DALLAS, June 3, 2019 /CNW/ -- AT&T Inc. (NYSE:
T) ("AT&T") announced today the final results of its previously
announced offers to purchase for cash all validly tendered (and not
validly withdrawn) and accepted notes of each series listed in the
table below (collectively, the "Notes") issued by Warner Media, LLC
or Historic TW Inc. and the related solicitation of consents to
amend the indentures governing the Notes.
As of 9:00 a.m., New York City time, on May 31, 2019 (the "Expiration Date"), the
aggregate principal amounts listed below of each series of Notes
had been validly tendered and not validly withdrawn in connection
with the offers to purchase for cash and consent solicitations (the
"Offers"). The final settlement of the Offers is expected to
take place on or about June 5, 2019
(the "Settlement Date").
|
Series of Notes
to
be Purchased
|
|
Issuer
|
|
CUSIP
Number
|
|
Principal
Amount
Outstanding as of
the Expiration Date
|
|
Aggregate
Principal
Amount Validly
Tendered as of the
Expiration Date(1)
|
|
Aggregate
Principal
Amount AT&T
Expects to Accept
|
|
|
|
|
|
|
|
|
|
|
|
|
9.15% Debentures
due 2023(2)
|
|
Historic
TW(3)
|
|
887315AM1
|
|
$281,775,000
|
|
$39,986,000
|
|
$39,986,000
|
|
|
|
|
|
|
|
|
|
|
|
|
7.57% Debentures
due 2024(2)
|
|
Historic
TW(3)
|
|
887315BH1
|
|
$136,109,000
|
|
$32,288,000
|
|
$32,288,000
|
|
|
|
|
|
|
|
|
|
|
|
|
6.85% Debentures
due 2026
|
|
Historic
TW(3)
|
|
887315BB4
|
|
$21,776,000
|
|
$5,208,000
|
|
$5,208,000
|
|
|
|
|
|
|
|
|
|
|
|
|
6.95% Debentures
due 2028(2)
|
|
Historic
TW(3)
|
|
887315BM0
|
|
$170,021,000
|
|
$43,374,000
|
|
$43,374,000
|
|
|
|
|
|
|
|
|
|
|
|
|
6 5/8% Debentures
due 2029(2)
|
|
Historic
TW(3)
|
|
887315BN8
|
|
$402,359,000
|
|
$116,023,000
|
|
$116,023,000
|
|
|
|
|
|
|
|
|
|
|
|
|
7.625% Debentures
due 2031(2)
|
|
Time
Warner(4)
|
|
00184AAC9
|
|
$496,551,000
|
|
$114,270,000
|
|
$114,270,000
|
|
|
|
|
|
|
|
|
|
|
|
|
7.700% Debentures
due 2032(2)
|
|
Time
Warner(4)
|
|
00184AAG0
|
|
$407,478,000
|
|
$96,388,000
|
|
$96,388,000
|
|
|
|
|
|
|
|
|
|
|
|
|
8.30% Discount
Debentures
due 2036
|
|
Historic
TW(3)
|
|
887315AZ2
|
|
$158,403,000
|
|
$637,000
|
|
$637,000
|
|
|
|
|
|
|
|
|
|
|
|
|
6.50% Debentures
due 2036(2)
|
|
Time
Warner(4)
|
|
887317AD7
|
|
$392,320,000
|
|
$141,416,000
|
|
$141,416,000
|
|
|
(1) Reflects the
aggregate principal amount of each series of Notes that have been
validly tendered and not validly withdrawn as of the Expiration
Date, based on information provided by the tender agent to
AT&T.
(2) The requisite consents for adopting the proposed amendments to
the applicable indenture were received for this series of
Notes. Consents received in the Offers and in the previously
announced offers by AT&T to exchange the Notes for new notes
issued by AT&T have been combined.
(3) References to Historic TW refer to Historic TW Inc., the
successor in interest to Time Warner Companies Inc.
(4) References to Time Warner refer to Warner Media, LLC, the
successor in interest to Time Warner Inc.
|
The Offers were made pursuant to the terms and conditions set
forth in the Offer to Purchase, dated May 2,
2019, and the related Letter of Transmittal and Consent (the
"Letter of Transmittal").
The requisite consents were obtained to amend the indentures
governing each series of Notes except with respect to the 6.85%
Debentures due 2026 and the 8.30% Discount Debentures due 2036, and
the supplemental indentures effecting the proposed amendments were
entered into on May 21,
2019.
Based on the amount of Notes tendered in the Offers and in
accordance with the terms of the Offers, AT&T expects to
accept, on the Settlement Date, all of the Notes validly tendered
and not validly withdrawn. Upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of
Transmittal, (i) holders who validly tendered and who did not
validly withdraw Notes at or prior to 5:00
p.m., New York City time,
on May 15, 2019 (the "Early Tender Date"), and whose Notes are
accepted for purchase by AT&T, will receive the applicable
Total Consideration (as defined in the Offer to Purchase) and
(ii) holders who validly tendered Notes after the Early Tender
Date but prior to the Expiration Date, and whose Notes are accepted
for purchase by AT&T, will receive the applicable Total
Consideration less the Early Tender Payment (as defined in the
Offer to Purchase).
Questions concerning the terms of the Offers should be directed
to the following dealer managers:
|
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
|
Deutsche Bank
Securities
60 Wall Street
New York, New York 10005
Attention: Liability Management Group
Collect: (212)
250-2955
Toll-Free: (866) 627-0391
|
J.P.
Morgan
383 Madison Avenue
New York, New York
10179
Attention: Liability
Management Desk
Collect: (212)
834-3424
Toll-Free: (866)
834-4666
|
The tender agent and information agent for the Offers was:
|
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 404
New York, New York 10006
|
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein. The Offers were 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.
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.
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SOURCE AT&T Inc.