AT&T Inc. (NYSE: T) (“AT&T”) announced today the final
results of five separate private offers to exchange (each, an
“Exchange Offer” and collectively, the “Exchange Offers”), any and
all of the outstanding notes listed in the table below, which have
a special mandatory redemption (“SMR”) provision (collectively, the
“Old Notes”), in exchange for five new series of AT&T’s senior
notes which do not have an SMR provision (the “New Notes”) and
cash, on the terms and subject to the conditions set forth in the
Offering Memorandum dated February 15, 2018 (the “Offering
Memorandum” and, together with the notice of guaranteed delivery,
the “Exchange Offer Documents”).
The Exchange Offers expired at 5:00 p.m., New York City time, on
February 22, 2018. Based on the amount of Old Notes tendered in the
Exchange Offers and in accordance with the terms of the Exchange
Offers, AT&T accepted, on February 27, 2018, the Old Notes
validly tendered and not validly withdrawn pursuant to the Exchange
Offers as set forth in the table below.
Principal Amount
Principal Principal Title of Series of Old
Notes to be Outstanding Minimum Amount
Amount AT&T Exchanged (mm)
ISIN No. Condition (mm) Tendered
(1) Accepted Floating Rate Global Notes due 2023
€1,250 XS1629866606 €500 €878,507,000 €878,507,000 1.050% Global
Notes due 2023 €750 XS1629865897 €300 €450,273,000 €450,273,000
1.800% Global Notes due 2026 €1,750 XS1629866192 €500
€1,489,219,000 €1,489,219,000 2.350% Global Notes due 2029 €1,500
XS1629866275 €500 €1,260,469,000 €1,260,469,000 3.550% Global Notes
due 2037 £1,000 XS1634248865 £250
£48,436,000 £0 (1) Reflects the aggregate principal
amount of each series of Old Notes (i) that have been validly
tendered and not validly withdrawn, at or prior to February 22,
2018 or (ii) with respect to which a properly completed and duly
executed notice of guaranteed delivery and all other required
documents were delivered at or prior to February 22, 2018 and that
were tendered pursuant to the Cash Offers at or prior to 5:00 p.m.,
New York City time, on February 26, 2018 pursuant to guaranteed
delivery procedures, based, in each case, on information provided
by the exchange agent to AT&T.
In connection with the settlement of the Exchange Offers,
AT&T delivered an aggregate principal amount of
(i) €878,507,000 of Floating Rate Global Notes due 2023; (ii)
€450,273,000 of 1.050% Global Notes due 2023; (iii) €1,489,219,000
of 1.800% Global Notes due 2026 and (iv) €1,260,469,000 of 2.350%
Global Notes due 2029, in each case for the respective series of
Old Notes validly tendered and accepted by AT&T, plus a cash
fee of €2.50 per €1,000 principal amount of Old Notes validly
tendered and accepted by AT&T.
The amount of outstanding Old Notes validly tendered and not
validly withdrawn as of February 22, 2018, as reflected in the
table above, satisfied the minimum condition in each of the
Exchange Offers, except with respect to the 3.550% Global Notes due
2037.
The Exchange Offers were only made, the New Notes were only
offered and will only be issued, and copies of the Offering
Memorandum were only made available, to a holder of Old Notes who
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 the European Economic Area, that
they are persons other than “retail investors” (for these purposes,
a retail investor means a person who is one (or more) of: (x) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); or (y) a customer within
the meaning of Directive 2002/92/EC (as amended, the “Insurance
Mediation Directive”), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (z) not a qualified investor as defined in Directive
2003/71/EC (as amended, 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, 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.
Only Exchange Offer Eligible Holders who confirmed they are
Exchange Offer Eligible Holders were authorized to receive or
review the Exchange Offer Documents or to participate in the
Exchange Offers.
The New Notes have not been and will not be 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 were made solely by the Exchange Offer Documents
and only to such persons and in such jurisdictions as is permitted
under applicable law.
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.
In the United Kingdom, this press release is only being
communicated to, and any other documents or materials relating to
the Exchange Offers were only 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.
Lucid Issuer Services Limited acted as the exchange agent and
information agent in the Exchange Offers. Questions or requests for
assistance related to the Exchange Offers or for additional copies
of the Exchange Offer Documents may be directed to Lucid Issuer
Services Limited at +44 (0) 20 7704 0880.
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 Offering Memorandum 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/20180227006342/en/
AT&T Corporate and Financial CommunicationsMcCall Butler,
404-986-0456mb8191@att.com
AT&T (NYSE:T)
Historical Stock Chart
From Feb 2024 to Mar 2024
AT&T (NYSE:T)
Historical Stock Chart
From Mar 2023 to Mar 2024