AT&T Inc.* (NYSE: T) (“AT&T”) announced today the
pricing for each series of notes listed in the table below
(collectively, the “Notes”) issued by Warner Media, LLC or Historic
TW Inc. in connection with AT&T’s previously announced offers
to purchase for cash and consent solicitations (together, the
“Offers”).
The table below sets forth the Total Consideration for each
series of the Notes validly tendered (and not validly withdrawn) as
of 5:00 p.m. New York City time, on May 15, 2019 (the “Early Tender
Date”). Notes validly tendered (and not validly withdrawn) after
the Early Tender Date but at or prior to the Expiration Date
(defined below) will not be entitled to receive the early tender
payment (the “Early Tender Payment”) of $30 per $1,000 principal
amount of Notes tendered and will therefore be entitled to receive,
for each $1,000 principal amount of Notes accepted, the “Tender
Offer Consideration” for such series, which is equal to the Total
Consideration minus the Early Tender Payment. The reference yields
listed in the table below are based on the bid-side price of the
applicable reference U.S. treasury security listed in the table
below as displayed on Bloomberg reference page PX1 at 11:00 a.m.,
New York City time, on May 16, 2019, as described in the Offer to
Purchase (defined below).
Notes Listed
Below
Series of Notes to
bePurchased
CUSIPNumber
Issuer
PrincipalAmountOutstanding
ReferenceU.S.
TreasurySecurity
ReferenceYield
Fixed Spread(Basis
Points)
TotalConsideration(3)
9.15% Debentures due 2023 887315AM1 Historic TW(1)
$281,775,000 2.250% due April 30, 2024 2.188% 75 $1,213.76 7.57%
Debentures due 2024 887315BH1 Historic TW(1) $136,109,000 2.250%
due April 30, 2024 2.188% 85 $1,195.31 6.85% Debentures due 2026
887315BB4 Historic TW(1) $21,776,000 2.625% due Feb. 15, 2029
2.406% 105 $1,199.02 6.95% Debentures due 2028 887315BM0 Historic
TW(1) $170,021,000 2.625% due Feb. 15, 2029 2.406% 130 $1,237.24 6
5/8% Debentures due 2029 887315BN8 Historic TW(1) $402,359,000
2.625% due Feb. 15, 2029 2.406% 130 $1,240.93 7.625% Debentures due
2031 00184AAC9 Time Warner(2) $496,551,000 2.625% due Feb. 15, 2029
2.406% 150 $1,350.29 7.700% Debentures due 2032 00184AAG0 Time
Warner(2) $407,478,000 2.625% due Feb. 15, 2029 2.406% 155
$1,375.51 8.30% Discount Debentures due 2036 887315AZ2 Historic
TW(1) $158,403,000 3.375% due Nov. 15, 2048 2.833% 175 $1,428.88
6.50% Debentures due 2036 887317AD7 Time Warner(2) $392,320,000
3.375% due Nov. 15, 2048 2.833% 175 $1,228.50
(1) References to Historic TW refer to Historic TW Inc., the
successor in interest to Time Warner Companies Inc.
(2) References to Time Warner refer to Warner Media, LLC, the
successor in interest to Time Warner Inc.
(3) Per $1,000 principal amount of Notes validly tendered (and
not validly withdrawn) at or prior to the Early Tender Date;
excludes Accrued Interest (defined below). For the avoidance of
doubt, Total Consideration includes the Early Tender Payment of $30
per $1,000 principal amount of Notes tendered as of the Early
Tender Date, as described in the Offer to Purchase (defined below).
Notes validly tendered (and not validly withdrawn) after the Early
Tender Date but at or prior to the Expiration Date will not be
entitled to receive the Early Tender Payment of $30 per $1,000
principal amount of Notes tendered and will therefore be entitled
to receive, for each $1,000 principal amount of Notes accepted, the
Tender Offer Consideration for such series, which is equal to the
Total Consideration minus the Early Tender Payment.
Holders will also receive accrued and unpaid interest on the
Notes validly tendered and accepted for purchase from the last
interest payment date for the Notes to, but not including, the date
AT&T makes payment for such Notes (the “Accrued Interest”),
which date is anticipated to be June 5, 2019.
The Offers are being made pursuant to the terms and conditions
set forth in the Offer to Purchase, dated May 2, 2019 (the “Offer
to Purchase”), and the related Letter of Transmittal and Consent
(the “Letter of Transmittal”). The Offers will expire at 9:00 a.m.,
New York City time, on May 31, 2019 (the “Expiration Date”). In
accordance with the terms of the Offers, the withdrawal deadline
relating to the Offers occurred at 5:00 p.m., New York City time,
on May 15, 2019. As a result, tendered Notes may no longer be
withdrawn, except in certain limited circumstances where additional
withdrawal rights are required by law (as determined by
AT&T).
Questions concerning the terms of the Offers should be directed
to the following dealer managers:
BofA Merrill Lynch214 North Tryon
Street, 21st FloorCharlotte, North Carolina 28255Attention:
Liability Management Group
Collect: (980) 683-3215Toll-Free: (888)
292-0070
Deutsche Bank Securities60 Wall
StreetNew York, New York 10005Attention: Liability Management
GroupCollect: (212) 250-2955Toll-Free: (866) 627-0391
J.P. Morgan383 Madison AvenueNew
York, New York 10179
Attention: Liability Management
DeskCollect: (212) 834-3424Toll-Free: (866) 834-4666
Questions concerning tender procedures for the Notes and
requests for additional copies of the Offer to Purchase and the
Letter of Transmittal should be directed to the tender agent and
information agent:
Global Bondholder Services
Corporation
By Facsimile (Eligible Institutions
Only):(212) 430-3775 or(212) 430-3779
By E-Mail:contact@gbsc-usa.com
By Mail or Hand:65 Broadway—Suite 404New
York, New York 10006
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.
*About AT&T
AT&T Inc. (NYSE:T) is a diversified, global leader in
telecommunications, media and entertainment, and technology. It
executes in the market under four operating units. WarnerMedia’s
HBO, Turner and Warner Bros. divisions are world leaders in
creating premium content, operate one of the world’s largest TV and
film studios, and own a world-class library of entertainment.
AT&T Communications provides more than 100 million U.S.
consumers with entertainment and communications experiences across
TV, mobile and broadband services. Plus, it serves nearly 3 million
business customers with high-speed, highly secure connectivity and
smart solutions. AT&T Latin America provides pay-TV services
across 11 countries and territories in Latin America and the
Caribbean, and is the fastest growing wireless provider in Mexico,
serving consumers and businesses. Xandr provides marketers with
innovative and relevant advertising solutions for consumers around
premium video content and digital advertising through its
AppNexus platform.
AT&T products and services are provided or offered by
subsidiaries and affiliates of AT&T Inc. under the AT&T
brand and not by AT&T Inc. Additional information is available
at about.att.com. © 2019 AT&T Intellectual Property. All rights
reserved. AT&T, the Globe logo and other marks are trademarks
and service marks of AT&T Intellectual Property and/or AT&T
affiliated companies. All other marks contained herein are the
property of their respective owners.
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.
AT&T disclaims any obligation to update or revise statements
contained in this news release based on new information or
otherwise.
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”); (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; or (iv) any other persons to whom this press release
can lawfully be communicated in circumstances where section 21(1)
of the Financial Services and Markets Act 2000 does not apply, (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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190516006135/en/
For more information, contact:Name: McCall ButlerAT&T
Corporate and Financial CommunicationsPhone: (470) 773-5704Email:
mb8191@att.comFor Holders of Notes, contact:Global
Bondholder Services CorporationPhone: (866) 470-3900 (toll
free)(212) 430-3774 (collect)
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