AT&T Inc. (NYSE: T) (“AT&T”) announced today pricing
terms with respect to its private offers 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. 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Notes validly tendered and not validly withdrawn prior to 5:00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 September 14, 2020 and accepted by
AT&T, the following table sets forth the yields, the total
consideration, the principal amount of the New 2053 Notes and the
amount of cash, as priced below:
Title of Security
Issuer
CUSIP Number(s)
Acceptance Priority
Level
Reference UST Security
Reference Yield(1)
Fixed Spread (basis
points)
Yield(2)
Cash Payment Percent of
Premium(3)
Total Consideration(4)
Principal Amount of New 2053
Notes
Cash
Pool 1 Notes
8.750% Senior Notes due 2031
New Cingular Wireless Services,
Inc.(5)
00209AAF3
1
0.625% due 8/15/2030
0.679%
155
2.229%
40%
$1,605.03
$1,371.00
$242.01
8.750% Senior Notes due November 15,
2031(6)
AT&T Corp.
001957BD0 / U03017BC0
2
0.625% due 8/15/2030
0.679%
165
2.329%
50%
$1,627.70
$1,321.54
$313.85
8.30% Discount Debentures due 2036
Historic TW(7)
887315AZ2
3
1.25% due 5/15/2050
1.430%
200
3.430%
40%
$1,576.63
$1,353.86
$230.65
7.700% Debentures due 2032
Time Warner(8)
00184AAG0
4
0.625% due 8/15/2030
0.679%
170
2.379%
25%
$1,537.37
$1,411.24
$134.34
7.625% Debentures due 2031
Time Warner(8)
00184AAC9
5
0.625% due 8/15/2030
0.679%
155
2.229%
25%
$1,505.84
$1,387.45
$126.46
7.125% Senior Notes due 2031
AT&T Mobility LLC(9)
17248RAJ5
6
0.625% due 8/15/2030
0.679%
165
2.329%
45%
$1,471.90
$1,266.91
$212.36
6 7/8% Notes due 2031
BellSouth, LLC(10)
079860AD4
7
0.625% due 8/15/2030
0.679%
165
2.329%
40%
$1,441.50
$1,272.30
$176.60
6.550% Notes due 2034
BellSouth, LLC(10)
079860AE2
8
0.625% due 8/15/2030
0.679%
185
2.529%
25%
$1,464.26
$1,356.08
$116.07
6.00% Notes due 2034
BellSouth, LLC(10)
079860AK8
9
0.625% due 8/15/2030
0.679%
190
2.579%
25%
$1,403.58
$1,310.31
$100.90
6.800% Notes due 2036
AT&T Inc.
00206RAB8
10
1.25% due 5/15/2050
1.430%
200
3.430%
60%
$1,405.60
$1,169.04
$243.36
6.55% Global Notes due 2039
AT&T Inc.
00206RAS1
11
1.25% due 5/15/2050
1.430%
175
3.180%
25%
$1,466.82
$1,358.01
$116.71
6.500% Global Notes due 2036
AT&T Inc.
00206RJC7
12
1.25% due 5/15/2050
1.430%
200
3.430%
25%
$1,378.35
$1,291.28
$94.59
6.500% Global Notes due 2037
AT&T Inc.
00206RAD4
13
1.25% due 5/15/2050
1.430%
165
3.080%
25%
$1,449.01
$1,344.59
$112.25
6.40% Global Notes due 2038
AT&T Inc.
00206RAN2
14
1.25% due 5/15/2050
1.430%
170
3.130%
25%
$1,440.97
$1,338.52
$110.24
6.350% Global Notes due 2040
AT&T Inc.
00206RDE9
15
1.25% due 5/15/2050
1.430%
180
3.230%
25%
$1,448.68
$1,344.33
$112.17
6.300% Global Notes due 2038
AT&T Inc.
00206RAG7
16
1.25% due 5/15/2050
1.430%
165
3.080%
25%
$1,429.76
$1,330.06
$107.44
6.200% Global Notes due 2040
AT&T Inc.
00206RJD5
17
1.25% due 5/15/2050
1.430%
180
3.230%
25%
$1,427.10
$1,328.05
$106.78
6.100% Global Notes due 2040
AT&T Inc.
00206RJE3
18
1.25% due 5/15/2050
1.430%
180
3.230%
25%
$1,417.73
$1,320.99
$104.43
6.000% Global Notes due 2040*
AT&T Inc.
00206RDF6
19
1.25% due 5/15/2050
1.430%
180
3.230%
25%
$1,400.79
$1,308.20
$100.20
5.35% Global Notes due 2040
AT&T Inc.
04650NAB0 / U9475PAA6
20
1.25% due 5/15/2050
1.430%
180
3.230%
25%
$1,310.01
$1,239.73
$77.50
5.250% Global Notes due 2037*
AT&T Inc.
00206RDR0
21
1.25% due 5/15/2050
1.430%
160
3.030%
25%
$1,279.17
$1,216.46
$69.79
4.900% Global Notes due 2037*
AT&T Inc.
00206RFW7 / U04644CJ4
22
1.25% due 5/15/2050
1.430%
160
3.030%
25%
$1,240.31
$1,187.14
$60.08
4.850% Global Notes due 2039*
AT&T Inc.
00206RHK1
23
1.25% due 5/15/2050
1.430%
165
3.080%
25%
$1,242.68
$1,188.93
$60.67
4.800% Global Notes due 2044*
AT&T Inc.
00206RCG5
24
1.25% due 5/15/2050
1.430%
190
3.330%
25%
$1,236.50
$1,184.26
$59.13
4.30% Global Notes due 2042*
AT&T Inc.
00206RBH4 / 00206RBG6
25
1.25% due 5/15/2050
1.430%
190
3.330%
25%
$1,149.18
$1,118.39
$37.30
(1) The bid-side yield on the Reference
UST Security.
(2) 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 31, 2020 (the “Offering Memorandum”).
(3) The cash payment percent of premium is
the percent of the amount by which the total consideration exceeds
$1,000 in principal amount of New 2053 Notes and cash per $1,000
principal amount of such Old Notes.
(4) The total consideration for each
series of Pool 1 Notes includes the early participation payment of
$50 of principal amount of New 2053 Notes per $1,000 principal
amount of Pool 1 Notes and assumes a settlement date of September
18, 2020.
(5) New Cingular Wireless Services, Inc.
was formerly known as AT&T Wireless Services, Inc.
(6) 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%.
(7) References to Historic TW refer to
Historic TW Inc., the successor in interest to Time Warner
Companies Inc.
(8) References to Time Warner refer to
Warner Media, LLC, the successor in interest to Time Warner
Inc.
(9) AT&T Mobility LLC was formerly
known as Cingular Wireless LLC.
(10) 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 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. For each
$1,000 principal amount of Pool 2 Notes validly tendered and not
validly withdrawn prior to 5:00 p.m. New York City time on
September 14, 2020 and accepted by AT&T, the following table
sets forth the yields, the total consideration, the principal
amount of the New 2055 Notes and the amount of cash, as priced
below:
Title of Security
Issuer
CUSIP Number(s)
Acceptance Priority
Level
Reference UST Security
Reference Yield(1)
Fixed Spread (basis
points)
Yield(2)
Cash Payment Percent of
Premium(3)
Total Consideration(4)
Principal Amount of New 2055
Notes
Cash
Pool 2 Notes
6.375% Global Notes due 2041
AT&T Inc.
00206RDG4
1
1.25% due 5/15/2050
1.430%
190
3.330%
25%
$1,449.03
$1,344.78
$112.26
6.250% Global Notes due 2041
AT&T Inc.
00206RJF0
2
1.25% due 5/15/2050
1.430%
190
3.330%
25%
$1,431.75
$1,331.75
$107.94
5.550% Global Notes due 2041
AT&T Inc.
00206RBA9
3
1.25% due 5/15/2050
1.430%
190
3.330%
25%
$1,332.42
$1,256.80
$83.11
5.375% Global Notes due 2041
AT&T Inc.
00206RJG8
4
1.25% due 5/15/2050
1.430%
190
3.330%
25%
$1,307.91
$1,238.31
$76.98
5.350% Global Notes due 2043
AT&T Inc.
00206RJJ2
5
1.25% due 5/15/2050
1.430%
190
3.330%
25%
$1,325.00
$1,251.21
$81.25
5.150% Global Notes due 2042
AT&T Inc.
00206RDH2
6
1.25% due 5/15/2050
1.430%
190
3.330%
25%
$1,277.78
$1,215.57
$69.45
5.150% Global Notes due 2046*
AT&T Inc.
00206RHA3 / 00206RFM9 /
U04644BX4
7
1.25% due 5/15/2050
1.430%
195
3.380%
25%
$1,302.03
$1,233.87
$75.51
4.850% Global Notes due 2045*
AT&T Inc.
00206RJL7
8
1.25% due 5/15/2050
1.430%
190
3.330%
25%
$1,252.00
$1,196.13
$63.00
4.750% Global Notes due 2046*
AT&T Inc.
00206RCQ3
9
1.25% due 5/15/2050
1.430%
195
3.380%
25%
$1,230.87
$1,180.18
$57.72
4.35% Global Notes due 2045*
AT&T Inc.
00206RBK7 /
U04644AE7
10
1.25% due 5/15/2050
1.430%
190
3.330%
25%
$1,168.71
$1,133.28
$42.18
(1) The bid-side yield on the Reference
UST Security.
(2) 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.
(3) The cash payment percent of premium is
the percent of the amount by which the total consideration exceeds
$1,000 in principal amount of New 2055 Notes and cash per $1,000
principal amount of such Old Notes.
(4) The total consideration for each
series of Pool 2 Notes includes the early participation payment of
$50 of principal amount of New 2055 Notes per $1,000 principal
amount of Pool 2 Notes and assumes a settlement date of September
18, 2020.
*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 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. For each $1,000 principal amount of Pool 3 Notes
validly tendered and not validly withdrawn prior to 5:00 p.m. New
York City time on September 14, 2020 and accepted by AT&T, the
following table sets forth the yields, the total consideration, the
principal amount of the New 2059 Notes and the amount of cash, as
priced below:
Title of Security
Issuer
CUSIP Number(s)
Acceptance Priority
Level
Reference UST Security
Reference Yield(1)
Fixed Spread (basis
points)
Yield(2)
Cash Payment Percent of
Premium(3)
Total Consideration(4)
Principal Amount of New 2059
Notes
Cash
Pool 3 Notes
5.700% Global Notes due 2057*
AT&T Inc.
00206RDT6
1
1.25% due 5/15/2050
1.430%
220
3.630%
60%
$1,413.78
$1,172.76
$248.27
5.650% Global Notes due 2047*
AT&T Inc.
00206RCU4
2
1.25% due 5/15/2050
1.430%
200
3.430%
25%
$1,379.04
$1,292.27
$94.76
5.450% Global Notes due 2047*
AT&T Inc.
00206RDS8
3
1.25% due 5/15/2050
1.430%
200
3.430%
25%
$1,345.27
$1,266.78
$86.32
5.300% Global Notes due 2058*
AT&T Inc.
00206RFS6 / U04644CG0
4
1.25% due 5/15/2050
1.430%
220
3.630%
80%
$1,340.23
$1,074.69
$272.18
5.150% Global Notes due 2050*
AT&T Inc.
00206RFU1
5
1.25% due 5/15/2050
1.430%
205
3.480%
25%
$1,302.83
$1,234.75
$75.71
4.550% Global Notes due 2049*
AT&T Inc.
00206RDM1 / 00206RDK5
6
1.25% due 5/15/2050
1.430%
200
3.430%
25%
$1,200.42
$1,157.46
$50.11
4.500% Global Notes due 2048*
AT&T Inc.
00206RDL3 / 00206RDJ8
7
1.25% due 5/15/2050
1.430%
200
3.430%
25%
$1,187.30
$1,147.56
$46.83
(1) The bid-side yield on the Reference
UST Security.
(2) 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.
(3) The cash payment percent of premium is
the percent of the amount by which the total consideration exceeds
$1,000 in principal amount of New 2059 Notes and cash per $1,000
principal amount of such Old Notes.
(4) The total consideration for each
series of Pool 3 Notes includes the early participation payment of
$50 of principal amount of New 2059 Notes per $1,000 principal
amount of Pool 3 Notes and assumes a settlement date of September
18, 2020.
*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.
Based on the amount of Old Notes validly
tendered and not validly withdrawn prior to 5:00 p.m. New York City
time on September 14, 2020 and in accordance with the terms of the
Exchange Offers, AT&T expects to accept, on the early
settlement date (expected to be September 18, 2020), (i) all of the
Pool 1 Notes at Acceptance Priority Levels 1 through 23, (ii) all
of the Pool 2 Notes at Acceptance Priority Levels 1 through 9 and
(iii) all of the Pool 3 Notes at Acceptance Priority Levels 1
through 6. AT&T expects to accept the 4.800% Global Notes due
2044 (Acceptance Priority Level 24) in Pool 1 Notes subject to a
proration factor of approximately 57.57%, 4.35% Global Notes due
2045 (Acceptance Priority Level 10) in Pool 2 Notes subject to a
proration factor of approximately 74.15% and 4.500% Global Notes
due 2048 (Acceptance Priority Level 7) in Pool 3 Notes subject to a
proration factor of approximately 14.47%. AT&T does not expect
to accept any Old Notes tendered for exchange in Acceptance
Priority Level 25 in Pool 1 Notes. As a result of proration
rounding, the 2055 Notes Cap (as defined in the Offering
Memorandum) was adjusted to $7,500,001,000 and the 2059 Notes Cap
(as defined in the Offering Memorandum) was adjusted to
$6,500,001,000. The 2053 Notes Cap (as defined in the Offering
Memorandum) remains at $7,500,000,000.
The exchange offers described in this press
release (the “Exchange Offers”) are being conducted upon the terms
and subject to the conditions set forth in the Offering Memorandum,
as amended by AT&T’s press release, dated as of September 15,
2020.
Only Eligible Holders (as defined below) of
Old Notes who validly tendered their Old Notes at or before 5:00
p.m. New York City time on September 14, 2020 (the “Early
Participation Date”), and who did not validly withdraw their
tenders and whose Old Notes are accepted for exchange, will receive
an early participation payment. As of the Early Participation Date
the Exchange Offers were oversubscribed and as such no additional
Old Notes tendered after the Early Participation Date will be
accepted.
The interest rate on the New 2053 Notes will
be 3.500%, the interest rate on the New 2055 Notes will be 3.550%,
and the interest rate on the New 2059 Notes will be 3.650%. The
yield on the New 2053 Notes will be 3.530%, and the New Issue Price
of the New 2053 Notes will be $994.18, which has been determined by
reference to the bid-side yield on the 1.25% U.S. Treasury Notes
due May 15, 2050, as of 11:00 a.m. New York City time on September
15, 2020 (such date and time, the “Pricing Time”), which was
1.430%, plus 2.10%. The yield on the New 2055 Notes will be 3.580%,
and the New Issue Price of the New 2055 Notes will be $994.04,
which has been determined by reference to the bid-side yield on the
1.25% U.S. Treasury Notes due May 15, 2050, as of the Pricing Time,
which was 1.430%, plus 2.15%. The yield on the New 2059 Notes will
be 3.680%, and the New Issue Price of the New 2059 Notes will be
$993.82, which has been determined by reference to the bid-side
yield on the 1.25% U.S. Treasury Notes due May 15, 2050, as of the
Pricing Time, which was 1.430%, plus 2.25%.
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”). 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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200915006304/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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