&T Inc.
00206RDG4
$984.1
1.25% due 5/15/2050
190
25%
1
6.250% Global Notes due 2041
AT&T Inc.
00206RJF0
$521.7
1.25% due 5/15/2050
190
25%
2
5.550% Global Notes due 2041
AT&T Inc.
00206RBA9
$1,009.5
1.25% due 5/15/2050
190
25%
3
5.375% Global Notes due 2041
AT&T Inc.
00206RJG8
$447.3
1.25% due 5/15/2050
190
25%
4
5.350% Global Notes due 2043
AT&T Inc.
00206RJJ2
$436.3
1.25% due 5/15/2050
190
25%
5
5.150% Global Notes due 2042
AT&T Inc.
00206RDH2
$1,208.5
1.25% due 5/15/2050
190
25%
6
5.150% Global Notes due 2046*
AT&T Inc.
00206RHA3 / 00206RFM9 /
U04644BX4
$1,750.7
1.25% due 5/15/2050
195
25%
7
4.850% Global Notes due 2045*
AT&T Inc.
00206RJL7
$795.7
1.25% due 5/15/2050
190
25%
8
4.750% Global Notes due 2046*
AT&T Inc.
00206RCQ3
$3,500.0
1.25% due 5/15/2050
195
25%
9
4.35% Global Notes due 2045*
AT&T Inc.
00206RBK7 /
U04644AE7
$3,043.9
1.25% due 5/15/2050
190
25%
10
(1) Rounded to the nearest tenth of a
million.
(2) The early participation payment for
the Pool 2 Offer will be $50 of principal amount of New 2055 Notes
per $1,000 principal amount of Pool 2 Notes and is included in the
total consideration.
(3) The cash payment percent of premium is
the percent of the amount by which the total consideration exceeds
$1,000 in principal amount and cash per $1,000 principal amount of
such Old Notes.
*Denotes a series of Old Notes for which
the total consideration and exchange consideration will be
determined taking into account the par call date, instead of the
maturity date, in accordance with standard market practice.
and (iii) exchange (the “Pool 3 Offer” and, together with the
Pool 1 Offer and the Pool 2 Offer, the “Exchange Offers”) seven
series of notes issued by AT&T (collectively, the “Pool 3
Notes” and, together with the Pool 1 Notes and the Pool 2 Notes,
the “Old Notes”) for a combination of cash and a new series of
AT&T’s senior notes to be due in 2059 (the “New 2059 Notes”
and, together with the New 2053 Notes and the New 2055 Notes, the
“New Notes”) as described in, and for the consideration summarized
in, the table below. The aggregate principal amount of Pool 3 Notes
that are accepted for exchange will be based on the order of
acceptance priority for such series as set forth in the table
below, and such that the aggregate principal amount of Pool 3 Notes
accepted in the Pool 3 Offer results in the issuance of New 2059
Notes in an amount not exceeding $5,000,000,000 (the “2059 Notes
Cap”).
Title of Security
Issuer
CUSIP Number(s)
Principal Amount Outstanding
(MM)(1)
Reference UST Security
Fixed Spread (basis
points)(2)
Cash Payment Percent of
Premium(3)
Acceptance Priority
Level
Pool 3 Notes
5.700% Global Notes due 2057*
AT&T Inc.
00206RDT6
$1,000.0
1.25% due 5/15/2050
220
60%
1
5.650% Global Notes due 2047*
AT&T Inc.
00206RCU4
$1,500.0
1.25% due 5/15/2050
200
25%
2
5.450% Global Notes due 2047*
AT&T Inc.
00206RDS8
$2,000.0
1.25% due 5/15/2050
200
25%
3
5.300% Global Notes due 2058*
AT&T Inc.
00206RFS6 / U04644CG0
$643.7
1.25% due 5/15/2050
220
80%
4
5.150% Global Notes due 2050*
AT&T Inc.
00206RFU1
$1,694.7
1.25% due 5/15/2050
205
25%
5
4.550% Global Notes due 2049*
AT&T Inc.
00206RDM1 / 00206RDK5
$2,500.0
1.25% due 5/15/2050
200
25%
6
4.500% Global Notes due 2048*
AT&T Inc.
00206RDL3 / 00206RDJ8
$4,500.0
1.25% due 5/15/2050
200
25%
7
(1) Rounded to the nearest tenth of a
million.
(2) The early participation payment for
the Pool 3 Offer will be $50 of principal amount of New 2059 Notes
per $1,000 principal amount of Pool 3 Notes and is included in the
total consideration.
(3) The cash payment percent of premium is
the percent of the amount by which the total consideration exceeds
$1,000 in principal amount and cash per $1,000 principal amount of
such Old Notes.
*Denotes a series of Old Notes for which
the total consideration and exchange consideration will be
determined taking into account the par call date, instead of the
maturity date, in accordance with standard market practice.
In addition, holders whose Old
Notes are accepted for exchange will receive in cash accrued and
unpaid interest from the last applicable interest payment date to,
but excluding, the date on which the exchange of such Old Notes is
settled, and amounts due in lieu of fractional amounts of New
Notes.
The Exchange Offers are being conducted upon the terms and
subject to the conditions set forth in an offering memorandum,
dated August 31, 2020. AT&T reserves the right, in its sole
discretion, to increase the 2053 Notes Cap, the 2055 Notes Cap
and/or the 2059 Notes Cap following commencement of the Exchange
Offers.
Each Exchange Offer is subject to certain conditions, including,
(i) with respect to the Pool 1 Offer, a minimum of $1,000,000,000
aggregate principal amount of New 2053 Notes being issued in the
Pool 1 Offer, (ii) with respect to the Pool 2 Offer, a minimum of
$1,000,000,000 aggregate principal amount of New 2055 Notes being
issued in the Pool 2 Offer, (iii) with respect to the Pool 3 Offer,
a minimum of $1,000,000,000 aggregate principal amount of New 2059
Notes being issued in the Pool 3 Offer, (iv) as of 11:00 a.m. New
York City time on September 15, 2020, the combination of the yield
of the New Notes and the total consideration or exchange
consideration as described in the Offering Memorandum, as
applicable, for the applicable series of Old Notes would result in
the New Notes and such Old Notes not being treated as
“substantially different” under ASC 470-50 and (v) with respect to
any Old Notes validly tendered pursuant to any Exchange Offer that
will be exchanged on the Final Settlement Date, we determine that
the New Notes to be issued on the Final Settlement Date in such
Exchange Offer will be treated as part of the same issue as the New
Notes, if any, issued on the Early Settlement Date for U.S. federal
income tax purposes pursuant to specified tests.
Only Eligible Holders (as defined below) of Old Notes who
validly tender their Old Notes at or before 5:00 p.m. New York City
time on September 14, 2020, subject to any extension by AT&T
(the “Early Participation Date”), who do not validly withdraw their
tenders and whose Old Notes are accepted for exchange, will receive
an early participation payment.
The Exchange Offers will expire at 11:59 p.m., New York City
time, on September 28, 2020, unless extended or earlier terminated
by AT&T (the “Expiration Date”). Tenders of Old Notes submitted
in the Exchange Offers at or prior to 5:00 p.m. New York City time
on September 14, 2020, subject to any extension by AT&T (the
“Withdrawal Deadline”), may be validly withdrawn at any time prior
to the Withdrawal Deadline, but thereafter will be irrevocable,
except in certain limited circumstances where additional withdrawal
rights are required by law (as determined by AT&T). Tenders
submitted in the Exchange Offers after the Withdrawal Deadline will
be irrevocable except in the limited circumstances where additional
withdrawal rights are required by law (as determined by
AT&T).
AT&T reserves the right, but is under no obligation, at any
point following the Early Participation Date and before the
Expiration Date, to accept for exchange any Old Notes validly
tendered at or prior to the Early Participation Date (the date of
such exchange, the “Early Settlement Date”). The Early Settlement
Date will be determined at AT&T’s option and is currently
expected to occur on September 18, 2020, the fourth business day
immediately following the Early Participation Date. If, after the
Early Participation Date, AT&T chooses to exercise its option
to have an Early Settlement Date and all conditions to the relevant
Exchange Offers have been or are concurrently satisfied or waived
by AT&T, AT&T will, subject to the terms of the Exchange
Offers, accept for exchange all Old Notes validly tendered in the
Exchange Offers prior to the Early Participation Date subject to
proration, and the exchange for such Old Notes will be made on the
Early Settlement Date.
The Final Settlement Date for the Exchange Offers will be
promptly after the Expiration Date and is currently expected to
occur on September 30, 2020, the second business day immediately
following the Expiration Date.
The Exchange Offers are only being made, and the New Notes are
only being offered and will only be issued, 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) if in the United
States, a “qualified institutional buyer,” or “QIB,” as that term
is defined in Rule 144A under the United States Securities Act of
1933, as amended (the “Securities Act”), in a private transaction
in reliance upon an exemption from the registration requirements of
the Securities Act or (b) (i) if outside the United States, a
person other than a “U.S. person,” as that term is defined in Rule
902 under the Securities Act, in offshore transactions in reliance
upon 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 a 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 or in
the United Kingdom, persons other than “retail investors” (for
these purposes, a retail investor means a person who is one (or
more) of: (1) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (2) a
customer within the meaning of Directive (EU) 2016/97, as amended,
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (3) not a
“qualified investor” as defined in Regulation (EU) 2017/1129, as
amended, and consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”)
for offering or selling the New Notes or otherwise making them
available to retail investors in the European Economic Area or in
the United Kingdom has been prepared and therefore offering or
selling the New Notes or otherwise making them available to any
retail investor in the European Economic Area or in the United
Kingdom may be unlawful under the PRIIPs Regulation and (iii) if
located or resident in Canada, a holder located or resident in a
province of Canada and an “accredited investor” as such term is
defined in National Instrument 45-106 – Prospectus Exemptions, and,
if resident in Ontario, section 73.3(1) of the Securities Act
(Ontario), in each case, 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 (each, an “Eligible Holder”).
Only Eligible Holders who have confirmed they are Eligible
Holders via the eligibility certification are authorized to receive
or review the offering memorandum, eligibility certification and
Canadian beneficial holder form or to participate in the Exchange
Offers. For Canadian Eligible Holders tendering Old Notes, such
participation is also conditioned upon the receipt of the Canadian
beneficial holder form. There is no separate letter of transmittal
in connection with the offering memorandum.
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.
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 Exchange Offers before the
deadlines specified herein and in the offering memorandum,
eligibility certification and Canadian beneficial holder form. 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 offering memorandum,
eligibility certification and Canadian beneficial holder
form.
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,
eligibility certification and Canadian beneficial holder form 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) persons who are outside the United Kingdom, (ii)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”) or (iii) high net worth entities,
and other persons to whom it may lawfully be communicated, 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.
Global Bondholder Services Corporation will act as the exchange
agent and information agent for the Exchange Offers. Documents
relating to the Exchange Offers will only be distributed to holders
of Old Notes who certify that they are Eligible Holders. Questions
or requests for assistance related to the Exchange Offers or for
additional copies of the offering memorandum, eligibility
certification or Canadian beneficial holder form 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 Exchange Offers. The offering memorandum,
eligibility certification and Canadian beneficial holder form can
be accessed at the following link:
https://gbsc-usa.com/eligibility/att.
AT&T anticipates that the dealer managers selected for the
Exchange Offers will include 22 minority-, disabled veteran-, and
women-owned brokerage firms.
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: https://www.businesswire.com/news/home/20200831005736/en/
For more information, contact: 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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