AT&T Inc. (NYSE: T)
(“AT&T”) announced today the commencement of private offers to
(i) exchange (the “Pool 1 Offer”) four series of notes issued by
AT&T (collectively, the “Pool 1 Notes”) for a combination of
cash and a new series of AT&T’s senior notes to be due in 2057
(the “New 2057 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 2057 Notes in an amount
not exceeding $3,000,000,000 (the “2057 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
4.800% Global Notes due 2044*
AT&T Inc.
00206RCG5
$1,749.9
1.375% due 8/15/2050
170
0%
1
4.500% Global Notes due 2048*
AT&T Inc.
00206RDL3 / 00206RDJ8
$4,176.4
1.375% due 8/15/2050
180
0%
2
4.35% Global Notes due 2045*
AT&T Inc.
00206RBK7 / U04644AE7
$1,896.1
1.375% due 8/15/2050
170
0%
3
4.30% Global Notes due 2042*
AT&T Inc.
00206RBH4 / 00206RBG6
$1,956.1
1.375% due 8/15/2050
160
0%
4
(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 2057 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.
*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 (ii) exchange (the “Pool 2 Offer” and, together with the
Pool 1 Offer, the “Exchange Offers”) nine series of notes issued by
AT&T and certain of AT&T’s wholly-owned subsidiaries
(collectively, the “Pool 2 Notes” and, together with the Pool 1
Notes, the “Old Notes”) for a combination of cash and a new series
of AT&T’s senior notes to be due in 2033 (the “New 2033 Notes”
and, together with the New 2057 Notes, the “New 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 2033 Notes in an amount
not exceeding $2,500,000,000 (the “2033 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
7 1/8% Debentures due March 15,
2026**+
Pacific Bell Telephone Company(4)(5)
694032AT0
$223.0
0.250% due 10/31/2025
80
100%
1
4.125% Global Notes due 2026*
AT&T Inc.
00206RCT7
$2,650.0
0.250% due 10/31/2025
45
0%
2
3.875% Global Notes due 2026*
AT&T Inc.
00206RHT2
$541.1
0.250% due 10/31/2025
45
0%
3
2.950% Global Notes due 2026*
AT&T Inc.
00206RHV7
$707.3
0.250% due 10/31/2025
50
0%
4
6.55% Debentures due January 15, 2028+
Ameritech Capital Funding
Corporation(6)
030955AN8
$100.2
0.875% due 11/15/2030
85
55%
5
6 3/8% Debentures, due June 1, 2028
BellSouth Telecommunications, LLC(7)
079867AW7
$197.2
0.875% due 11/15/2030
90
40%
6
4.100% Global Notes due 2028*
AT&T Inc.
00206RGL0 / 00206RER9 /
U04644BB2
$2,449.0
0.875% due 11/15/2030
50
0%
7
4.250% Global Notes due 2027*
AT&T Inc.
00206RDQ2
$2,000.0
0.875% due 11/15/2030
35
0%
8
3.800% Global Notes due 2027*
AT&T Inc.
00206RHW5
$1,329.2
0.875% due 11/15/2030
35
0%
9
(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 2033 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.
(4) Pacific Bell Telephone Company was
formerly known as Pacific Bell.
(5) The 7 1/8% Debentures due March 15,
2026 are unconditionally and irrevocably guaranteed by
AT&T.
(6) The 6.55% Debentures due January 15,
2028 are unconditionally and irrevocably guaranteed by AT&T,
with the full amount payable by AT&T so long as all of the
outstanding shares of stock of this subsidiary are owned, directly
or indirectly, by AT&T. In the event AT&T sells, transfers
or otherwise disposes of any percentage of its stock ownership and
this subsidiary is no longer wholly-owned, then the guarantee will
expire immediately and AT&T will be released immediately from
any and all of its obligations.
(7) BellSouth Telecommunications, LLC
converted from BellSouth Telecommunications, Inc.
*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.
** Denotes a series of Old Notes, a
portion of which is held in physical certificated form (such
portion, the “Certificated Notes”) and is not held through The
Depositary Trust Company. Such Certificated Notes may only be
tendered in accordance with the terms and conditions of the
accompanying letter of transmittal. With respect to the
Certificated Notes, all references to the offering memorandum
herein shall also include the letter of transmittal.
+ Denotes a series of Notes with respect
to which, as a result of a prior consent solicitation and execution
of a supplemental indenture, substantially all restrictive
covenants, certain events of default and other provisions were
eliminated from the indenture governing this series.
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 November 17, 2020, and the related letter of transmittal. The
offering memorandum, letter of transmittal, eligibility
certification and Canadian beneficial holder form can be accessed
at the following link: https://gbsc-usa.com/eligibility/att.
AT&T reserves the right, in its sole discretion, to increase
the 2057 Notes Cap and/or the 2033 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 2057 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 2033 Notes being
issued in the Pool 2 Offer, (iii) as of 11:00 a.m. New York City
time on December 2, 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 our reasonable
determination, in the New Notes and such Old Notes not being
treated as “substantially different” under ASC 470-50 and (iv) with
respect to any Old Notes validly tendered pursuant to either
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 December 1, 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 December 15, 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 December 1, 2020, (as may be extended 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 AT&T determines
that additional withdrawal rights are required by. Tenders
submitted in the Exchange Offers after the Withdrawal Deadline will
be irrevocable except in the limited circumstances where AT&T
determines that additional withdrawal rights are required by
law.
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 December 7, 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 December 17, 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 part II of the Luxembourg law dated July 10, 2005 on
prospectuses for securities, 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, letter of
transmittal, 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.
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, letter
of transmittal, 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, letter of transmittal, 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,
letter of transmittal, 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, letter of
transmittal, 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, letter of transmittal,
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/20201117006307/en/
For more information, contact: McCall Butler AT&T
Corporate and Financial Communications (470) 773-5704
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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