AT&T Inc. (NYSE: T) (“AT&T”) announced today pricing
terms with respect to its private offers to exchange forty-six
series of notes across two series of exchange offers, each as
detailed below.
MATURITY EXTENSION EXCHANGE OFFERS
In the first series of exchange offers, the “Maturity Extension
Exchange Offers”, AT&T has offered to (i) exchange (the
“Maturity Extension Pool 1 Offer”) the eleven series of notes
described in the table below (collectively, the “Maturity Extension
Pool 1 Notes”) for a new series of AT&T’s senior notes to be
due in 2028 (the “New 2028 Notes”).
For each $1,000 principal amount of Maturity Extension Pool 1
Notes validly tendered and not validly withdrawn prior to 5:00
p.m., New York City time, on November 15, 2017 (the “Early
Participation Date”) and accepted by AT&T, the following table
sets forth the yields, the Total Consideration and the principal
amount of the New 2028 Notes, as priced below:
Title of Security Issuer
CUSIP
Number
Reference
UST
Security(1)
Reference
Yield(2)
Fixed
Spread
(basis
points)
Yield(3)
Total
Consideration(4)
Principal
Amount
of New
2028
Notes
Pool 1 Notes
5.000% Global Notes due 2021 AT&T Inc. 00206RDA7 5 year 2.062%
15 2.212% $1,086.93 $1,088.40 5.000% Senior Notes due 2021 DIRECTV
Holdings LLC, DIRECTV Financing Co., Inc. 25459HBA2 5 year 2.062%
15 2.212% $1,086.93 $1,088.40 4.600% Global Notes due 2021*
AT&T Inc. 00206RCZ3 5 year 2.062% 10 2.162% $1,069.44 $1,070.89
4.600% Senior Notes due 2021* DIRECTV Holdings LLC, DIRECTV
Financing Co., Inc. 25459HAW5 5 year 2.062% 10 2.162% $1,069.44
$1,070.89 4.450% Global Notes due 2021 AT&T Inc. 00206RAX0 5
year 2.062% 20 2.262% $1,072.33 $1,073.78 3.875% Global Notes due
2021 AT&T Inc. 00206RAZ5 5 year 2.062% 25 2.312% $1,055.17
$1,056.60 5.200% Global Notes due 2020 AT&T Inc. 00206RCY6 3
year 1.819% 15 1.969% $1,071.94 $1,073.39 5.200% Senior Notes due
2020 DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. 25459HAT2;
25459HAR6; U25398AH8 3 year 1.819% 15 1.969% $1,071.94 $1,073.39
2.800% Global Notes due 2021* AT&T Inc. 00206RCR1 5 year 2.062%
10 2.162% $1,019.19 $1,020.57 2.450% Global Notes due 2020*
AT&T Inc. 00206RCL4 3 year 1.819% 10 1.919% $1,012.89 $1,014.26
Floating Rate Global Notes due 2020 AT&T Inc. 00206RCK6 N/A N/A
N/A N/A $1,020.00 $1,021.38
(1) The 3 year Reference UST Security
refers to the 1.625% U.S. Treasury Notes due October 15, 2020 and
the 5 year Reference UST Security refers to the 2.000% U.S.
Treasury Notes due October 31, 2022.
(2) The bid-side yield on the Reference
UST Security.
(3) Reflects the bid-side yield on the
Reference UST Security plus the applicable Fixed Spread, calculated
in accordance with the procedures set forth in the Offering
Memorandum, dated October 30, 2017 (the “Maturity Extension
Offering Memorandum”).
(4) The Total Consideration for each
series of Maturity Extension Pool 1 Notes includes the early
participation payment of $50.00 of principal amount of New 2028
Notes per $1,000 principal amount of Maturity Extension Pool 1
Notes.
*Denotes a series of Maturity Extension
Pool 1 Notes for which the Total Consideration was determined
taking into account the par call date, instead of the maturity
date, in accordance with standard market practice.
and (ii) exchange the seven series of notes described in the
table below (collectively, the “Maturity Extension Pool 2 Notes”
and, together with the Maturity Extension Pool 1 Notes, the “Old
Maturity Extension Notes”) for a new series of AT&T’s senior
notes to be due in 2030 (the “New 2030 Notes” and, together with
the New 2028 Notes, the “New Maturity Extension Notes”). For each
$1,000 principal amount of Maturity Extension Pool 2 Notes validly
tendered and not validly withdrawn prior to the Early Participation
Date and accepted by AT&T, the following table sets forth the
yields, the Total Consideration and the principal amount of the New
2030 Notes, as priced below:
Title of Security
Issuer
CUSIP
Number
Reference
UST
Security(1)
Reference
Yield(2)
Fixed
Spread
(basis
points)
Yield(3)
Total
Consideration(4)
Principal
Amount
of New
2030
Notes
Pool 2 Notes
Zero
Coupon Senior Notes due 2022 AT&T Inc. 00206RAE2 5 year 2.062%
80 2.862% $867.82 $869.16 3.800% Global Notes due 2022 AT&T
Inc. 00206RDB5 5 year 2.062% 40 2.462% $1,054.12 $1,055.75 3.800%
Senior Notes due 2022 DIRECTV Holdings LLC, DIRECTV Financing Co.,
Inc. 25459HBF1; 25459HBD6; U25398AL9 5 year 2.062% 40 2.462%
$1,054.12 $1,055.75 3.600% Global Notes due 2023* AT&T Inc.
00206RCS9 5 year 2.062% 70 2.762% $1,039.20 $1,040.80 3.000% Global
Notes due 2022 (February) AT&T Inc. 00206RBD3 5 year 2.062% 35
2.412% $1,023.36 $1,024.94 3.000% Global Notes due 2022 (June)*
AT&T Inc. 00206RCM2 5 year 2.062% 45 2.512% $1,020.27 $1,021.84
2.625% Global Notes due 2022* AT&T Inc. 00206RBN1 5 year 2.062%
45 2.512% $1,005.05 $1,006.60
(1) The 5 year Reference UST Security
refers to the 2.000% U.S. Treasury Notes due October 31, 2022.
(2) The bid-side yield on the Reference
UST Security.
(3) Reflects the bid-side yield on the
Reference UST Security plus the applicable Fixed Spread, calculated
in accordance with the procedures set forth in the Offering
Memorandum.
(4) The Total Consideration for each
series of Maturity Extension Pool 2 Notes includes the early
participation payment of $50.00 of principal amount of New 2030
Notes per $1,000 principal amount of Maturity Extension Pool 2
Notes.
* Denotes a series of Maturity Extension
Pool 2 Notes for which the Total Consideration was determined
taking into account the par call date, instead of the maturity
date, in accordance with standard market practice.
Eligible Holders (as defined below) who validly tender their Old
Maturity Extension Notes after the Early Participation Date will
receive, for each $1,000 principal amount of such Old Notes validly
tendered and accepted by AT&T, an amount reflecting the
applicable Total Consideration less the early participation payment
of $50.00 as specified in the Maturity Extension Offering
Memorandum and the related letter of transmittal (the “Maturity
Extension Letter of Transmittal”).
For each $1,000 principal amount of Old Maturity Extension Notes
validly tendered and not validly withdrawn, and accepted by
AT&T, Eligible Holders of such Old Maturity Extension Notes
will receive a cash payment for accrued and unpaid interest on the
applicable series of Old Maturity Extension Notes up to, but not
including, the settlement date as well as a cash payment for
amounts due in lieu of fractional amounts of New Maturity Extension
Notes.
The interest rate on the New 2028 Notes will be 4.100%, and the
interest rate on the New 2030 Notes will be 4.300%. The yield on
the New 2028 Notes will be 4.117% and the New Issue Price of the
New 2028 Notes will be $998.65, which has been determined by
reference to the bid-side yield on the 2.25% U.S. Treasury Notes
due August 15, 2027, as of 11:00 a.m. New York City time on
November 16, 2017 (such date and time, the “Pricing Time”), which
was 2.367%, plus 1.750%. The yield on the New 2030 Notes will be
4.317% and the New Issue Price of the New 2030 Notes will be
$998.46, which has been determined by reference to the bid-side
yield on the 2.25% U.S. Treasury Notes due August 15, 2027, as of
the Pricing Time, which was 2.367%, plus 1.950%.
The Maturity Extension Exchange Offers are being conducted upon
the terms and subject to the conditions set forth in the Maturity
Extension Offering Memorandum, as amended by AT&T’s press
release, dated as of November 13, 2017, and the Maturity Extension
Letter of Transmittal.
OPCO AND AT&T EXCHANGE OFFERS
In the second series of exchange offers, the “OpCo and AT&T
Exchange Offers”, AT&T has offered to (i) exchange (the
“Obligor Exchange Offer”) the twenty-one series of notes described
in the table below (collectively, the “OpCo Notes”) issued by
certain of AT&T’s wholly-owned subsidiaries, for new series of
senior notes to be issued by AT&T (the “New AT&T Obligor
Notes”) as described in, and for the consideration summarized in,
the table below;
Exchange
Consideration(1)
Early Participation
Payment(1)
Total
Consideration(1)(2)
Title of Series of
OpCo Notes
Issuer
CUSIP
Number
Title of Series of
New AT&T Notes
New AT&T
Notes
(principal
amount)
Cash
New AT&T Notes
(principal amount)
New AT&T
Notes
(principal
amount)
Cash OpCo Notes
7.120% Debentures, due July 15, 2097 BellSouth, LLC(3) 079857AF5
7.120% Global Notes due 2097 $950.00 $1.00 $50.00 $1,000.00 $1.00
6.650% Zero-to-Full Debentures, due December 15, 2095 BellSouth
Telecommunications, LLC(4) 079867AS6 6.650% Global Notes due 2095
$950.00 $1.00 $50.00 $1,000.00 $1.00 7.000% Debentures, due
December 1, 2095 BellSouth Telecommunications, LLC(4) 079867AP2
7.000% Global Notes due 2095 $950.00 $1.00 $50.00 $1,000.00 $1.00
5.850% Debentures due November 15, 2045 BellSouth
Telecommunications, LLC(4) 079867AN7 5.850% Global Notes due 2045
$950.00 $1.00 $50.00 $1,000.00 $1.00 5.950% Debentures due January
15, 2038 Ameritech Capital Funding Corporation 030955AP3 5.950%
Global Notes due 2038 $950.00 $1.00 $50.00 $1,000.00 $1.00 6.000%
Notes due 2034 BellSouth, LLC(5) 079860AK8 6.000% Global Notes due
2034 $950.00 $1.00 $50.00 $1,000.00 $1.00 6.550% Notes due 2034
BellSouth, LLC(5) 079860AE2 6.550% Global Notes due 2034 $950.00
$1.00 $50.00 $1,000.00 $1.00 7.125% Senior Notes due 2031 AT&T
Mobility LLC(6) 17248RAJ5 7.125% Global Notes due 2031 $950.00
$1.00 $50.00 $1,000.00 $1.00 8.250% Senior Notes due November 15,
2031(7) AT&T Corp.
001957BD0; U03017BC0
8.250% Global Notes due 2031 $950.00 $1.00 $50.00 $1,000.00 $1.00
6.875% Notes due 2031 BellSouth, LLC(5) 079860AD4 6.875% Global
Notes due 2031 $950.00 $1.00 $50.00 $1,000.00 $1.00 8.750% Senior
Notes due 2031 New Cingular Wireless Services, Inc.(8) 00209AAF3;
U0027MAC1 8.750% Global Notes due 2031 $950.00 $1.00 $50.00
$1,000.00 $1.00 7.875% Debentures due 2030 BellSouth, LLC(3)
079857AH1 7.875% Global Notes due 2030 $950.00 $1.00 $50.00
$1,000.00 $1.00 6.500% Notes due 2029 AT&T Corp. 001957AW9
6.500% Global Notes due 2029 $950.00 $1.00 $50.00 $1,000.00 $1.00
6.375% Debentures, due June 1, 2028 BellSouth Telecommunications,
LLC(4) 079867AW7 6.375% Global Notes due 2028 $950.00 $1.00 $50.00
$1,000.00 $1.00 6.550% Debentures due January 15, 2028 Ameritech
Capital Funding Corporation 030955AN8 6.550% Global Notes due 2028
$950.00 $1.00 $50.00 $1,000.00 $1.00 6.875% Debentures due 2027
Ameritech Capital Funding Corporation 030955AJ7 6.875% Global Notes
due 2027 $950.00 $1.00 $50.00 $1,000.00 $1.00 6.040% Debentures,
due November 15, 2026 BellSouth, LLC(3) 079857AC2 6.040% Global
Notes due 2026 $950.00 $1.00 $50.00 $1,000.00 $1.00 7.300%
Debentures due August 15, 2026 Indiana Bell Telephone Company,
Incorporated 454614AK4 7.300% Global Notes due 2026 $950.00 $1.00
$50.00 $1,000.00 $1.00 7.125% Debentures due March 15, 2026(7)
Pacific Bell Telephone Company(9) 694032AT0 7.125% Global Notes due
2026 $950.00 $1.00 $50.00 $1,000.00 $1.00 7.000% Debentures, due
October 1, 2025 BellSouth Telecommunications, LLC(4) 079867AM9
7.000% Global Notes due 2025 $950.00 $1.00 $50.00 $1,000.00 $1.00
7.850% Debentures due January 15, 2022 Michigan Bell Telephone
Company 594185AQ3 7.850% Global Notes due 2022 $950.00 $1.00 $50.00
$1,000.00 $1.00
(1) The term “New AT&T Notes” in this
column refers, in each case, to the series of New AT&T Obligor
Notes corresponding to the series of OpCo Notes of like tenor and
coupon.
(2) Includes the Early Participation
Payment.
(3) The 7.120% Debentures, due July 15,
2097, the 7.875% Debentures due 2030 and the 6.040% Debentures, due
November 15, 2026, were originally issued by BellSouth Capital
Funding Corporation, which subsequently merged with and into
BellSouth Corporation, which subsequently converted to BellSouth,
LLC.
(4) BellSouth Telecommunications, LLC
converted from BellSouth Telecommunications, Inc.
(5) The 6.000% Notes due 2034, the 6.550%
Notes due 2034 and the 6.875% Notes due 2031 were originally issued
by BellSouth Corporation, which subsequently converted to
BellSouth, LLC.
(6) AT&T Mobility LLC was formerly
known as Cingular Wireless LLC.
(7) The 8.250% Senior Notes due November
15, 2031 (with an initial interest rate of 8.000%) and the 7.125%
Debentures due March 15, 2026 are fully, unconditionally and
irrevocably guaranteed by AT&T.
(8) New Cingular Wireless Services, Inc.
was formerly known as AT&T Wireless Services, Inc.
(9) Pacific Bell Telephone Company was
formerly known as Pacific Bell.
and (ii) exchange (the “New 2046 Exchange Offer”) the OpCo Notes
and the seven series of notes described under the heading “Old
AT&T Notes” in the table below (the “Old AT&T Notes” and,
together with the OpCo Notes and the Old Maturity Extension Notes,
the “Old Notes”) for a new series of AT&T’s senior notes to be
due in 2046 (the “New 2046 Notes” and, together with the New
AT&T Obligor Notes and the New Maturity Extension Notes, the
“New Notes”). For each $1,000 principal amount of OpCo Notes or Old
AT&T Notes validly tendered and not validly withdrawn prior to
5:00 p.m., New York City time, on November 15, 2017 (the “Early
Participation Date”) and accepted by AT&T, the following table
sets forth the yields, the Total Consideration, the principal
amount of the New 2046 Notes, and the amount of cash, as priced
below:
Title of
Security
Issuer
CUSIP
Number
Cash
Payment
Percent of
Premium
Reference
UST
Security(1)
Reference
Yield(2)
Fixed
Spread
(basis
points)
Yield(3)
Total
Consideration(4)
Principal
Amount of
New 2046
Notes
Cash OpCo Notes
7.120% Debentures,
due July 15, 2097 BellSouth, LLC(5) 079857AF5 100% 30 year 2.792%
290 5.692% $1,247.91 $1,006.27 $247.91 6.650% Zero-to-Full
Debentures, due December 15, 2095 BellSouth Telecommunications,
LLC(6) 079867AS6 100% 30 year 2.792% 290 5.692% $1,166.16 $1,006.27
$166.16 7.000% Debentures, due December 1, 2095 BellSouth
Telecommunications, LLC(6) 079867AP2 100% 30 year 2.792% 290 5.692%
$1,226.91 $1,006.27 $226.91 5.850% Debentures due November 15, 2045
BellSouth Telecommunications, LLC(6) 079867AN7 100% 30 year 2.792%
230 5.092% $1,112.33 $1,006.27 $112.33 5.950% Debentures due
January 15, 2038 Ameritech Capital Funding Corporation 030955AP3
100% 30 year 2.792% 205 4.842% $1,141.38 $1,006.27 $141.38 6.000%
Notes due 2034 BellSouth, LLC(7) 079860AK8 100% 30 year 2.792% 195
4.742% $1,145.42 $1,006.27 $145.42 6.550% Notes due 2034 BellSouth,
LLC(7) 079860AE2 100% 30 year 2.792% 195 4.742% $1,205.61 $1,006.27
$205.61 7.125% Senior Notes due 2031 AT&T Mobility LLC(8)
17248RAJ5 100% 10 year 2.367% 180 4.167% $1,311.98 $1,006.27
$311.98 8.250% Senior Notes due November 15, 2031(9) AT&T Corp.
001957BD0;
U03017BC0
100% 10 year 2.367% 180 4.167% $1,428.75 $1,006.27 $428.75 6.875%
Notes due 2031 BellSouth, LLC(7) 079860AD4 100% 10 year 2.367% 200
4.367% $1,258.82 $1,006.27 $258.82 8.750% Senior Notes due 2031 New
Cingular Wireless Services, Inc.(10) 00209AAF3; U0027MAC1 100% 10
year 2.367% 185 4.217% $1,456.46 $1,006.27 $456.46 7.875%
Debentures due 2030 BellSouth, LLC(5) 079857AH1 100% 10 year 2.367%
195 4.317% $1,334.73 $1,006.27 $334.73 6.500% Notes due 2029
AT&T Corp. 001957AW9 100% 10 year 2.367% 180 4.167% $1,208.32
$1,006.27 $208.32 6.375% Debentures, due June 1, 2028 BellSouth
Telecommunications, LLC(6) 079867AW7 100% 10 year 2.367% 180 4.167%
$1,186.23 $1,006.27 $186.23 6.550% Debentures due January 15, 2028
Ameritech Capital Funding Corporation 030955AN8 100% 10 year 2.367%
180 4.167% $1,195.11 $1,006.27 $195.11 6.875% Debentures due 2027
Ameritech Capital Funding Corporation 030955AJ7 100% 10 year 2.367%
180 4.167% $1,217.28 $1,006.27 $217.28 6.040% Debentures, due
November 15, 2026 BellSouth, LLC(5) 079857AC2 100% 10 year 2.367%
175 4.117% $1,142.80 $1,006.27 $142.80 7.300% Debentures due August
15, 2026 Indiana Bell Telephone Company, Incorporated 454614AK4
100% 10 year 2.367% 170 4.067% $1,234.95 $1,006.27 $234.95 7.125%
Debentures due March 15, 2026(9) Pacific Bell Telephone Company(11)
694032AT0 100% 10 year 2.367% 135 3.717% $1,241.13 $1,006.27
$241.13 7.000% Debentures, due October 1, 2025 BellSouth
Telecommunications, LLC(6) 079867AM9 100% 10 year 2.367% 140 3.767%
$1,217.48 $1,006.27 $217.48 7.850% Debentures due January 15, 2022
Michigan Bell Telephone Company
594185AQ3 100% 5 year
2.062% 100 3.062%
$1,184.05 $1,006.27 $184.05 Old
AT&T Notes 6.550% Global Notes due 2039 AT&T Inc. 00206RAS1
100% 30 year 2.792% 195 4.742% $1,240.05 $1,006.27 $240.05 6.400%
Global Notes due 2038 AT&T Inc. 00206RAN2 100% 30 year 2.792%
195 4.742% $1,215.56 $1,006.27 $215.56 6.300% Global Notes due 2038
AT&T Inc. 00206RAG7 100% 30 year 2.792% 195 4.742% $1,200.54
$1,006.27 $200.54 6.500% Global Notes due 2037 AT&T Inc.
00206RAD4 100% 30 year 2.792% 190 4.692% $1,231.06 $1,006.27
$231.06 6.800% Notes due 2036 AT&T Inc. 00206RAB8 100% 30 year
2.792% 185 4.642% $1,265.54 $1,006.27 $265.54 6.150% Global Notes
due 2034 AT&T Inc.(12) 78387GAQ6 100% 30 year 2.792% 180 4.592%
$1,180.88 $1,006.27 $180.88 6.450% Global Notes due 2034 AT&T
Inc.(12) 78387GAM5 100% 30 year 2.792% 180 4.592% $1,213.63
$1,006.27 $213.63
(1) The 5 year Reference UST Security
refers to the 2.000% U.S. Treasury Notes due October 31, 2022, the
10 year Reference UST Security refers to the 2.250% U.S. Treasury
Notes due August 15, 2027 and the 30 year Reference UST Security
refers to the 3.000% U.S. Treasury Notes due May 15, 2047.
(2) The bid-side yield on the Reference
UST Security.
(3) Reflects the bid-side yield on the
Reference UST Security plus the applicable Fixed Spread, calculated
in accordance with the procedures set forth in the Offering
Memorandum, dated October 30, 2017 (the “OpCo and AT&T Offering
Memorandum” and, together with the Maturity Extension Offering
Memorandum, the “Offering Memoranda”).
(4) Total Consideration includes the early
participation payment of $50.00 of principal amount of New 2046
Notes per $1,000 principal amount of OpCo Notes or Old AT&T
Notes.
(5) The 7.120% Debentures, due July 15,
2097, the 7.875% Debentures due 2030 and the 6.040% Debentures, due
November 15, 2026, were originally issued by BellSouth Capital
Funding Corporation, which subsequently merged with and into
BellSouth Corporation, which subsequently converted to BellSouth,
LLC.
(6) BellSouth Telecommunications, LLC
converted from BellSouth Telecommunications, Inc.
(7) The 6.000% Notes due 2034, the 6.550%
Notes due 2034 and the 6.875% Notes due 2031 were originally issued
by BellSouth Corporation, which subsequently converted to
BellSouth, LLC.
(8) AT&T Mobility LLC was formerly
known as Cingular Wireless LLC.
(9) The 8.250% Senior Notes due November
15, 2031 (with an initial interest rate of 8.000%) and the 7.125%
Debentures due March 15, 2026 are fully, unconditionally and
irrevocably guaranteed by AT&T.
(10) New Cingular Wireless Services, Inc.
was formerly known as AT&T Wireless Services, Inc.
(11) Pacific Bell Telephone Company was
formerly known as Pacific Bell.
(12) AT&T Inc. was formerly known as
SBC Communications Inc.
Each New AT&T Obligor Note issued in exchange for an OpCo
Note will have an interest rate and maturity that is identical to
the interest rate and maturity of the tendered OpCo Note, as well
as identical interest payment dates and optional redemption prices.
No accrued but unpaid interest will be paid on any OpCo Notes in
connection with the Obligor Exchange Offer. However, interest on
the applicable New AT&T Obligor Note will accrue from and
include the most recent interest payment date of the tendered OpCo
Note.
The interest rate on the New 2046 Notes will be 5.150%. The
yield on the New 2046 Notes will be 5.192% and the New Issue Price
of the New 2046 Notes will be $993.77, which has been determined by
reference to the bid-side yield on the 3.000% U.S. Treasury Notes
due May 15, 2047, as of the Pricing Time, which was 2.792%, plus
2.400%.
The OpCo and AT&T Exchange Offers are being conducted upon
the terms and subject to the conditions set forth in the OpCo and
AT&T Offering Memorandum, as amended by AT&T’s press
release, dated as of November 13, 2017, and the related letter of
transmittal and consent (the “OpCo and AT&T Letter of
Transmittal” and, together with the Maturity Extension Letter of
Transmittal, the “Letters of Transmittal”).
TERMS OF THE EXCHANGE OFFERS
The Maturity Extension Exchange Offers and the OpCo and AT&T
Exchange Offers (collectively, the “Exchange Offers”) are only
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) a “qualified institutional buyer” as defined in Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”) or (b) (i) a person who is not a “U.S. person” as defined
under 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 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 which
has implemented Directive 2003/71/EC, as amended, including by
Directive 2010/73/EU (the “Prospectus Directive”), a “qualified
investor” as defined in the Prospectus Directive and (iii) if
located or resident in Canada, is located or resident in a province
of Canada and is an “accredited investor” as such term is defined
in National Instrument 45-106 – Prospectus Exemptions (“NI
45-106”), 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 (“NI 31-103”) (each, an
“Eligible Holder”).
The Exchange Offers will expire at 11:59 p.m., New York City
time, on November 28, 2017, unless extended or earlier terminated
by AT&T. In accordance with the terms of the Exchange Offers,
the withdrawal deadline relating to the Exchange Offers occurred at
5:00 p.m. New York City time on November 13, 2017. 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 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.
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 Memoranda and
the Letters of Transmittal 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 (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.
Documents relating to the Exchange Offers will only be
distributed to holders of Old Notes who complete and return a
letter of eligibility confirming that they are Eligible Holders.
Holders of Old Notes who desire a copy of the eligibility letter
may contact Global Bondholder Services Corporation, the exchange
agent and information agent for the Exchange Offers, at (866)
470-3900 (toll-free) or (212) 430-3774 (collect) or by email at
contact@gbsc-usa.com.
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 Memoranda 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: http://www.businesswire.com/news/home/20171116006327/en/
For media inquiries:AT&T Corporate and Financial
CommunicationsMcCall Butler, 404-986-0456mb8191@att.comorFor
noteholder inquiries:Global Bondholder Services
CorporationPhone: 866-470-3900 (toll free) or 212-430-3774
(collect)contact@gbsc-usa.com
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