AT&T Inc. (NYSE: T) announced today the pricing 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 table below sets forth the Total Consideration for each
series of the Notes as described in the offer to purchase. The
reference yields are based on the bid-side price of the applicable
reference U.S. treasury security as displayed on Bloomberg
reference page PX1 at 11:00 a.m., New York City time, on December
16, 2019.
Title of Notes
Issuer
Principal
Amount
Outstanding
CUSIP
Number
Reference
U.S. Treasury
Security
Reference
Yield
Fixed
Spread
(Basis
Points)
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
1.672%
45
$1,115.50
4.00% Notes due 2022+
Time Warner(3)
$77,900,000
887317AN5
1.625% due 11/15/2022
1.672%
45
$1,037.86
3.800% Senior Notes due 2022
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$65,028,000
25459HBF1
1.625% due 11/15/2022
1.672%
45
$1,036.48
3.40% Notes due 2022+
Time Warner(3)
$95,318,000
887317AQ8
1.625% due 11/15/2022
1.672%
45
$1,030.82
9.15% Debentures due 2023+
Historic TW(4)
$115,871,000
887315AM1
1.500% due 10/31/2024
1.718%
50
$1,207.59
4.05% Notes due 2023+
Time Warner(3)
$88,713,000
887317AR6
1.500% due 10/31/2024
1.718%
65
$1,063.66
7.57% Debentures due 2024+
Historic TW(4)
$49,643,000
887315BH1
1.500% due 10/31/2024
1.718%
65
$1,202.86
4.450% Senior Notes due 2024* +
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$42,036,000
25459HBL8
1.500% due 10/31/2024
1.718%
65
$1,079.64
3.55% Notes due 2024* +
Time Warner(3)
$160,452,000
887317AV7
1.500% due 10/31/2024
1.718%
70
$1,044.97
3.95% Senior Notes due 2025* +
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$38,659,000
25460CAA1
1.500% due 10/31/2024
1.718%
80
$1,064.66
3.60% Notes due 2025* +
Time Warner(3)
$154,399,000
887317AW5
1.500% due 10/31/2024
1.718%
85
$1,051.04
7% Debentures, due October 1, 2025
BellSouth Telecommunications, LLC(5)
$105,567,000
079867AM9
1.500% due 10/31/2024
1.718%
95
$1,230.69
6.85% Debentures due 2026
Historic TW(4)
$16,568,000
887315BB4
1.750% due 11/15/2029
1.873%
80
$1,232.67
3.875% Notes due 2026* +
Time Warner(3)
$53,936,000
887317AZ8
1.750% due 11/15/2029
1.873%
80
$1,064.42
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
1.873%
80
$1,254.21
2.95% Notes due 2026* +
Time Warner(3)
$85,245,000
887317BA2
1.750% due 11/15/2029
1.873%
90
$1,010.21
7.30% Debentures due August 15, 2026+
Indiana Bell Telephone Company,
Incorporated(2)
$28,063,000
454614AK4
1.750% due 11/15/2029
1.873%
95
$1,269.87
6.04% Debentures, due November 15,
2026
BellSouth, LLC(8)
$4,295,000
079857AC2
1.750% due 11/15/2029
1.873%
100
$1,197.06
3.80% Notes due 2027* +
Time Warner(3)
$93,503,000
887317BB0
1.750% due 11/15/2029
1.873%
105
$1,054.48
6.875% Debentures due 2027
Ameritech Capital Funding Corporation
$43,380,000
030955AJ7
1.750% due 11/15/2029
1.873%
110
$1,270.49
6.55% Debentures due January 15, 2028+
Ameritech Capital Funding
Corporation(2)
$104,205,000
030955AN8
1.750% due 11/15/2029
1.873%
110
$1,255.01
6.95% Debentures due 2028+
Historic TW(4)
$82,846,000
887315BM0
1.750% due 11/15/2029
1.873%
110
$1,283.52
6 3/8% Debentures, due June 1, 2028
BellSouth Telecommunications, LLC(5)
$215,798,000
079867AW7
1.750% due 11/15/2029
1.873%
115
$1,248.30
6.500% Notes due 2029
AT&T Corp.
$120,939,000
001957AW9
1.750% due 11/15/2029
1.873%
120
$1,273.76
6 5/8% Debentures due 2029+
Historic TW(4)
$96,046,000
887315BN8
1.750% due 11/15/2029
1.873%
130
$1,278.78
7 7/8% Debentures due 2030+
BellSouth, LLC(8)
$121,479,000
079857AH1
1.750% due 11/15/2029
1.873%
130
$1,405.43
8.750% Senior Notes due 2031
New Cingular Wireless Services,
Inc.(9)
$348,621,000
00209AAF3
1.750% due 11/15/2029
1.873%
135
$1,516.08
7.625% Debentures due 2031+
Time Warner(3)
$193,988,000
00184AAC9
1.750% due 11/15/2029
1.873%
135
$1,414.76
6 7/8% Notes due 2031+
BellSouth, LLC(10)
$125,832,000
079860AD4
1.750% due 11/15/2029
1.873%
145
$1,344.86
8.750% Senior Notes due November 15,
2031(6) +
AT&T Corp.
$168,321,000
001957BD0
1.750% due 11/15/2029
1.873%
145
$1,529.98
7.125% Senior Notes due 2031
AT&T Mobility LLC(11)
$190,000,000
17248RAJ5
1.750% due 11/15/2029
1.873%
145
$1,373.44
7.700% Debentures due 2032+
Time Warner(3)
$153,445,000
00184AAG0
1.750% due 11/15/2029
1.873%
145
$1,440.84
6.550% Notes due 2034+
BellSouth, LLC(10)
$157,011,000
079860AE2
1.750% due 11/15/2029
1.873%
160
$1,348.00
6.00% Notes due 2034
BellSouth, LLC(10)
$227,344,000
079860AK8
1.750% due 11/15/2029
1.873%
165
$1,285.28
8.30% Discount Debentures due 2036
Historic TW(4)
$157,766,000
887315AZ2
2.250% due 8/15/2049
2.290%
125
$1,579.57
6.50% Debentures due 2036+
Time Warner(3)
$90,652,000
887317AD7
2.250% due 8/15/2049
2.290%
135
$1,358.68
5.95% Debentures due January 15, 2038+
Ameritech Capital Funding
Corporation(2)
$3,549,000
030955AP3
2.250% due 8/15/2049
2.290%
145
$1,288.40
6.350% Senior Notes due 2040+
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$9,517,000
25459HAQ8
2.250% due 8/15/2049
2.290%
190
$1,292.71
6.200% Debentures due 2040+
Time Warner(3)
$27,389,000
887317AE5
2.250% due 8/15/2049
2.290%
190
$1,272.38
6.10% Debentures due 2040+
Time Warner(3)
$66,554,000
887317AH8
2.250% due 8/15/2049
2.290%
190
$1,261.57
6.000% Senior Notes due 2040* +
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$15,947,000
25459HAX3
2.250% due 8/15/2049
2.290%
190
$1,246.60
6.375% Senior Notes due 2041+
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$15,874,000
25459HAZ8
2.250% due 8/15/2049
2.290%
190
$1,304.91
6.25% Debentures due 2041+
Time Warner(3)
$73,554,000
887317AL9
2.250% due 8/15/2049
2.290%
190
$1,288.11
5.375% Debentures due 2041+
Time Warner(3)
$52,683,000
887317AM7
2.250% due 8/15/2049
2.290%
185
$1,176.26
5.150% Senior Notes due 2042+
DIRECTV Holdings LLC, DIRECTV Financing
Co., Inc.
$41,433,000
25459HBG9
2.250% due 8/15/2049
2.290%
175
$1,161.80
4.90% Debentures due 2042+
Time Warner(3)
$105,495,000
887317AP0
2.250% due 8/15/2049
2.290%
175
$1,126.28
5.35% Debentures due 2043+
Time Warner(3)
$62,026,000
887317AS4
2.250% due 8/15/2049
2.290%
175
$1,200.03
4.65% Debentures due 2044* +
Time Warner(3)
$124,203,000
887317AU9
2.250% due 8/15/2049
2.290%
175
$1,093.04
4.85% Debentures due 2045* +
Time Warner(3)
$104,269,000
887317AX3
2.250% due 8/15/2049
2.290%
175
$1,126.91
5.85% Debentures due November 15, 2045
BellSouth Telecommunications, LLC(5)
$52,482,000
079867AN7
2.250% due 8/15/2049
2.290%
175
$1,289.01
7% Debentures, due December 1, 2095
BellSouth Telecommunications, LLC(5)
$77,270,000
079867AP2
2.250% due 8/15/2049
2.290%
250
$1,448.67
6.65% Zero-to-FullSM Debentures, due
December 15, 2095
BellSouth Telecommunications, LLC(5)
$41,584,000
079867AS6
2.250% due 8/15/2049
2.290%
250
$1,377.66
7.12% Debentures, due July 15, 2097+
BellSouth, LLC(8)
$55,682,000
079857AF5
2.250% due 8/15/2049
2.290%
250
$1,474.01
________________________________________________________________________________________________
(1) Per $1,000 principal amount of Notes
validly tendered, and not validly withdrawn, and accepted for
purchase, at or prior to the Expiration Date; excludes the Accrued
Coupon Payment (defined below).
(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.
Holders will also receive accrued and unpaid interest on the
Notes accepted for purchase from the last interest payment date for
such Notes to, but not including, the date AT&T makes payment
for such Notes (the “Accrued Coupon Payment”), which is anticipated
to be December 19, 2019.
The offers will expire at 11:59 p.m., New York City time, on
December 16, 2019. The withdrawal deadline will occur at 11:59
p.m., New York City time, on December 16, 2019.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The 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 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 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) 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 offers. Questions or requests for assistance related
to the 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
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/20191216005759/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)
AT&T (NYSE:T)
Historical Stock Chart
From Aug 2024 to Sep 2024
AT&T (NYSE:T)
Historical Stock Chart
From Sep 2023 to Sep 2024