AT&T Inc. (NYSE: T)
(“AT&T”) announced today the early tender results of its three
pools of Exchange Offers and the upsizing of such Exchange Offers,
each as detailed below. In connection with this upsizing, AT&T
has amended the terms of the Exchange Offers to increase the
maximum aggregate principal amount of New Notes that will be issued
in the Exchange Offers. Except as described in this press release,
the terms and conditions of the Exchange Offers, as described in
the offering memorandum, dated August 31, 2020 (the “Exchange
Offers”), remain unchanged.
The withdrawal deadline for the Exchange Offers occurred at 5:00
p.m. New York City time on September 14, 2020. 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tendered Old Notes may no longer be withdrawn, except in certain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 pricing of the New Notes will occur at 11:00 a.m., New York
City time, on September 15, 2020.
The settlement date for Old Notes validly tendered and not
validly withdrawn at or prior to 5:00 p.m., New York City time, on
September 14, 2020 is expected to be September 18, 2020. 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.
AT&T has offered to (i)
exchange 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 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 results in the issuance of New 2053 Notes in an amount not
exceeding $7,500,000,000 (as increased, the “2053 Notes
Cap”);
Title of Security
Issuer
CUSIP Number(s)
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount
Tendered(1)
Pool 1 Notes
8.750% Senior Notes due 2031
New Cingular Wireless Services,
Inc.(2)
00209AAF3
$274,942,000
1
$16,536,000
8.750% Senior Notes due November 15,
2031(3)
AT&T Corp.
001957BD0 / U03017BC0
$109,211,000
2
$4,557,000
8.30% Discount Debentures due 2036
Historic TW(4)
887315AZ2
$156,007,000
3
$15,000
7.700% Debentures due 2032
Time Warner(5)
00184AAG0
$139,051,000
4
$29,000
7.625% Debentures due 2031
Time Warner(5)
00184AAC9
$155,466,000
5
$139,000
7.125% Senior Notes due 2031
AT&T Mobility LLC(6)
17248RAJ5
$151,402,000
6
$235,000
6 7/8% Notes due 2031
BellSouth, LLC(7)
079860AD4
$113,757,000
7
$1,590,000
6.550% Notes due 2034
BellSouth, LLC(7)
079860AE2
$147,409,000
8
$799,000
6.00% Notes due 2034
BellSouth, LLC(7)
079860AK8
$201,055,000
9
$2,634,000
6.800% Notes due 2036
AT&T Inc.
00206RAB8
$128,330,000
10
$1,015,000
6.55% Global Notes due 2039
AT&T Inc.
00206RAS1
$510,063,000
11
$66,925,000
6.500% Global Notes due 2036
AT&T Inc.
00206RJC7
$160,252,000
12
$4,274,000
6.500% Global Notes due 2037
AT&T Inc.
00206RAD4
$412,098,000
13
$172,847,000
6.40% Global Notes due 2038
AT&T Inc.
00206RAN2
$229,036,000
14
$64,018,000
6.350% Global Notes due 2040
AT&T Inc.
00206RDE9
$490,483,000
15
$332,905,000
6.300% Global Notes due 2038
AT&T Inc.
00206RAG7
$849,360,000
16
$99,983,000
6.200% Global Notes due 2040
AT&T Inc.
00206RJD5
$329,267,000
17
$64,365,000
6.100% Global Notes due 2040
AT&T Inc.
00206RJE3
$392,704,000
18
$144,331,000
6.000% Global Notes due 2040
AT&T Inc.
00206RDF6
$1,234,030,000
19
$763,203,000
5.35% Global Notes due 2040
AT&T Inc.
04650NAB0/
U9475PAA6
$1,789,560,000
20
$720,248,000
5.250% Global Notes due 2037
AT&T Inc.
00206RDR0
$3,000,000,000
21
$1,205,610,000
4.900% Global Notes due 2037
AT&T Inc.
00206RFW7 / U04644CJ4
$1,278,679,000
22
$595,718,000
4.850% Global Notes due 2039
AT&T Inc.
00206RHK1
$2,000,000,000
23
$1,043,764,000
4.800% Global Notes due 2044
AT&T Inc.
00206RCG5
$2,500,000,000
24
$1,303,859,000
4.30% Global Notes due 2042
AT&T Inc.
00206RBH4 / 00206RBG6
$1,956,149,000
25
$559,950,000
(1) The aggregate principal amount of each
series of Pool 1 Notes that have been validly tendered for exchange
and not validly withdrawn, as of 5:00 p.m., New York City time, on
September 14, 2020, based on information provided by the exchange
agent to AT&T.
(2) New Cingular Wireless Services, Inc.
was formerly known as AT&T Wireless Services, Inc.
(3) 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%.
(4) References to Historic TW refer to
Historic TW Inc., the successor in interest to Time Warner
Companies Inc.
(5) References to Time Warner refer to
Warner Media, LLC, the successor in interest to Time Warner
Inc.
(6) AT&T Mobility LLC was formerly
known as Cingular Wireless LLC.
(7) 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.
(ii) exchange 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 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 results in the issuance
of New 2055 Notes in an amount not exceeding $7,500,000,000 (as
increased, the “2055 Notes Cap”);
Title of Security
Issuer
CUSIP Number(s)
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount
Tendered(1)
Pool 2 Notes
6.375% Global Notes due 2041
AT&T Inc.
00206RDG4
$984,108,000
1
$379,856,000
6.250% Global Notes due 2041
AT&T Inc.
00206RJF0
$521,724,000
2
$191,405,000
5.550% Global Notes due 2041
AT&T Inc.
00206RBA9
$1,009,543,000
3
$333,392,000
5.375% Global Notes due 2041
AT&T Inc.
00206RJG8
$447,305,000
4
$260,610,000
5.350% Global Notes due 2043
AT&T Inc.
00206RJJ2
$436,339,000
5
$244,857,000
5.150% Global Notes due 2042
AT&T Inc.
00206RDH2
$1,208,505,000
6
$618,319,000
5.150% Global Notes due 2046
AT&T Inc.
00206RHA3 / 00206RFM9 /
U04644BX4
$1,750,725,000
7
$1,007,433,000
4.850% Global Notes due 2045
AT&T Inc.
00206RJL7
$795,686,000
8
$394,633,000
4.750% Global Notes due 2046
AT&T Inc.
00206RCQ3
$3,500,000,000
9
$1,628,202,000
4.35% Global Notes due 2045
AT&T Inc.
00206RBK7 / U04644AE7
$3,043,850,000
10
$1,548,464,000
(1) The aggregate principal amount of each
series of Pool 2 Notes that have been validly tendered for exchange
and not validly withdrawn, as of 5:00 p.m., New York City time, on
September 14, 2020, based on information provided by the exchange
agent to AT&T.
and (iii) exchange 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 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 results in the
issuance of New 2059 Notes in an amount not exceeding
$6,500,000,000 (as increased, the “2059 Notes Cap”).
Title of Security
Issuer
CUSIP Number(s)
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount
Tendered(1)
Pool 3 Notes
5.700% Global Notes due 2057
AT&T Inc.
00206RDT6
$1,000,000,000
1
$514,799,000
5.650% Global Notes due 2047
AT&T Inc.
00206RCU4
$1,500,000,000
2
$540,565,000
5.450% Global Notes due 2047
AT&T Inc.
00206RDS8
$2,000,000,000
3
$1,251,477,000
5.300% Global Notes due 2058
AT&T Inc.
00206RFS6 / U04644CG0
$643,744,000
4
$461,929,000
5.150% Global Notes due 2050
AT&T Inc.
00206RFU1
$1,694,666,000
5
$753,335,000
4.550% Global Notes due 2049
AT&T Inc.
00206RDM1 / 00206RDK5
$2,500,000,000
6
$1,569,246,000
4.500% Global Notes due 2048
AT&T Inc.
00206RDL3 / 00206RDJ8
$4,499,999,000
7
$2,240,736,000
(1) The aggregate principal amount of each
series of Pool 3 Notes that have been validly tendered for exchange
and not validly withdrawn, as of 5:00 p.m., New York City time, on
September 14, 2020, based on information provided by the exchange
agent to AT&T.
The amount of outstanding Old Notes validly tendered and not
validly withdrawn as of September 14, 2020, as reflected in the
tables above, satisfied the minimum tender condition in each of the
Exchange Offers.
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 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 is acting 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.
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/20200915005778/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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