Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 16 2019 - 8:51AM
Edgar (US Regulatory)
Filed by AT&T Inc.
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: AT&T Inc.
Registration No.:
333-231171
Date: May 16, 2019
For more information, contact:
Name: McCall Butler
AT&T Corporate and Financial
Communications
Phone: (470)
773-5704
Email: mb8191@att.com
For Holders of Old Notes, contact:
Global Bondholder Services Corporation
Phone: (866)
470-3900
(toll free)
(212)
430-3774
(collect)
AT&T INC. ANNOUNCES EARLY PARTICIPATION AND CONSENT RESULTS IN EXCHANGE OFFERS
Dallas, Texas, May
16, 2019
AT&T Inc. (NYSE: T) (AT&T) announced today that, as of 5:00 p.m., New York
City time, on May 15, 2019 (the Early Participation Date), the aggregate principal amount of each series of notes listed in the table below (collectively, the Old Notes) issued by Warner Media, LLC or Historic TW Inc.
had been validly tendered and not validly withdrawn in connection with AT&Ts previously announced offers to exchange all validly tendered (and not validly withdrawn) and accepted Old Notes of each such series for new notes to be issued by
AT&T (collectively, the AT&T Notes), and the related solicitation of consents to amend the indentures governing the Old Notes.
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Series of Old Notes to
be Exchanged
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Issuer
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CUSIP/ISIN No.
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Aggregate Principal
Amount Tendered in
the Exchange Offers
as of the Early
Participation Date
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Aggregate Principal
Amount of Consents
Received as of the Early
Participation Date
(4)
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Percentage of Total
Outstanding
Principal Amount of
such Series of Old
Notes With Respect
to Which Consents
Were
Received
(4)
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4.00% Notes due 2022
(1)
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Time Warner
(2)
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887317AN5
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$
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444,594,000
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$
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444,594,000
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88.92
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%
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3.40% Notes due 2022
(1)
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Time Warner
(2)
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887317AQ8
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$
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402,403,000
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$
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402,403,000
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80.48
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%
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9.15% Debentures due 2023
(1)
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Historic TW
(3)
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887315AM1
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$
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125,918,000
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$
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165,817,000
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58.85
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%
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4.05% Notes due 2023
(1)
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Time Warner
(2)
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887317AR6
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$
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408,555,000
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$
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408,555,000
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81.71
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%
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7.57% Debentures due 2024
(1)
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Historic TW
(3)
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887315BH1
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$
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54,168,000
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$
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86,456,000
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63.52
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%
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3.55% Notes due 2024
(1)
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Time Warner
(2)
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887317AV7
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$
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587,038,000
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$
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587,038,000
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78.27
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%
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3.60% Notes due 2025
(1)
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Time Warner
(2)
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887317AW5
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$
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1,328,163,000
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$
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1,328,163,000
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88.54
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%
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3.875% Notes due 2026
(1)
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Time Warner
(2)
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887317AZ8
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$
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540,604,000
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$
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540,604,000
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90.10
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%
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6.85% Debentures due 2026
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Historic TW
(3)
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887315BB4
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$
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25,000
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$
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5,233,000
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24.03
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%
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2.95% Notes due 2026
(1)
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Time Warner
(2)
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887317BA2
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$
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706,862,000
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$
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706,862,000
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88.36
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%
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3.80% Notes due 2027
(1)
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Time Warner
(2)
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887317BB0
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$
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1,328,590,000
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$
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1,328,590,000
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88.57
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%
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6.95% Debentures due 2028
(1)
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Historic TW
(3)
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887315BM0
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$
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43,801,000
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$
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87,150,000
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51.26
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%
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6 5/8% Debentures due 2029
(1)
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Historic TW
(3)
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887315BN8
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$
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190,040,000
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$
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306,063,000
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76.07
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%
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7.625% Debentures due 2031
(1)
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Time Warner
(2)
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00184AAC9
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$
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177,235,000
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$
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291,302,000
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58.67
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%
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7.700% Debentures due 2032
(1)
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Time Warner
(2)
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00184AAG0
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$
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133,645,000
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$
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230,033,000
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56.45
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%
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8.30% Discount Debentures due 2036
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Historic TW
(3)
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887315AZ2
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$
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694,000
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$
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1,331,000
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0.84
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%
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6.50% Debentures due 2036
(1)
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Time Warner
(2)
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887317AD7
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$
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160,252,000
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$
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301,668,000
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76.89
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%
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6.200% Debentures due 2040
(1)
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Time Warner
(2)
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887317AE5
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$
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322,477,000
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$
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322,477,000
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90.36
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%
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6.10% Debentures due 2040
(1)
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Time Warner
(2)
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887317AH8
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$
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385,429,000
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$
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385,429,000
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83.88
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%
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6.25% Debentures due 2041
(1)
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Time Warner
(2)
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887317AL9
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$
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516,768,000
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$
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516,768,000
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86.79
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%
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5.375% Debentures due 2041
(1)
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Time Warner
(2)
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887317AM7
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$
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446,957,000
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$
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446,957,000
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89.39
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%
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4.90% Debentures due 2042
(1)
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Time Warner
(2)
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887317AP0
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$
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388,500,000
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$
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388,500,000
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77.70
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%
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5.35% Debentures due 2043
(1)
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Time Warner
(2)
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887317AS4
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$
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436,339,000
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$
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436,339,000
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87.27
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%
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4.65% Debentures due 2044
(1)
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Time Warner
(2)
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887317AU9
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$
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470,637,000
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$
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470,637,000
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78.44
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%
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4.85% Debentures due 2045
(1)
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Time Warner
(2)
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887317AX3
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$
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795,686,000
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$
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795,686,000
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88.41
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%
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1.95% Notes due 2023
(1)
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Time Warner
(2)
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XS1266734349
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523,296,000
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523,296,000
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74.76
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%
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(1)
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The requisite consents for adopting the proposed amendments to the applicable indenture were received for this
series of Old Notes. Consents received in the Exchange Offers (as defined below) and in the previously announced offers by AT&T to purchase for cash (the Concurrent Cash Tender Offers) certain series of the Old Notes have been
combined.
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(2)
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References to Time Warner refer to Warner Media, LLC, the successor in interest to Time Warner Inc.
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(3)
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References to Historic TW refer to Historic TW Inc., the successor in interest to Time Warner Companies Inc.
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(4)
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Reflects consents received with respect to the applicable series of Old Notes in the Exchange Offers plus, if
applicable, consents received with respect to the applicable series of Old Notes in Concurrent Cash Tender Offers.
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Solely with respect
to the 6.85% Debentures due 2026 and the 8.30% Discount Debentures due 2036, in each case issued by Historic TW (the Extended Consent Revocation Deadline Notes), AT&T also announced it has extended the deadline to revoke consents to
amend the indentures governing the Extended Consent Revocation Deadline Notes (the Consent Revocation Deadline) from 5:00 p.m., New York City time, on May 15, 2019 to the earlier of (1) the date on which the supplemental
indenture reflecting the proposed amendments is executed with respect to applicable series of Extended Consent Revocation Deadline Notes and (2) 9:00 a.m., New York City time, on May 31, 2019 (such date, with respect to each applicable
series of Extended Consent Revocation Deadline Notes, the Extended Consent Revocation Deadline). Holders of Extended Consent Revocation Deadline Notes will not be given prior notice that a supplemental indenture is being executed with
respect to any series of Extended Consent Revocation Deadline Notes, and such holders will not be able to revoke a consent that was delivered with a validly tendered Extended Consent Revocation Deadline Note after the execution of the supplemental
indenture with respect to that series of Extended Consent Revocation Deadline Notes.
The Consent Revocation Deadline for all other series of Old Notes
(other than the Extended Consent Revocation Deadline Notes) has not been extended and occurred on 5:00 p.m., New York City time, on May 15, 2019. As a result, consents to amend the indentures governing the Old Notes that have been validly
delivered in connection with any Old Notes (other than the Extended Consent Revocation Deadline Notes) may no longer be revoked.
The exchange offers and
consent solicitations (together, the Exchange Offers) are being made pursuant to the terms and conditions set forth in AT&Ts prospectus, dated as of May 13, 2019 (the Prospectus), which forms a part of the
Registration Statement (as defined below), and, with respect to the U.S. dollar-denominated Old Notes (the Old U.S. Notes), the related Letter of Transmittal and Consent (the Letter of Transmittal). The Exchange Offers will
expire at 9:00 a.m., New York City time, on May 31, 2019.
A Registration Statement on Form
S-4
(File
No. 333-231171)
(the Registration Statement) relating to the issuance of the AT&T Notes was filed with the Securities and Exchange Commission (SEC) on May 2, 2019 (as amended by
Amendment No. 1 to the Registration Statement filed with the SEC on May 13, 2019) and declared effective by the SEC on May 13, 2019.
Questions concerning the terms of the Exchange Offers for the Old U.S. Notes should be directed to the
following dealer managers:
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BofA Merrill Lynch
214 North Tryon Street, 21st Floor
Charlotte, North Carolina 28255
Attention: Liability Management Group
Collect: (980)
683-3215
Toll-Free: (888)
292-0070
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Deutsche Bank Securities
60 Wall Street
New York, New York 10005
Attention: Liability Management Group
Collect: (212)
250-2955
Toll-Free: (866)
627-0391
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J.P. Morgan
383 Madison Avenue
New York, New
York 10179
Attention: Liability Management Desk
Collect: (212)
834-3424
Toll-Free: (866)
834-4666
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Questions concerning the terms of the Exchange Offer for the Old Euro Notes should be directed to the following dealer
managers:
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Merrill Lynch International
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Deutsche Bank
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J.P. Morgan
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2 King Edward Street
London EC1A 1HQ
United Kingdom
Attention: Liability Management Group
Toll: +44 (0) 20 7996 5420
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Winchester House
1 Great Winchester Street
London
EC2N 2DB
United Kingdom
Attention: Liability Management Group
Phone: +44 20 7545 8011
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383 Madison Avenue
New York, New York 10179
Attention:
Liability Management Desk
Collect: (212)
834-3424
Toll-Free: (866)
834-4666
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Questions concerning tender procedures for the Old Notes and requests for additional copies of the Prospectus and the Letter
of Transmittal should be directed to the exchange agent and information agent:
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Global Bondholder Services Corporation
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By Facsimile (Eligible Institutions Only)
:
(212) 430-3775
or
(212)
430-3779
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By
E-Mail:
contact@gbsc-usa.com
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By Mail or Hand
:
65 BroadwaySuite 404
New York, New York 10006
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This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described
herein and is also not a solicitation of the related consents. The Exchange Offers may be made solely pursuant to the terms and conditions described in the Prospectus, the Letter of Transmittal and the other related materials.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
MiFID II professionals / ECPs-only / No PRIIPs KID Manufacturer target market (MiFID II product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
This press
release is directed only 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 Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant
persons). This press release must not be acted on or relied on by persons who are not relevant persons. Any investment activity to which this press release relates is reserved for relevant persons only and may only be engaged in by 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&Ts filings with the Securities and Exchange Commission and in the Registration Statement 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.
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