AT&T Inc. (NYSE: T) (“AT&T”) announced today the
expiration of its offers to purchase for cash (i) 54 series of
outstanding Notes listed in the table below under “Higher Coupon
Offers” and (ii) 9 series of outstanding Notes listed in the table
below under “Discount Offers” (collectively, the “Notes”) and that
it has amended the Offers to Purchase (as defined below) by
increasing the Maximum Purchase Consideration for the Higher Coupon
Offers from $5.0 billion to $5.5 billion and for the Discount
Offers from $3.0 billion to $3.2 billion. The Offers described
herein were made on the terms and conditions set forth in the
Offers to Purchase, dated May 16, 2022 (the “Offers to Purchase”),
the Letter of Transmittal and the related Notices of Guaranteed
Delivery (together with the Offers to Purchase and the Letter of
Transmittal, the “Tender Offer Documents”). Capitalized terms used
but not defined in this announcement have the meanings given to
them in the Offers to Purchase.
The Offers to Purchase expired at 5:00 p.m., New York City time,
on May 20, 2022 (the “Expiration Date”). The settlement date for
the Offers will be May 26, 2022 (the “Settlement Date”).
HIGHER COUPON OFFERS
According to information provided by Global Bondholder Services
Corporation, $14,723,973,000 combined aggregate principal amount of
the applicable Notes were validly tendered in connection with the
Higher Coupon Offers prior to or at the Expiration Date and not
validly withdrawn. In addition, $95,472,000 combined aggregate
principal amount of the applicable Notes were tendered pursuant to
the Guaranteed Delivery Procedures (as defined in the Higher Coupon
Offer to Purchase) and remain subject to the Holders’ performance
of the delivery requirements under such procedures. The table below
provides certain information about the Higher Coupon Offers,
including the aggregate principal amount of each series of Notes
validly tendered and not validly withdrawn prior to the Expiration
Date and the aggregate principal amount of Notes reflected in
Notices of Guaranteed Delivery delivered at or prior to the
Expiration Date.
Overall, AT&T plans to accept for purchase $4,788,384,000
combined aggregate principal amount of Notes under the Higher
Coupon Offers (excluding Notes delivered pursuant to the Guaranteed
Delivery Procedures). The Maximum Purchase Condition (after giving
effect to the increase described above) has been satisfied with
respect to the Higher Coupon Offers in respect of the series of
Notes with Acceptance Priority Levels of 1-40. Accordingly,
AT&T plans to accept for purchase all Notes of those series
that have been validly tendered and not validly withdrawn at or
prior to the Expiration Date. AT&T will not accept any Notes
with Acceptance Priority Levels 41-54 (as indicated in the table
below) and will promptly return all validly tendered Notes of such
series to the respective tendering Holders.
Acceptance Priority
Level
Title of Notes
Issuer
Principal Amount Outstanding
(in millions)
CUSIP Number
Principal Amount
Tendered(1)
Aggregate Principal Amount
Validly Tendered as of the Expiration Date that AT&T Plans to
Accept(1)
Principal Amount Reflected in
Notices of Guaranteed Delivery
1
8.750% Senior Notes due 2031*
New Cingular Wireless Services,
Inc.(2)
$258
00209AAF3 / U0027MAC1
$29,513,000
$29,513,000
-
2
8.750% Global Notes due 2031
AT&T Inc.
$216
00206RGV8
$42,752,000
$42,752,000
$10,000
3
8.750% Global Notes due 2031
AT&T Inc.(3)
$218
00206RGU0
$158,353,000
$158,353,000
-
4
7.875% Global Notes due 2030
AT&T Inc.
$202
00206RGR7
$32,541,000
$32,541,000
$250,000
5
7 1/8% Debentures due 2026*+
Pacific Bell Telephone
Company(4)(5)
$219
694032AT0
$15,678,000
$15,678,000
-
6
7.125% Global Notes due 2026
AT&T Inc.
$257
00206RGH9
$21,080,000
$21,080,000
-
7
7.625% Global Notes due 2031*
AT&T Inc.
$188
00206RHZ8
$64,730,000
$64,730,000
-
8
7.700% Global Notes due 2032*
AT&T Inc.
$157
00206RJA1
$10,000
$10,000
-
9
7.125% Senior Notes due 2031*
AT&T Mobility LLC(6)
$151
17248RAJ5
$59,624,000
$59,624,000
-
10
6.875% Global Notes due 2031
AT&T Inc.
$169
00206RGS5
$61,242,000
$61,242,000
-
11
6.625% Global Notes due 2029*
AT&T Inc.
$190
00206RHY1
$9,166,000
$9,166,000
-
12
Thirty Year 6 3/8% Debentures due
2028*
BellSouth Telecommunications,
LLC(7)
$177
079867AW7
$10,372,000
$10,372,000
$10,000
13
6.500% Global Notes due 2036*
AT&T Inc.
$156
00206RJC7
$31,318,000
$31,318,000
-
14
6.450% Global Notes due 2034
AT&T Inc.(8)
$253
78387GAM5
$86,572,000
$86,572,000
-
15
6.550% Global Notes due 2039
AT&T Inc.
$443
00206RAS1
$76,778,000
$76,778,000
$201,000
16
6.500% Global Notes due 2037
AT&T Inc.
$239
00206RAD4
$130,862,000
$130,862,000
$54,000
17
6.400% Global Notes due 2038
AT&T Inc.
$165
00206RAN2
$24,887,000
$24,887,000
$2,441,000
18
6.350% Global Notes due 2040
AT&T Inc.
$158
00206RDE9
$79,786,000
$79,786,000
-
19
6.200% Global Notes due 2040*
AT&T Inc.
$265
00206RJD5
$61,972,000
$61,972,000
-
20
6.150% Global Notes due 2034
AT&T Inc.(8)
$356
78387GAQ6
$100,563,000
$100,563,000
$454,000
21
6.000% Notes due 2034*
BellSouth, LLC(9)
$198
079860AK8
$6,786,000
$6,786,000
$55,000
22
6.100% Global Notes due 2040*
AT&T Inc.
$248
00206RJE3
$34,015,000
$34,015,000
-
23
6.250% Global Notes due 2041*
AT&T Inc.
$330
00206RJF0
$36,200,000
$36,200,000
$674,000
24
6.300% Global Notes due 2038
AT&T Inc.
$749
00206RAG7
$222,471,000
$222,471,000
$26,000
25
6.000% Global Notes due 2040
AT&T Inc.
$471
00206RDF6
$70,372,000
$70,372,000
$177,000
26
6.375% Global Notes due 2041
AT&T Inc.
$604
00206RDG4
$297,158,000
$297,158,000
$5,413,000
27
5.350% Global Notes due 2043*
AT&T Inc.
$191
00206RJJ2
$20,571,000
$20,571,000
$5,000
28
5.375% Global Notes due 2041*
AT&T Inc.
$187
00206RJG8
$46,796,000
$46,796,000
-
29
5.550% Global Notes due 2041
AT&T Inc.
$676
00206RBA9
$134,955,000
$134,955,000
$939,000
30
5.700% Global Notes due 2057
AT&T Inc.
$485
00206RDT6
$159,725,000
$159,725,000
$153,000
31
5.300% Global Notes due 2058
AT&T Inc.
$182
00206RFS6 / U04644CG0
$9,052,000
$9,052,000
-
32
5.350% Global Notes due 2040*
AT&T Inc.
$1,069
04650NAB0 / U9475PAA6
$416,207,000
$416,207,000
$39,270,000
33
5.650% Global Notes due 2047
AT&T Inc.
$959
00206RCU4
$153,235,000
$153,235,000
$451,000
34
5.450% Global Notes due 2047
AT&T Inc.
$749
00206RDS8
$217,999,000
$217,999,000
$520,000
35
5.150% Global Notes due 2042
AT&T Inc.
$590
00206RDH2
$271,674,000
$271,674,000
$10,627,000
36
4.850% Global Notes due 2045*
AT&T Inc.
$401
00206RJL7
$90,108,000
$90,108,000
$2,667,000
37
5.250% Global Notes due 2037
AT&T Inc.
$1,794
00206RDR0
$738,239,000
$738,239,000
$2,704,000
38
4.800% Global Notes due 2044
AT&T Inc.
$607
00206RCG5
$151,764,000
$151,764,000
$101,000
39
4.900% Global Notes due 2042*
AT&T Inc.
$394
00206RJH6
$259,862,000
$259,862,000
$935,000
40
5.150% Global Notes due 2050
AT&T Inc.
$941
00206RFU1
$353,396,000
$353,396,000
$5,985,000
41
5.150% Global Notes due 2046
AT&T Inc.
$743
00206RHA3 / 00206RFM9 /
U04644BX4
$258,982,000
-
$1,009,000
42
4.650% Global Notes due 2044*
AT&T Inc.
$471
00206RJK9
$279,480,000
-
$119,000
43
4.900% Global Notes due 2037
AT&T Inc.
$683
00206RFW7
$544,102,000
-
$1,942,000
44
4.850% Global Notes due 2039
AT&T Inc.
$956
00206RHK1
$507,484,000
-
$200,000
45
4.550% Global Notes due 2049
AT&T Inc.
$931
00206RDM1 / 00206RDK5
$314,832,000
-
$965,000
46
4.750% Global Notes due 2046
AT&T Inc.
$1,872
00206RCQ3
$621,722,000
-
$727,000
47
4.350% Global Notes due 2045*
AT&T Inc.
$1,115
00206RBK7
$322,236,000
-
$840,000
48
4.500% Global Notes due 2048
AT&T Inc.
$1,734
00206RDL3 /
00206RDJ8
$469,133,000
-
$10,100,000
49
4.300% Global Notes due 2042*
AT&T Inc.
$1,297
00206RBH4
$337,783,000
-
$72,000
50
4.500% Global Notes due 2035
AT&T Inc.
$2,500
00206RCP5
$1,295,806,000
-
-
51
4.350% Global Notes due 2029
AT&T Inc.
$3,000
00206RHJ4
$1,732,283,000
-
$2,323,000
52
4.300% Global Notes due 2030
AT&T Inc.
$3,156
00206RES7 /
00206RGQ9 /
U04644BC0
$1,721,797,000
-
$1,624,000
53
4.250% Global Notes due 2027
AT&T Inc.
$1,490
00206RDQ2
$564,985,000
-
$1,106,000
54
4.100% Global Notes due 2028
AT&T Inc.
$1,732
00206RGL0 / 00206RER9 /
U04644BB2
$964,964,000
-
$323,000
(1) The amounts exclude the principal
amounts of Notes for which Holders have complied with certain
procedures applicable to guaranteed delivery pursuant to the
Guaranteed Delivery Procedures. Such amounts remain subject to the
Guaranteed Delivery Procedures. Notes tendered pursuant to the
Guaranteed Delivery Procedures are required to be tendered at or
prior to 5:00 p.m., New York City time, on May 24, 2022.
(2) New Cingular Wireless Services, Inc.
was formerly known as AT&T Wireless Services, Inc.
(3) The initial interest rate on the
8.750% Global Notes due 2031 was 8.250%.
(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) AT&T Mobility LLC was formerly
known as Cingular Wireless LLC.
(7) BellSouth Telecommunications, LLC
converted from BellSouth Telecommunications, Inc.
(8) AT&T Inc. was formerly known as
SBC Communications Inc.
(9) The 6.00% Notes due 2034 were
originally issued by BellSouth Corporation, which subsequently
converted to BellSouth, LLC.
* Denotes a series of Notes with minimum
authorized denominations of $1,000. All other series of Notes have
a minimum authorized denomination of $2,000. Each series of Notes
has an integral multiple in excess of the minimum authorized
denomination of $1,000.
+ Denotes a series of 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 (“DTC”). 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 Offer to Purchase herein shall also include the
Letter of Transmittal.
For Holders who delivered a Notice of Guaranteed Delivery and
all other required documentation at or prior to the Expiration
Date, upon the terms and subject to the conditions set forth in the
applicable Tender Offer Documents, the deadline to validly tender
Notes using the Guaranteed Delivery Procedures will be 5:00 p.m.
(New York City time) on May 24, 2022.
Upon the terms and subject to the conditions set forth in the
applicable Tender Offer Documents, Holders whose Notes have been
accepted for purchase in the Higher Coupon Offers will receive the
applicable Total Consideration (the “Higher Coupon Total
Consideration”) for each $1,000 principal amount of such Notes in
cash on the Settlement Date. In addition to the Higher Coupon Total
Consideration, Holders whose Notes are accepted for purchase will
receive a cash payment equal to the Accrued Coupon Payment,
representing accrued and unpaid interest on such Notes from and
including the immediately preceding interest payment date for such
Notes to, but excluding, the Settlement Date. Interest will cease
to accrue on the Settlement Date for all Notes accepted in the
Higher Coupon Offers, including those tendered through the
Guaranteed Delivery Procedures.
DISCOUNT OFFERS
According to information provided by Global Bondholder Services
Corporation, $11,608,697,000 combined aggregate principal amount of
the applicable Notes were validly tendered in connection with the
Discount Offers prior to or at the Expiration Date and not validly
withdrawn. In addition, $194,594,000 combined aggregate principal
amount of the applicable Notes were tendered pursuant to the
Guaranteed Delivery Procedures (as defined in the Discount Offer to
Purchase) and remain subject to the Holders’ performance of the
delivery requirements under such procedures. The table below
provides certain information about the Discount Offers, including
the aggregate principal amount of each series of Notes validly
tendered and not validly withdrawn prior to the Expiration Date and
the aggregate principal amount of Notes reflected in Notices of
Guaranteed Delivery delivered at or prior to the Expiration
Date.
Overall, AT&T plans to accept for purchase $3,966,253,000
combined aggregate principal amount of Notes under the Discount
Offers (excluding Notes delivered pursuant to the Guaranteed
Delivery Procedures). The Maximum Purchase Condition (after giving
effect to the increase described above) has been satisfied with
respect to the Discount Offers in respect of the series of Notes
with Acceptance Priority Levels of 1-3. Accordingly, AT&T plans
to accept for purchase all Notes of those series that have been
validly tendered and not validly withdrawn at or prior to the
Expiration Date. AT&T will not accept any Notes with Acceptance
Priority Levels 4-9 (as indicated in the table below) and will
promptly return all validly tendered Notes of such series to the
respective tendering Holders.
Acceptance Priority
Level
Title of Notes
Issuer
Principal Amount Outstanding
(in millions)
CUSIP Number
Principal Amount
Tendered(1)
Aggregate Principal Amount
Validly Tendered as of the Expiration Date that AT&T Plans to
Accept(1)
Principal Amount Reflected in
Notices of Guaranteed Delivery
1
3.500% Global Notes due 2061
AT&T Inc.
$1,500
00206RKF8
$851,575,000
$851,575,000
$9,322,000
2
3.300% Global Notes due 2052
AT&T Inc.
$2,250
00206RKE1
$1,264,677,000
$1,264,677,000
$70,180,000
3
3.100% Global Notes due 2043
AT&T Inc.
$2,500
00206RKD3
$1,850,001,000
$1,850,001,000
$19,455,000
4
3.850% Global Notes due 2060
AT&T Inc.
$1,500
00206RKB7
$923,482,000
-
$5,596,000
5
3.650% Global Notes due 2051
AT&T Inc.
$3,000
00206RKA9
$1,561,738,000
-
$37,106,000
6
3.500% Global Notes due 2041
AT&T Inc.
$2,500
00206RJZ6
$1,715,917,000
-
$6,286,000
7
2.250% Global Notes due 2032
AT&T Inc.
$2,500
00206RKH4
$1,271,682,000
-
$33,204,000
8
1.650% Global Notes due 2028
AT&T Inc.
$2,250
00206RKG6
$939,303,000
-
$7,702,000
9
2.300% Global Notes due 2027
AT&T Inc.
$2,500
00206RJX1
$1,230,322,000
-
$5,743,000
(1) The amounts exclude the principal
amounts of Notes for which Holders have complied with certain
procedures applicable to guaranteed delivery pursuant to the
Guaranteed Delivery Procedures. Such amounts remain subject to the
Guaranteed Delivery Procedures. Notes tendered pursuant to the
Guaranteed Delivery Procedures are required to be tendered at or
prior to 5:00 p.m., New York City time, on May 24, 2022.
For Holders who delivered a Notice of Guaranteed Delivery and
all other required documentation at or prior to the Expiration
Date, upon the terms and subject to the conditions set forth in the
applicable Tender Offer Documents, the deadline to validly tender
Notes using the Guaranteed Delivery Procedures will be 5:00 p.m.
(New York City time) on May 24, 2022.
Upon the terms and subject to the conditions set forth in the
applicable Tender Offer Documents, Holders whose Notes have been
accepted for purchase in the Discount Offers will receive the
applicable Total Consideration (the “Discount Offers Total
Consideration”) for each $1,000 principal amount of such Notes in
cash on the Settlement Date. In addition to the Discount Offers
Total Consideration, Holders whose Notes are accepted for purchase
will receive a cash payment equal to the Accrued Coupon Payment,
representing accrued and unpaid interest on such Notes from and
including the immediately preceding interest payment date for such
Notes to, but excluding, the Settlement Date. Interest will cease
to accrue on the Settlement Date for all Notes accepted in the
Discount Offers, including those tendered through the Guaranteed
Delivery Procedures.
Deutsche Bank Securities Inc., TD Securities, Goldman Sachs
& Co. LLC and Citigroup are acting as the Joint-Lead Dealer
Managers for the tender offers. For additional information
regarding the terms of the offers, please contact Deutsche Bank
Securities Inc. at (866) 627-0391 (toll free) or (212) 250-2955
(collect), TD Securities at (866) 627-0391 (toll free) or (212)
250-2955 (collect), Goldman Sachs & Co. LLC at (800) 828-3182
(toll free) or (212) 357-1452 (collect) or Citigroup at (800)
558-3745 (toll free) or (212) 723-6106 (collect). Global Bondholder
Services Corporation is acting 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 Offers
to Purchase, the Letter of Transmittal or related Notices of
Guaranteed Delivery may be directed to Global Bondholder Services
Corporation at (855) 654-2014 (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 Offers to Purchase, the Letter of Transmittal
and the Notices of Guaranteed Delivery can be accessed at the
following link: https://gbsc-usa.com/registration/att.
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 described herein were made solely by the applicable Offer to
Purchase, the Letter of Transmittal and any related Notice of
Guaranteed Delivery and only to such persons and in such
jurisdictions as is permitted under applicable law.
Neither the communication of this press release, the applicable
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 Offers 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 (such persons together being
“relevant persons”). This press release and the Offers to Purchase
are only available to relevant persons and the transactions
contemplated herein will be available only to, or engaged in only
with relevant persons, and must not be relied or acted upon by
persons other than relevant persons.
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 Offers 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/20220522005078/en/
McCall Butler AT&T Corporate Communications Phone:
404-626-5652 Email: mb8191@att.com
For holders of Notes, contact: Global Bondholder Services
Corporation Phone: (855) 654-2014 (toll free) (212) 430-3774
(collect)
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