AT&T Inc. (NYSE: T)
(“AT&T”) announced today offers to purchase for cash (the
“Tender Offers”) any and all of the fifty-three series of
outstanding notes listed in the table below (collectively, the
“Notes”), on the terms and conditions set forth in the Offer to
Purchase dated November 18, 2019 (the “Offer to Purchase”) and the
accompanying Letter of Transmittal (the “Letter of Transmittal”).
The Notes were previously issued by wholly-owned subsidiaries of
AT&T, as detailed below.
The Tender Offers will expire at 11:59 p.m., New York City time,
on December 16, 2019, unless extended or earlier terminated by
AT&T (the “Expiration Date”). Tenders of Notes submitted may be
validly withdrawn at any time at or prior to the Expiration Date,
but thereafter will be irrevocable, except in certain limited
circumstances where additional withdrawal rights are required by
law (the “Withdrawal Deadline”). The “Settlement Date” will be
promptly following the Expiration Date and is expected to be
December 19, 2019.
Title of Notes
Issuer
Principal
Amount
Outstanding
CUSIP
Number(s)
Reference U.S.
Treasury Security
Bloomberg
Reference
Page
Fixed
Spread
(Basis
Points)
Hypothetical
Total
Consideration(1)
7.85% Debentures due January 15,
2022
Michigan Bell Telephone
Company(2)
$102,800,000
594185AQ3
1.625% due 11/15/2022
PX1
45
$1,116.87
4.00% Notes due 2022+
Time Warner(3)
$77,900,000
887317AN5
1.625% due 11/15/2022
PX1
45
$1,039.17
3.800% Senior Notes due 2022
DIRECTV Holdings LLC, DIRECTV
Financing Co., Inc.
$65,028,000
25459HBF1
1.625% due 11/15/2022
PX1
45
$1,037.88
3.40% Notes due 2022+
Time Warner(3)
$95,318,000
887317AQ8
1.625% due 11/15/2022
PX1
45
$1,032.37
9.15% Debentures due 2023+
Historic TW(4)
$115,871,000
887315AM1
1.500% due 10/31/2024
PX1
50
$1,210.32
4.05% Notes due 2023+
Time Warner(3)
$88,713,000
887317AR6
1.500% due 10/31/2024
PX1
65
$1,066.84
7.57% Debentures due 2024+
Historic TW(4)
$49,643,000
887315BH1
1.500% due 10/31/2024
PX1
65
$1,206.40
4.450% Senior Notes due 2024*
+
DIRECTV Holdings LLC, DIRECTV
Financing Co., Inc.
$42,036,000
25459HBL8
1.500% due 10/31/2024
PX1
65
$1,082.88
3.55% Notes due 2024* +
Time Warner(3)
$160,452,000
887317AV7
1.500% due 10/31/2024
PX1
70
$1,048.27
3.95% Senior Notes due 2025*
+
DIRECTV Holdings LLC, DIRECTV
Financing Co., Inc.
$38,659,000
25460CAA1
1.500% due 10/31/2024
PX1
80
$1,068.46
3.60% Notes due 2025* +
Time Warner(3)
$154,399,000
887317AW5
1.500% due 10/31/2024
PX1
85
$1,055.17
7% Debentures, due October 1,
2025
BellSouth Telecommunications,
LLC(5)
$105,567,000
079867AM9
1.500% due 10/31/2024
PX1
95
$1,235.58
6.85% Debentures due 2026
Historic TW(4)
$16,568,000
887315BB4
1.750% due 11/15/2029
PX1
80
$1,235.76
3.875% Notes due 2026* +
Time Warner(3)
$53,936,000
887317AZ8
1.750% due 11/15/2029
PX1
80
$1,067.15
7 1/8% Debentures due March 15,
2026(6) ** +
Pacific Bell Telephone
Company(2)(7)
$279,817,000
694032AT0
1.750% due 11/15/2029
PX1
80
$1,257.42
2.95% Notes due 2026* +
Time Warner(3)
$85,245,000
887317BA2
1.750% due 11/15/2029
PX1
90
$1,013.05
7.30% Debentures due August 15,
2026+
Indiana Bell Telephone Company,
Incorporated(2)
$28,063,000
454614AK4
1.750% due 11/15/2029
PX1
95
$1,273.28
6.04% Debentures, due November
15, 2026
BellSouth, LLC(8)
$4,295,000
079857AC2
1.750% due 11/15/2029
PX1
100
$1,200.46
3.80% Notes due 2027* +
Time Warner(3)
$93,503,000
887317BB0
1.750% due 11/15/2029
PX1
105
$1,057.63
6.875% Debentures due 2027
Ameritech Capital Funding
Corporation
$43,380,000
030955AJ7
1.750% due 11/15/2029
PX1
110
$1,274.42
6.55% Debentures due January 15,
2028+
Ameritech Capital Funding
Corporation(2)
$104,205,000
030955AN8
1.750% due 11/15/2029
PX1
110
$1,259.02
6.95% Debentures due 2028+
Historic TW(4)
$82,846,000
887315BM0
1.750% due 11/15/2029
PX1
110
$1,287.59
6 3/8% Debentures, due June 1,
2028
BellSouth Telecommunications,
LLC(5)
$215,798,000
079867AW7
1.750% due 11/15/2029
PX1
115
$1,252.45
6.500% Notes due 2029
AT&T Corp.
$120,939,000
001957AW9
1.750% due 11/15/2029
PX1
120
$1,278.30
6 5/8% Debentures due 2029+
Historic TW(4)
$96,046,000
887315BN8
1.750% due 11/15/2029
PX1
130
$1,283.38
7 7/8% Debentures due 2030+
BellSouth, LLC(8)
$121,479,000
079857AH1
1.750% due 11/15/2029
PX1
130
$1,410.66
8.750% Senior Notes due 2031
New Cingular Wireless Services,
Inc.(9)
$348,621,000
00209AAF3
1.750% due 11/15/2029
PX1
135
$1,522.05
7.625% Debentures due 2031+
Time Warner(3)
$193,988,000
00184AAC9
1.750% due 11/15/2029
PX1
135
$1,420.50
6 7/8% Notes due 2031+
BellSouth, LLC(10)
$125,832,000
079860AD4
1.750% due 11/15/2029
PX1
145
$1,350.60
8.750% Senior Notes due November
15, 2031(6) +
AT&T Corp.
$168,321,000
001957BD0
1.750% due 11/15/2029
PX1
145
$1,536.27
7.125% Senior Notes due 2031
AT&T Mobility LLC(11)
$190,000,000
17248RAJ5
1.750% due 11/15/2029
PX1
145
$1,379.32
7.700% Debentures due 2032+
Time Warner(3)
$153,445,000
00184AAG0
1.750% due 11/15/2029
PX1
145
$1,447.08
6.550% Notes due 2034+
BellSouth, LLC(10)
$157,011,000
079860AE2
1.750% due 11/15/2029
PX1
160
$1,354.72
6.00% Notes due 2034
BellSouth, LLC(10)
$227,344,000
079860AK8
1.750% due 11/15/2029
PX1
165
$1,291.92
8.30% Discount Debentures due
2036
Historic TW(4)
$157,766,000
887315AZ2
2.250% due 8/15/2049
PX1
125
$1,577.10
6.50% Debentures due 2036+
Time Warner(3)
$90,652,000
887317AD7
2.250% due 8/15/2049
PX1
135
$1,356.38
5.95% Debentures due January 15,
2038+
Ameritech Capital Funding
Corporation(2)
$3,549,000
030955AP3
2.250% due 8/15/2049
PX1
145
$1,286.09
6.350% Senior Notes due 2040+
DIRECTV Holdings LLC, DIRECTV
Financing Co., Inc.
$9,517,000
25459HAQ8
2.250% due 8/15/2049
PX1
190
$1,290.29
6.200% Debentures due 2040+
Time Warner(3)
$27,389,000
887317AE5
2.250% due 8/15/2049
PX1
190
$1,269.99
6.10% Debentures due 2040+
Time Warner(3)
$66,554,000
887317AH8
2.250% due 8/15/2049
PX1
190
$1,259.17
6.000% Senior Notes due 2040*
+
DIRECTV Holdings LLC, DIRECTV
Financing Co., Inc.
$15,947,000
25459HAX3
2.250% due 8/15/2049
PX1
190
$1,244.23
6.375% Senior Notes due 2041+
DIRECTV Holdings LLC, DIRECTV
Financing Co., Inc.
$15,874,000
25459HAZ8
2.250% due 8/15/2049
PX1
190
$1,302.40
6.25% Debentures due 2041+
Time Warner(3)
$73,554,000
887317AL9
2.250% due 8/15/2049
PX1
190
$1,285.62
5.375% Debentures due 2041+
Time Warner(3)
$52,683,000
887317AM7
2.250% due 8/15/2049
PX1
185
$1,173.87
5.150% Senior Notes due 2042+
DIRECTV Holdings LLC, DIRECTV
Financing Co., Inc.
$41,433,000
25459HBG9
2.250% due 8/15/2049
PX1
175
$1,159.39
4.90% Debentures due 2042+
Time Warner(3)
$105,495,000
887317AP0
2.250% due 8/15/2049
PX1
175
$1,123.89
5.35% Debentures due 2043+
Time Warner(3)
$62,026,000
887317AS4
2.250% due 8/15/2049
PX1
175
$1,197.44
4.65% Debentures due 2044* +
Time Warner(3)
$124,203,000
887317AU9
2.250% due 8/15/2049
PX1
175
$1,090.61
4.85% Debentures due 2045* +
Time Warner(3)
$104,269,000
887317AX3
2.250% due 8/15/2049
PX1
175
$1,124.37
5.85% Debentures due November 15,
2045
BellSouth Telecommunications,
LLC(5)
$52,482,000
079867AN7
2.250% due 8/15/2049
PX1
175
$1,286.15
7% Debentures, due December 1,
2095
BellSouth Telecommunications,
LLC(5)
$77,270,000
079867AP2
2.250% due 8/15/2049
PX1
250
$1,444.37
6.65% Zero-to-FullSM Debentures,
due December 15, 2095
BellSouth Telecommunications,
LLC(5)
$41,584,000
079867AS6
2.250% due 8/15/2049
PX1
250
$1,373.56
7.12% Debentures, due July 15,
2097+
BellSouth, LLC(8)
$55,682,000
079857AF5
2.250% due 8/15/2049
PX1
250
$1,469.62
________________________________________________________________________________________________
(1) Hypothetical consideration per $1,000 principal amount of Notes
validly tendered, and not validly withdrawn, and accepted for
purchase is based upon a hypothetical reference yield (as set forth
in the Offer to Purchase) determined as of 11:00 a.m., New York
City time, on November 15, 2019; excludes the accrued coupon
payment (as set forth in the Offer to Purchase); and assumes a
settlement date of December 19, 2019 for each series of Notes. The
reference yield used to determine actual consideration is expected
to be calculated on December 16, 2019. (2) The 7.85% Debentures due
January 15, 2022, the 7 1/8% Debentures due March 15, 2026, the
7.30% Debentures due August 15, 2026, the 6.55% Debentures due
January 15, 2028 and the 5.95% Debentures due January 15, 2038 are
unconditionally and irrevocably guaranteed by AT&T, with the
full amount payable by specified subsidiaries so long as all of the
outstanding shares of stock of the 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 of a
subsidiary and such 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. The subsidiaries
named in this guarantee are Southwestern Bell Telephone Company,
Pacific Bell Telephone Company, The Southern New England Telephone
Company, Southern New England Telecommunications Corporation,
Ameritech Capital Funding Corporation, The Ohio Bell Telephone
Company, Wisconsin Bell, Inc., Michigan Bell Telephone Company,
Indiana Bell Telephone Company Inc., and Illinois Bell Telephone
Company. (3) References to Time Warner refer to Warner Media, LLC,
the successor in interest to Time Warner Inc. (4) References to
Historic TW refer to Historic TW Inc., the successor in interest to
Time Warner Companies Inc. (5) BellSouth Telecommunications, LLC
converted from BellSouth Telecommunications, Inc. (6) The 7 1/8%
Debentures due March 15, 2026 and the 8.750% Senior Notes due
November 15, 2031 (with an initial interest rate of 8.000%) are
fully, unconditionally and irrevocably guaranteed by AT&T. (7)
Pacific Bell Telephone Company was formerly known as Pacific Bell.
(8) The 6.04% Debentures, due November 15, 2026, the 7 7/8%
Debentures due 2030 and the 7.12% Debentures, due July 15, 2097,
were originally issued by BellSouth Capital Funding Corporation,
which subsequently merged with and into BellSouth Corporation,
which subsequently converted to BellSouth, LLC. (9) New Cingular
Wireless Services, Inc. was formerly known as AT&T Wireless
Services, Inc. (10) The 6 7/8% Notes due 2031, the 6.550% Notes due
2034 and the 6.00% Notes due 2034 were originally issued by
BellSouth Corporation, which subsequently converted to BellSouth,
LLC. (11) AT&T Mobility LLC was formerly known as Cingular
Wireless LLC.
* 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. **
Denotes a series of Notes, a portion of which is held in physical
certificated form and is not held through The Depositary Trust
Company. + Denotes a series of Notes with respect to which, as a
result of a prior consent solicitation on this series, requisite
consent was received and a supplemental indenture was executed,
eliminating substantially all restrictive covenants and certain
events of default and other provisions of the indenture governing
this series.
Upon the terms and subject to the conditions set forth in the
Offer to Purchase and the Letter of Transmittal, holders who
validly tender at or prior to the Expiration Date and who do not
validly withdraw Notes at or prior to the Withdrawal Deadline,
subject in each case to the tender in the applicable minimum
denominations, and whose Notes are accepted for purchase by
AT&T, will receive the applicable Total Consideration specified
below.
The Total Consideration for each $1,000 principal amount of a
series of Notes that is validly tendered and accepted for purchase,
and not validly withdrawn (and subject to the applicable minimum
denominations), will be determined by reference to the applicable
fixed spread specified in the Offer to Purchase over the applicable
reference yield based on the bid-side price of the applicable U.S.
Treasury Security.
In addition to the applicable Total Consideration, holders whose
Notes are accepted for purchase will be paid accrued and unpaid
interest on such Notes to, but not including, the Settlement Date.
Interest will cease to accrue on the Settlement Date for all Notes
accepted. No further interest will be paid to the holders who
tender such Notes, including if a record date for an interest
payment on such Notes has passed before the Settlement Date.
AT&T has agreed to pay a fee equal to $1.00 for each $1,000
principal amount of each series of Notes validly tendered, and not
validly withdrawn, and accepted for purchase pursuant to the Tender
Offers to soliciting registered brokers and dealers in the United
States that are appropriately designated by their clients to
receive this fee; provided that such fee will only be paid with
respect to the first $500,000 aggregate principal amount of each
series of Notes tendered by an individual holder. Such soliciting
broker fee will be paid pursuant to the terms and conditions of the
Offer to Purchase.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold 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, where revocation
is permitted, timely revoke their instruction to participate in the
Tender Offers. 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
Offer to Purchase and the Letter of Transmittal.
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 are being made solely by the Offer to Purchase and the
related Letter of Transmittal 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.
Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC
are acting as the Joint-Lead Dealer Managers for the Tender Offers.
For additional information regarding the terms of the offer, please
contact Deutsche Bank Securities Inc. at (866) 627-0391 (toll free)
or (212) 250-2955 (collect) or Goldman Sachs & Co. LLC at (800)
828-3182 (toll free) or (212) 902-6351 (collect). Global Bondholder
Services Corporation will act as the tender agent and information
agent for the Tender Offers. Questions or requests for assistance
related to the Tender Offers or for additional copies of the Offer
to Purchase or Letter of Transmittal 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 Tender Offers. The Offer to Purchase and the Letter
of Transmittal can be accessed at the following link:
http://gbsc-usa.com/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/20191118005894/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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