DALLAS, Nov. 29, 2017 /PRNewswire/ -- AT&T Inc.
(NYSE: T) ("AT&T") announced today the expiration of its
private offers to exchange forty-six series of notes across two
series of exchange offers and the solicitation of consents to amend
indentures governing certain series of notes, each as detailed
below.
MATURITY EXTENSION EXCHANGE OFFERS
In the first series of exchange offers, the "Maturity Extension
Exchange Offers", AT&T 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"). The table below identifies the
aggregate principal amount of each series of Maturity Extension
Pool 1 Notes validly tendered (and not validly withdrawn) in the
Maturity Extension Pool 1 Offer and the principal amount of each
series of Maturity Extension Pool 1 Notes that AT&T expects to
accept on December 1, 2017 (the
"Settlement Date");
Title of
Security
|
Issuer
|
CUSIP
Number
|
Consideration
Exchanged For
|
Acceptance
Priority
Level
|
Principal
Amount
Tendered(1)
|
Principal
Amount
AT&T
Expects to
Accept
|
Maturity Extension Pool
1 Notes
|
|
5.000% Global Notes
due 2021
|
AT&T
Inc.
|
00206RDA7
|
New 2028
Notes
|
1
|
$310,428,000
|
$310,428,000
|
5.000% Senior Notes
due 2021
|
DIRECTV Holdings
LLC, DIRECTV
Financing Co., Inc.
|
25459HBA2
|
New 2028
Notes
|
2
|
$29,608,000
|
$29,608,000
|
4.600% Global Notes
due 2021
|
AT&T
Inc.
|
00206RCZ3
|
New 2028
Notes
|
3
|
$245,359,000
|
$245,359,000
|
4.600% Senior Notes
due 2021
|
DIRECTV Holdings
LLC, DIRECTV
Financing Co., Inc.
|
25459HAW5
|
New 2028
Notes
|
4
|
$34,004,000
|
$34,004,000
|
4.450% Global Notes
due 2021
|
AT&T
Inc.
|
00206RAX0
|
New 2028
Notes
|
5
|
$396,841,000
|
$396,841,000
|
3.875% Global Notes
due 2021
|
AT&T
Inc.
|
00206RAZ5
|
New 2028
Notes
|
6
|
$328,395,000
|
$328,395,000
|
5.200% Global Notes
due 2020
|
AT&T
Inc.
|
00206RCY6
|
New 2028
Notes
|
7
|
$264,031,000
|
$264,031,000
|
5.200% Senior Notes
due 2020
|
DIRECTV Holdings
LLC, DIRECTV
Financing Co., Inc.
|
25459HAT2;
25459HAR6;
U25398AH8
|
New 2028
Notes
|
8
|
$88,741,000
|
$88,741,000
|
2.800% Global Notes
due 2021
|
AT&T
Inc.
|
00206RCR1
|
New 2028
Notes
|
9
|
$305,001,000
|
$305,001,000
|
2.450% Global Notes
due 2020
|
AT&T
Inc.
|
00206RCL4
|
New 2028
Notes
|
10
|
$249,559,000
|
$249,559,000
|
Floating Rate Global
Notes due 2020
|
AT&T
Inc.
|
00206RCK6
|
New 2028
Notes
|
11
|
$63,281,000
|
$63,281,000
|
|
(1) Reflects the
aggregate principal amount of each series of Maturity Extension
Pool 1 Notes that have been validly tendered for exchange and not
validly withdrawn, as of 11:59 p.m., New York City time, on
November 28, 2017 (the "Expiration Date"), based on information
provided by the exchange agent to AT&T.
|
and (ii) exchange (the "Maturity Extension Pool 2 Offer") 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"). The table below identifies the
aggregate principal amount of each series of Maturity Extension
Pool 2 Notes validly tendered (and not validly withdrawn) in the
Maturity Extension Pool 2 Offer and the principal amount of each
series of Maturity Extension Pool 2 Notes that AT&T expects to
accept on the Settlement Date.
Title of
Security
|
Issuer
|
CUSIP
Number
|
Consideration
Exchanged For
|
Acceptance
Priority
Level
|
Principal
Amount
Tendered(1)
|
Principal
Amount
AT&T
Expects to
Accept
|
Maturity Extension Pool
2 Notes
|
Zero Coupon Senior
Notes due 2022
|
AT&T
Inc.
|
00206RAE2
|
New 2030
Notes
|
1
|
$437,000,000
|
$437,000,000
|
3.800% Global Notes
due 2022
|
AT&T
Inc.
|
00206RDB5
|
New 2030
Notes
|
2
|
$402,785,000
|
$402,785,000
|
3.800% Senior Notes
due 2022
|
DIRECTV Holdings
LLC,
DIRECTV Financing
Co., Inc.
|
25459HBF1;
25459HBD6;
U25398AL9
|
New 2030
Notes
|
3
|
$19,973,000
|
$19,973,000
|
3.600% Global Notes
due 2023
|
AT&T
Inc.
|
00206RCS9
|
New 2030
Notes
|
4
|
$709,939,000
|
$709,939,000
|
3.000% Global Notes
due 2022 (February)
|
AT&T
Inc.
|
00206RBD3
|
New 2030
Notes
|
5
|
$393,166,000
|
$393,166,000
|
3.000% Global Notes
due 2022 (June)
|
AT&T
Inc.
|
00206RCM2
|
New 2030
Notes
|
6
|
$788,486,000
|
$788,484,000
|
2.625% Global Notes
due 2022
|
AT&T
Inc.
|
00206RBN1
|
New 2030
Notes
|
7
|
$381,257,000
|
$381,257,000
|
|
(1) Reflects the
aggregate principal amount of each series of Maturity Extension
Pool 2 Notes that have been validly tendered for exchange and not
validly withdrawn, as of the Expiration Date, based on information
provided by the exchange agent to AT&T.
|
The Maturity Extension Exchange Offers expired at 11:59 p.m., New York
City time, on November 28,
2017. Based on the amount of Old Maturity Extension Notes
tendered in the Maturity Extension Exchange Offers and in
accordance with the terms of the Maturity Extension Exchange
Offers, AT&T expects to accept, on the Settlement Date, (a) the
following Old Maturity Extension Notes validly tendered
(and not validly withdrawn): (i) all of the Maturity Extension
Pool 1 Notes at Acceptance Priority Levels 1 through 11 and
(ii) all of the Maturity Extension Pool 2 Notes at Acceptance
Priority Levels 1 through 7.
On the Settlement Date, AT&T expects to deliver an aggregate
principal amount of $2,449,011,000 of
New 2028 Notes and an aggregate principal amount of $3,156,272,000 of New 2030 Notes plus a cash
payment for (a) accrued and unpaid interest on the applicable
series of Old Maturity Extension Notes and (b) amounts due in
lieu of fractional amounts of New Maturity Extension Notes.
The Maturity Extension Exchange Offers were conducted upon the
terms and subject to the conditions set forth in an offering
memorandum (the "Maturity Extension Offering Memorandum"), dated
October 30, 2017, as amended by
AT&T's press release, dated as of November 13, 2017, and the related letter of
transmittal (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 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"). The table below identifies the aggregate principal amount
of each series of OpCo Notes validly tendered (and not validly
withdrawn) in the Obligor Exchange Offer and the principal amount
of each series of OpCo Notes that AT&T expects to accept on the
Settlement Date;
Title of
Series
of OpCo
Notes
|
Issuer
|
CUSIP
Number
|
Consideration
Exchanged For
|
Principal
Amount
Tendered(1)
|
Principal
Amount
AT&T Expects to
Accept
|
OpCo Notes
|
7.120% Debentures,
due July 15, 2097
|
BellSouth,
LLC(2)
|
079857AF5
|
7.120% Global Notes
due 2097
|
$85,856,000
|
$85,856,000
|
6.650% Zero-to-Full
Debentures, due December 15, 2095
|
BellSouth
Telecommunications, LLC(3)
|
079867AS6
|
6.650% Global Notes
due 2095
|
$32,050,000
|
$32,050,000
|
7.000% Debentures,
due December 1, 2095
|
BellSouth
Telecommunications, LLC(3)
|
079867AP2
|
7.000% Global Notes
due 2095
|
$45,534,000
|
$45,534,000
|
5.850% Debentures due
November 15, 2045
|
BellSouth
Telecommunications, LLC(3)
|
079867AN7
|
5.850% Global Notes
due 2045
|
$379,000
|
$379,000
|
5.950% Debentures due
January 15, 2038
|
Ameritech Capital
Funding Corporation
|
030955AP3
|
5.950% Global Notes
due 2038
|
$8,040,000
|
$8,040,000
|
6.000% Notes due
2034
|
BellSouth,
LLC(4)
|
079860AK8
|
6.000% Global Notes
due 2034
|
$71,392,000
|
$71,392,000
|
6.550% Notes due
2034
|
BellSouth,
LLC(4)
|
079860AE2
|
6.550% Global Notes
due 2034
|
$143,801,000
|
$143,801,000
|
7.125% Senior Notes
due 2031
|
AT&T Mobility
LLC(5)
|
17248RAJ5
|
7.125% Global Notes
due 2031
|
$148,730,000
|
$148,730,000
|
8.250% Senior Notes
due November 15, 2031(6)
|
AT&T
Corp.
|
001957BD0;
U03017BC0
|
8.250% Global Notes
due 2031
|
$217,786,000
|
$217,786,000
|
6.875% Notes due
2031
|
BellSouth,
LLC(4)
|
079860AD4
|
6.875% Global Notes
due 2031
|
$169,287,000
|
$169,287,000
|
8.750% Senior Notes
due 2031
|
New Cingular Wireless
Services, Inc.(7)
|
00209AAF3;
U0027MAC1
|
8.750% Global Notes
due 2031
|
$216,393,000
|
$216,393,000
|
7.875% Debentures due
2030
|
BellSouth,
LLC(2)
|
079857AH1
|
7.875% Global Notes
due 2030
|
$201,852,000
|
$201,852,000
|
6.500% Notes due
2029
|
AT&T
Corp.
|
001957AW9
|
6.500% Global Notes
due 2029
|
$6,820,000
|
$6,820,000
|
6.375% Debentures,
due June 1, 2028
|
BellSouth
Telecommunications, LLC(3)
|
079867AW7
|
6.375% Global Notes
due 2028
|
$95,418,000
|
$95,418,000
|
6.550% Debentures due
January 15, 2028
|
Ameritech Capital
Funding Corporation
|
030955AN8
|
6.550% Global Notes
due 2028
|
$114,586,000
|
$114,586,000
|
6.875% Debentures due
2027
|
Ameritech Capital
Funding Corporation
|
030955AJ7
|
6.875% Global Notes
due 2027
|
$11,001,000
|
$11,000,000
|
6.040% Debentures,
due November 15, 2026
|
BellSouth,
LLC(2)
|
079857AC2
|
6.040% Global Notes
due 2026
|
$15,000
|
------
|
7.300% Debentures due
August 15, 2026
|
Indiana Bell
Telephone Company, Incorporated
|
454614AK4
|
7.300% Global Notes
due 2026
|
$21,270,000
|
$21,270,000
|
7.125% Debentures due
March 15, 2026(6)
|
Pacific Bell
Telephone Company(8)
|
694032AT0
|
7.125% Global Notes
due 2026
|
$257,200,000
|
$257,200,000
|
7.000% Debentures,
due October 1, 2025
|
BellSouth
Telecommunications, LLC(3)
|
079867AM9
|
7.000% Global Notes
due 2025
|
$55,006,000
|
$55,006,000
|
7.850% Debentures due
January 15, 2022
|
Michigan Bell
Telephone Company
|
594185AQ3
|
7.850% Global Notes
due 2022
|
$83,184,000
|
$83,184,000
|
|
(1) Reflects the
aggregate principal amount of each series of OpCo Notes that have
been validly tendered for exchange pursuant to the Obligor Exchange
Offer and not validly withdrawn, as of the Expiration Date, based
on information provided by the exchange agent to
AT&T.
|
(2) 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.
|
(3) BellSouth
Telecommunications, LLC converted from BellSouth
Telecommunications, Inc.
|
(4) 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.
|
(5) AT&T Mobility
LLC was formerly known as Cingular Wireless LLC.
|
(6) 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.
|
(7) New Cingular
Wireless Services, Inc. was formerly known as AT&T Wireless
Services, Inc.
|
(8) 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"). The table below identifies the aggregate principal
amount of each series of OpCo Notes and Old AT&T Notes validly
tendered (and not validly withdrawn) in the New 2046 Exchange Offer
and the principal amount of each series of OpCo Notes and Old
AT&T Notes that AT&T expects to accept on the Settlement
Date;
Title of
Security
|
Issuer
|
CUSIP
Number
|
Consideration
Exchanged For
|
Principal
Amount
Tendered(1)
|
Principal
Amount
AT&T Expects to
Accept
|
OpCo Notes
|
7.120% Debentures,
due July 15, 2097
|
BellSouth,
LLC(2)
|
079857AF5
|
New 2046
Notes
|
$86,501,000
|
$86,500,000
|
6.650% Zero-to-Full
Debentures, due December 15, 2095
|
BellSouth
Telecommunications, LLC(3)
|
079867AS6
|
New 2046
Notes
|
$31,375,000
|
$31,375,000
|
7.000% Debentures,
due December 1, 2095
|
BellSouth
Telecommunications, LLC(3)
|
079867AP2
|
New 2046
Notes
|
$19,516,000
|
$19,516,000
|
5.850% Debentures due
November 15, 2045
|
BellSouth
Telecommunications, LLC(3)
|
079867AN7
|
New 2046
Notes
|
$34,134,000
|
$34,134,000
|
5.950% Debentures due
January 15, 2038
|
Ameritech Capital
Funding Corporation
|
030955AP3
|
New 2046
Notes
|
------
|
------
|
6.000% Notes due
2034
|
BellSouth,
LLC(4)
|
079860AK8
|
New 2046
Notes
|
$17,749,000
|
$17,749,000
|
6.550% Notes due
2034
|
BellSouth,
LLC(4)
|
079860AE2
|
New 2046
Notes
|
$42,545,000
|
$42,544,000
|
7.125% Senior Notes
due 2031
|
AT&T Mobility
LLC(5)
|
17248RAJ5
|
New 2046
Notes
|
$70,045,000
|
$70,045,000
|
8.250% Senior Notes
due November 15, 2031(6)
|
AT&T
Corp.
|
001957BD0;
U03017BC0
|
New 2046
Notes
|
$98,800,000
|
$98,800,000
|
6.875% Notes due
2031
|
BellSouth,
LLC(4)
|
079860AD4
|
New 2046
Notes
|
$29,678,000
|
$29,678,000
|
8.750% Senior Notes
due 2031
|
New Cingular Wireless
Services, Inc.(7)
|
00209AAF3;
U0027MAC1
|
New 2046
Notes
|
$146,211,000
|
$146,211,000
|
7.875% Debentures due
2030
|
BellSouth,
LLC(2)
|
079857AH1
|
New 2046
Notes
|
$36,550,000
|
$36,550,000
|
6.500% Notes due
2029
|
AT&T
Corp.
|
001957AW9
|
New 2046
Notes
|
$9,875,000
|
$9,875,000
|
6.375% Debentures,
due June 1, 2028
|
BellSouth
Telecommunications, LLC(3)
|
079867AW7
|
New 2046
Notes
|
$22,334,000
|
$22,334,000
|
6.550% Debentures due
January 15, 2028
|
Ameritech Capital
Funding Corporation
|
030955AN8
|
New 2046
Notes
|
$38,821,000
|
$38,821,000
|
6.875% Debentures due
2027
|
Ameritech Capital
Funding Corporation
|
030955AJ7
|
New 2046
Notes
|
$13,033,000
|
$13,033,000
|
6.040% Debentures,
due November 15, 2026
|
BellSouth,
LLC(2)
|
079857AC2
|
New 2046
Notes
|
------
|
------
|
7.300% Debentures due
August 15, 2026
|
Indiana Bell
Telephone Company, Incorporated
|
454614AK4
|
New 2046
Notes
|
$33,983,000
|
$33,983,000
|
7.125% Debentures due
March 15, 2026(6)
|
Pacific Bell
Telephone Company(8)
|
694032AT0
|
New 2046
Notes
|
$87,983,000
|
$87,983,000
|
7.000% Debentures,
due October 1, 2025
|
BellSouth
Telecommunications, LLC(3)
|
079867AM9
|
New 2046
Notes
|
$7,145,000
|
$7,145,000
|
7.850% Debentures due
January 15, 2022
|
Michigan Bell
Telephone Company
|
594185AQ3
|
New 2046
Notes
|
$14,016,000
|
$14,016,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Old AT&T
Notes
|
|
|
|
|
|
6.550% Global Notes
due 2039
|
AT&T
Inc.
|
00206RAS1
|
New 2046
Notes
|
$260,481,000
|
$260,481,000
|
6.400% Global Notes
due 2038
|
AT&T
Inc.
|
00206RAN2
|
New 2046
Notes
|
$32,316,000
|
$32,316,000
|
6.300% Global Notes
due 2038
|
AT&T
Inc.
|
00206RAG7
|
New 2046
Notes
|
$215,299,000
|
$215,299,000
|
6.500% Global Notes
due 2037
|
AT&T
Inc.
|
00206RAD4
|
New 2046
Notes
|
$245,667,000
|
$245,667,000
|
6.800% Notes due
2036
|
AT&T
Inc.
|
00206RAB8
|
New 2046
Notes
|
$21,645,000
|
$21,645,000
|
6.150% Global Notes
due 2034
|
AT&T
Inc.(9)
|
78387GAQ6
|
New 2046
Notes
|
$63,983,000
|
$63,983,000
|
6.450% Global Notes
due 2034
|
AT&T
Inc.(9)
|
78387GAM5
|
New 2046
Notes
|
$60,641,000
|
$60,641,000
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Reflects the
aggregate principal amount of each series of OpCo Notes or Old
AT&T Notes that have been validly tendered for exchange
pursuant to the New 2046 Exchange Offer and not validly withdrawn
as of the Expiration Date, based on information provided by the
exchange agent to AT&T.
|
(2) 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.
|
(3) BellSouth
Telecommunications, LLC converted from BellSouth
Telecommunications, Inc.
|
(4) 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.
|
(5) AT&T Mobility
LLC was formerly known as Cingular Wireless LLC.
|
(6) 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.
|
(7) New Cingular
Wireless Services, Inc. was formerly known as AT&T Wireless
Services, Inc.
|
(8) Pacific Bell
Telephone Company was formerly known as Pacific Bell.
|
(9) AT&T Inc. was
formerly known as SBC Communications Inc.
|
The OpCo and AT&T Exchange Offers expired at 11:59 p.m., New York
City time, on November 28,
2017. Based on the amount of OpCo Notes and Old AT&T
Notes tendered in the OpCo and AT&T Exchange Offers and in
accordance with the terms of the OpCo and AT&T Exchange Offers,
AT&T expects to accept, on the Settlement Date, (a) all of the
OpCo Notes validly tendered (and not validly withdrawn) pursuant to
the Obligor Exchange, except for the 6.040% Debentures, due
November 15, 2026, of BellSouth, LLC
(the "6.040% Debentures") and (b) all of the OpCo Notes and
Old AT&T Notes validly tendered (and not validly withdrawn)
pursuant to the New 2046 Exchange Offer, except for the 6.040%
Debentures.
On the Settlement Date, AT&T expects to deliver an aggregate
principal amount of (i) $83,184,000
aggregate principal amount of 7.850% Global Notes due 2022, (ii)
$55,006,000 aggregate principal
amount of 7.000% Global Notes due 2025, (iii) $257,200,000 aggregate principal amount of 7.125%
Global Notes due 2026, (iv) $21,270,000 aggregate principal amount of 7.300%
Global Notes due 2026,(v) $11,000,000 aggregate principal
amount of 6.875% Global Notes due 2027, (vi) $114,586,000 aggregate principal amount of 6.550%
Global Notes due 2028, (vii) $95,418,000 aggregate principal amount of 6.375%
Global Notes due 2028, (viii) $6,820,000 aggregate principal amount of 6.500%
Global Notes due 2029, (ix) $201,852,000 aggregate principal amount of 7.875%
Global Notes due 2030, (x) $216,393,000 aggregate principal amount of 8.750%
Global Notes due 2031, (xi) $169,287,000 aggregate principal amount of 6.875%
Global Notes due 2031, (xii) $217,786,000 aggregate principal amount of 8.250%
Global Notes due 2031, (xiii) $148,730,000 aggregate principal amount of 7.125%
Global Notes due 2031, (xiv) $143,801,000 aggregate principal amount of 6.550%
Global Notes due 2034, (xv) $71,388,000 aggregate principal amount of 6.000%
Global Notes due 2034, (xvi) $8,040,000 aggregate principal amount of 5.950%
Global Notes due 2038, (xvii) $379,000 aggregate principal amount of 5.850%
Global Notes due 2045, (xviii) $1,750,725,000 aggregate principal amount of New
2046 Notes, (xix) $45,534,000 aggregate principal amount of
7.000% Global Notes due 2095, (xx) $32,050,000 aggregate principal amount of 6.650%
Global Notes due 2095 and (xxi) $85,856,000 aggregate principal amount of 7.120%
Global Notes due 2097 of the Company plus a cash payment for
(a) $1.00 per $1,000 principal
amount of OpCo Notes validly tendered (and not validly withdrawn)
pursuant to the Obligor Exchange, (b) the cash payment percent
of premium offered on the OpCo Notes and Old AT&T Notes validly
tendered (and not validly withdrawn) pursuant to the New 2046
Exchange Offer, in accordance with the terms and conditions set
forth in the offering memorandum (the "OpCo and AT&T Offering
Memorandum" and, together with the Maturity Extension Offering
Memorandum, the "Offering Memoranda"), dated October 30, 2017, 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") and (c) amounts due in lieu of fractional
amounts of OpCo Notes and Old AT&T Notes.
In connection with the OpCo and AT&T Exchange Offers,
AT&T also solicited consents (the "Consent Solicitations") from
holders of the OpCo Notes to eliminate substantially all of the
restrictive covenants in the indentures governing the OpCo Notes
(the "OpCo Indentures"). As of the Expiration Date, the necessary
consents to adopt the proposed amendments to the relevant OpCo
Indentures with respect to each of the following OpCo Notes were
obtained: (i) 7.120% Debentures, due July
15, 2097 of BellSouth, LLC, (ii) 5.950% Debentures due
January 15, 2038 of Ameritech Capital
Funding Corporation, (iii) 6.550% Notes due 2034 of BellSouth,
LLC, (iv) 8.250% Senior Notes due November
15, 2031 of AT&T Corp., (v) 6.875% Notes due 2031 of
BellSouth, LLC, (vi) 7.875% Debentures due 2030 of BellSouth, LLC,
(vii) 6.550% Debentures due January 15,
2028 of Ameritech Capital Funding Corporation, (viii) 7.300%
Debentures due August 15, 2026 of
Indiana Bell Telephone Company, Incorporated and (ix) 7.125%
Debentures due March 15, 2026 of
Pacific Bell Telephone Company. As previously announced, AT&T
has decided to waive the Requisite Consent condition (as defined in
the OpCo and AT&T Offering Memorandum (as defined below)) with
respect to all series of OpCo Notes other than the 6.040%
Debentures, due November 15, 2026. As
a result, the proposed amendments will become effective on the
Settlement Date with respect to the aforementioned series of OpCo
Notes for which the necessary consents were received.
The OpCo and AT&T Exchange Offers were 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 OpCo and AT&T Letter of Transmittal.
TERMS OF THE EXCHANGE OFFERS
The Maturity Extension Exchange Offers and the OpCo and AT&T
Exchange Offers (collectively, the "Exchange Offers") were only
made, and the New Notes were only offered to, and copies of the
offering documents were only 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 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 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 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.
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
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SOURCE AT&T Inc.