AT&T Inc. (NYSE: T)
announced today the expiration of its fifty-three offers to
purchase for cash any and all of the outstanding notes listed in
the table below (collectively, the “Notes”). The offers were made
on the terms and conditions set forth in the offer to purchase
dated November 18, 2019 and the accompanying letter of
transmittal.
The offers expired at 11:59 p.m., New York City time, on
December 16, 2019. The settlement date is expected to be December
19, 2019. AT&T expects to accept all of the Notes validly
tendered and not validly withdrawn. Holders will receive the
applicable Total Consideration (as defined in the offer to
purchase) and accrued and unpaid interest from the last interest
payment date for the Notes to, but not including, the settlement
date.
The table below provides the aggregate principal amount of each
series of Notes validly tendered and not validly withdrawn at or
prior to the expiration date and the aggregate principal amount of
each series of Notes that will be outstanding following the
settlement date.
Title of Notes
Issuer
Principal Amount Outstanding
as of the Expiration Date
CUSIP Number
Aggregate Principal Amount
Validly Tendered as of the Expiration Date that AT&T plans to
accept(1)
Principal Amount Outstanding
Immediately After the Settlement Date
7.85% Debentures due January 15, 2022
Michigan Bell Telephone Company(2)
$102,800,000
594185AQ3
$21,410,000
$81,390,000
4.00% Notes due 2022+
Time Warner(3)
$77,900,000
887317AN5
$15,320,000
$62,580,000
3.800% Senior Notes due 2022
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$65,028,000
25459HBF1
$4,689,000
$60,339,000
3.40% Notes due 2022+
Time Warner(3)
$95,318,000
887317AQ8
$32,135,000
$63,183,000
9.15% Debentures due 2023+
Historic TW(4)
$115,871,000
887315AM1
$9,493,000
$106,378,000
4.05% Notes due 2023+
Time Warner(3)
$88,713,000
887317AR6
$6,486,000
$82,227,000
7.57% Debentures due 2024+
Historic TW(4)
$49,643,000
887315BH1
$8,742,000
$40,901,000
4.450% Senior Notes due 2024* +
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$42,036,000
25459HBL8
$6,739,000
$35,297,000
3.55% Notes due 2024* +
Time Warner(3)
$160,452,000
887317AV7
$98,718,000
$61,734,000
3.95% Senior Notes due 2025* +
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$38,659,000
25460CAA1
$16,882,000
$21,777,000
3.60% Notes due 2025* +
Time Warner(3)
$154,399,000
887317AW5
$25,214,000
$129,185,000
7% Debentures, due October 1, 2025
BellSouth Telecommunications, LLC(5)
$105,567,000
079867AM9
$5,702,000
$99,865,000
6.85% Debentures due 2026
Historic TW(4)
$16,568,000
887315BB4
$11,000
$16,557,000
3.875% Notes due 2026* +
Time Warner(3)
$53,936,000
887317AZ8
$24,397,000
$29,539,000
7 1/8% Debentures due March 15, 2026(6) **
+
Pacific Bell Telephone Company(2)(7)
$279,817,000
694032AT0
$56,860,000
$222,957,000
2.95% Notes due 2026* +
Time Warner(3)
$85,245,000
887317BA2
$42,091,000
$43,154,000
7.30% Debentures due August 15, 2026+
Indiana Bell Telephone Company,
Incorporated(2)
$28,063,000
454614AK4
$1,873,000
$26,190,000
6.04% Debentures, due November 15,
2026
BellSouth, LLC(8)
$4,295,000
079857AC2
$2,169,000
$2,126,000
3.80% Notes due 2027* +
Time Warner(3)
$93,503,000
887317BB0
$39,402,000
$54,101,000
6.875% Debentures due 2027
Ameritech Capital Funding Corporation
$43,380,000
030955AJ7
$7,544,000
$35,836,000
6.55% Debentures due January 15, 2028+
Ameritech Capital Funding
Corporation(2)
$104,205,000
030955AN8
$3,957,000
$100,248,000
6.95% Debentures due 2028+
Historic TW(4)
$82,846,000
887315BM0
$16,286,000
$66,560,000
6 3/8% Debentures, due June 1, 2028
BellSouth Telecommunications, LLC(5)
$215,798,000
079867AW7
$18,607,000
$197,191,000
6.500% Notes due 2029
AT&T Corp.
$120,939,000
001957AW9
$5,615,000
$115,324,000
6 5/8% Debentures due 2029+
Historic TW(4)
$96,046,000
887315BN8
$33,731,000
$62,315,000
7 7/8% Debentures due 2030+
BellSouth, LLC(8)
$121,479,000
079857AH1
$72,744,000
$48,735,000
8.750% Senior Notes due 2031
New Cingular Wireless Services,
Inc.(9)
$348,621,000
00209AAF3
$73,679,000
$274,942,000
7.625% Debentures due 2031+
Time Warner(3)
$193,988,000
00184AAC9
$38,522,000
$155,466,000
6 7/8% Notes due 2031+
BellSouth, LLC(10)
$125,832,000
079860AD4
$12,075,000
$113,757,000
8.750% Senior Notes due November 15,
2031(6) +
AT&T Corp.
$168,321,000
001957BD0
$59,254,000
$109,067,000
7.125% Senior Notes due 2031
AT&T Mobility LLC(11)
$190,000,000
17248RAJ5
$38,598,000
$151,402,000
7.700% Debentures due 2032+
Time Warner(3)
$153,445,000
00184AAG0
$14,394,000
$139,051,000
6.550% Notes due 2034+
BellSouth, LLC(10)
$157,011,000
079860AE2
$9,602,000
$147,409,000
6.00% Notes due 2034
BellSouth, LLC(10)
$227,344,000
079860AK8
$26,289,000
$201,055,000
8.30% Discount Debentures due 2036
Historic TW(4)
$157,766,000
887315AZ2
$1,759,000
$156,007,000
6.50% Debentures due 2036+
Time Warner(3)
$90,652,000
887317AD7
$75,156,000
$15,496,000
5.95% Debentures due January 15, 2038+
Ameritech Capital Funding
Corporation(2)
$3,549,000
030955AP3
$337,000
$3,212,000
6.350% Senior Notes due 2040+
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$9,517,000
25459HAQ8
$1,859,000
$7,658,000
6.200% Debentures due 2040+
Time Warner(3)
$27,389,000
887317AE5
$3,584,000
$23,805,000
6.10% Debentures due 2040+
Time Warner(3)
$66,554,000
887317AH8
$27,693,000
$38,861,000
6.000% Senior Notes due 2040* +
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$15,947,000
25459HAX3
$6,479,000
$9,468,000
6.375% Senior Notes due 2041+
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$15,874,000
25459HAZ8
$10,694,000
$5,180,000
6.25% Debentures due 2041+
Time Warner(3)
$73,554,000
887317AL9
$5,401,000
$68,153,000
5.375% Debentures due 2041+
Time Warner(3)
$52,683,000
887317AM7
$39,500,000
$13,183,000
5.150% Senior Notes due 2042+
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$41,433,000
25459HBG9
$23,141,000
$18,292,000
4.90% Debentures due 2042+
Time Warner(3)
$105,495,000
887317AP0
$84,280,000
$21,215,000
5.35% Debentures due 2043+
Time Warner(3)
$62,026,000
887317AS4
$30,133,000
$31,893,000
4.65% Debentures due 2044* +
Time Warner(3)
$124,203,000
887317AU9
$111,386,000
$12,817,000
4.85% Debentures due 2045* +
Time Warner(3)
$104,269,000
887317AX3
$87,252,000
$17,017,000
5.85% Debentures due November 15, 2045
BellSouth Telecommunications, LLC(5)
$52,482,000
079867AN7
$12,685,000
$39,797,000
7% Debentures, due December 1, 2095
BellSouth Telecommunications, LLC(5)
$77,270,000
079867AP2
$721,000
$76,549,000
6.65% Zero-to-FullSM Debentures, due
December 15, 2095
BellSouth Telecommunications, LLC(5)
$41,584,000
079867AS6
$27,313,000
$14,271,000
7.12% Debentures, due July 15, 2097+
BellSouth, LLC(8)
$55,682,000
079857AF5
$10,637,000
$45,045,000
________________________________________________________________________________________________
(1) Reflects the aggregate principal amount of each series of
Notes that have been validly tendered and not validly withdrawn as
of the expiration date that AT&T expects to accept, based on
information provided by the tender agent to AT&T. (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 has been 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.
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 were 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.
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/20191217005783/en/
For more information, contact: Erin McGrath AT&T
Corporate and Financial Communications Phone: (214)-862-0651 Email:
EM3380@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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