AT&T Inc. (NYSE: T)
(“AT&T”) announced today the early tender results of its two
pools of Exchange Offers and the upsizing of such Exchange Offers,
each as detailed below. In connection with this upsizing, AT&T
has amended the terms of the Exchange Offers to increase the
maximum aggregate principal amount of New Notes that will be issued
in the Exchange Offers. Except as described in this press release,
the terms and conditions of the Exchange Offers, as described in
the offering memorandum, dated November 17, 2020, and the related
letter of transmittal (the “Exchange Offers”), remain
unchanged.
The withdrawal deadline for the Exchange Offers occurred at 5:00
p.m. New York City time on December 1, 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Old Notes may no longer be withdrawn, except in certain limited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 pricing of the New Notes will occur at 11:00 a.m., New York
City time, on December 2, 2020.
The settlement date for Old Notes validly tendered and not
validly withdrawn at or prior to 5:00 p.m., New York City time, on
December 1, 2020 is expected to be December 7, 2020. 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.
AT&T has offered 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 the table below. The
aggregate principal amount of Pool 1 Notes that are accepted for
exchange will result in the issuance of New 2057 Notes in an amount
sufficient to enable AT&T to accept all of the Pool 1 Notes
validly tendered and not validly withdrawn at or prior to 5:00
p.m., New York City time, on December 1, 2020 (as increased, the
“2057 Notes Cap”);
Title of Security
Issuer
CUSIP Number(s)
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount
Tendered(1)
Pool 1 Notes
4.800% Global Notes due 2044*
AT&T Inc.
00206RCG5
$1,749,873,000
1
$1,142,898,000
4.500% Global Notes due 2048*
AT&T Inc.
00206RDL3 / 00206RDJ8
$4,176,443,000
2
$2,441,951,000
4.35% Global Notes due 2045*
AT&T Inc.
00206RBK7 / U04644AE7
$1,896,145,000
3
$780,865,000
4.30% Global Notes due 2042*
AT&T Inc.
00206RBH4 / 00206RBG6
$1,956,149,000
4
$659,355,000
(1) The aggregate principal amount of each series of Pool 1
Notes that have been validly tendered for exchange and not validly
withdrawn, as of 5:00 p.m., New York City time, on December 1,
2020, based on information provided by the exchange agent to
AT&T.
* 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”) 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 the table below. The aggregate principal amount of
Pool 2 Notes that are accepted for exchange will result in the
issuance of New 2033 Notes in an amount sufficient to enable
AT&T to accept all of the Pool 2 Notes validly tendered and not
validly withdrawn at or prior to 5:00 p.m., New York City time, on
December 1, 2020 (as increased, the “2033 Notes Cap”).
Title of Security
Issuer
CUSIP Number(s)
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount
Tendered(1)
Pool 2 Notes
7 1/8% Debentures due March 15,
2026**+
Pacific Bell Telephone
Company(2)(3)
694032AT0
$222,957,000
1
$4,441,000
4.125% Global Notes due 2026*
AT&T Inc.
00206RCT7
$2,650,000,000
2
$838,595,000
3.875% Global Notes due 2026*
AT&T Inc.
00206RHT2
$541,141,000
3
$238,855,000
2.950% Global Notes due 2026*
AT&T Inc.
00206RHV7
$707,258,000
4
$346,897,000
6.55% Debentures due January 15, 2028+
Ameritech Capital Funding
Corporation(4)
030955AN8
$100,248,000
5
$9,121,000
6 3/8% Debentures, due June 1, 2028
BellSouth Telecommunications,
LLC(5)
079867AW7
$197,191,000
6
$20,137,000
4.100% Global Notes due 2028*
AT&T Inc.
00206RGL0 / 00206RER9 /
U04644BB2
$2,449,011,000
7
$716,642,000
4.250% Global Notes due 2027*
AT&T Inc.
00206RDQ2
$2,000,000,000
8
$510,049,000
3.800% Global Notes due 2027*
AT&T Inc.
00206RHW5
$1,329,194,000
9
$570,241,000
(1) The aggregate principal amount of each series of Pool 2
Notes that have been validly tendered for exchange and not validly
withdrawn, as of 5:00 p.m., New York City time, on December 1,
2020, based on information provided by the exchange agent to
AT&T.
(2) Pacific Bell Telephone Company was formerly known as Pacific
Bell.
(3) The 7 1/8% Debentures due March 15, 2026 are unconditionally
and irrevocably guaranteed by AT&T.
(4) 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.
(5) 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 Old 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.
The amount of outstanding Old Notes validly tendered and not
validly withdrawn as of December 1, 2020, as reflected in the
tables above, satisfied the minimum tender condition in each of the
Exchange Offers.
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 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 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, 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/20201202005347/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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