DALLAS, May 16, 2019 /CNW/ -- AT&T Inc. (NYSE: T)
("AT&T") announced today that, as of 5:00 p.m., New York
City time, on May 15, 2019
(the "Early Participation Date"), the aggregate principal amount of
each series of notes listed in the table below (collectively, the
"Old Notes") issued by Warner Media, LLC or Historic TW Inc. had
been validly tendered and not validly withdrawn in connection with
AT&T's previously announced offers to exchange all validly
tendered (and not validly withdrawn) and accepted Old Notes of each
such series for new notes to be issued by AT&T (collectively,
the "AT&T Notes"), and the related solicitation of consents to
amend the indentures governing the Old Notes.
Series of Old
Notes to
be Exchanged
|
|
Issuer
|
|
CUSIP/ISIN
No.
|
|
Aggregate
Principal
Amount Tendered in
the Exchange Offers
as of the Early
Participation Date
|
|
Aggregate
Principal
Amount of Consents
Received as of the Early
Participation Date(4)
|
|
Percentage of
Total
Outstanding
Principal Amount of
such Series of Old
Notes With Respect
to Which Consents
Were Received(4)
|
|
|
|
|
|
|
|
|
|
|
|
4.00% Notes due
2022(1)
|
|
Time
Warner(2)
|
|
887317AN5
|
|
$444,594,000
|
|
$444,594,000
|
|
88.92%
|
|
|
|
|
|
|
|
|
|
|
|
3.40% Notes due
2022(1)
|
|
Time
Warner(2)
|
|
887317AQ8
|
|
$402,403,000
|
|
$402,403,000
|
|
80.48%
|
|
|
|
|
|
|
|
|
|
|
|
9.15% Debentures
due
2023(1)
|
|
Historic
TW(3)
|
|
887315AM1
|
|
$125,918,000
|
|
$165,817,000
|
|
58.85%
|
|
|
|
|
|
|
|
|
|
|
|
4.05% Notes due
2023(1)
|
|
Time
Warner(2)
|
|
887317AR6
|
|
$408,555,000
|
|
$408,555,000
|
|
81.71%
|
|
|
|
|
|
|
|
|
|
|
|
7.57% Debentures
due
2024(1)
|
|
Historic
TW(3)
|
|
887315BH1
|
|
$54,168,000
|
|
$86,456,000
|
|
63.52%
|
|
|
|
|
|
|
|
|
|
|
|
3.55% Notes due
2024(1)
|
|
Time
Warner(2)
|
|
887317AV7
|
|
$587,038,000
|
|
$587,038,000
|
|
78.27%
|
|
|
|
|
|
|
|
|
|
|
|
3.60% Notes due
2025(1)
|
|
Time
Warner(2)
|
|
887317AW5
|
|
$1,328,163,000
|
|
$1,328,163,000
|
|
88.54%
|
|
|
|
|
|
|
|
|
|
|
|
3.875% Notes due
2026(1)
|
|
Time
Warner(2)
|
|
887317AZ8
|
|
$540,604,000
|
|
$540,604,000
|
|
90.10%
|
|
|
|
|
|
|
|
|
|
|
|
6.85% Debentures
due
2026
|
|
Historic
TW(3)
|
|
887315BB4
|
|
$25,000
|
|
$5,233,000
|
|
24.03%
|
|
|
|
|
|
|
|
|
|
|
|
2.95% Notes due
2026(1)
|
|
Time
Warner(2)
|
|
887317BA2
|
|
$706,862,000
|
|
$706,862,000
|
|
88.36%
|
|
|
|
|
|
|
|
|
|
|
|
3.80% Notes due
2027(1)
|
|
Time
Warner(2)
|
|
887317BB0
|
|
$1,328,590,000
|
|
$1,328,590,000
|
|
88.57%
|
|
|
|
|
|
|
|
|
|
|
|
6.95% Debentures
due
2028(1)
|
|
Historic
TW(3)
|
|
887315BM0
|
|
$43,801,000
|
|
$87,150,000
|
|
51.26%
|
|
|
|
|
|
|
|
|
|
|
|
6 5/8% Debentures
due
2029(1)
|
|
Historic
TW(3)
|
|
887315BN8
|
|
$190,040,000
|
|
$306,063,000
|
|
76.07%
|
|
|
|
|
|
|
|
|
|
|
|
7.625% Debentures
due
2031(1)
|
|
Time
Warner(2)
|
|
00184AAC9
|
|
$177,235,000
|
|
$291,302,000
|
|
58.67%
|
|
|
|
|
|
|
|
|
|
|
|
7.700% Debentures
due
2032(1)
|
|
Time
Warner(2)
|
|
00184AAG0
|
|
$133,645,000
|
|
$230,033,000
|
|
56.45%
|
|
|
|
|
|
|
|
|
|
|
|
8.30% Discount
Debentures due 2036
|
|
Historic
TW(3)
|
|
887315AZ2
|
|
$694,000
|
|
$1,331,000
|
|
0.84%
|
|
|
|
|
|
|
|
|
|
|
|
6.50% Debentures
due
2036(1)
|
|
Time
Warner(2)
|
|
887317AD7
|
|
$160,252,000
|
|
$301,668,000
|
|
76.89%
|
|
|
|
|
|
|
|
|
|
|
|
6.200% Debentures
due
2040(1)
|
|
Time
Warner(2)
|
|
887317AE5
|
|
$322,477,000
|
|
$322,477,000
|
|
90.36%
|
|
|
|
|
|
|
|
|
|
|
|
6.10% Debentures
due
2040(1)
|
|
Time
Warner(2)
|
|
887317AH8
|
|
$385,429,000
|
|
$385,429,000
|
|
83.88%
|
|
|
|
|
|
|
|
|
|
|
|
6.25% Debentures
due
2041(1)
|
|
Time
Warner(2)
|
|
887317AL9
|
|
$516,768,000
|
|
$516,768,000
|
|
86.79%
|
|
|
|
|
|
|
|
|
|
|
|
5.375% Debentures
due
2041(1)
|
|
Time
Warner(2)
|
|
887317AM7
|
|
$446,957,000
|
|
$446,957,000
|
|
89.39%
|
|
|
|
|
|
|
|
|
|
|
|
4.90% Debentures
due
2042(1)
|
|
Time
Warner(2)
|
|
887317AP0
|
|
$388,500,000
|
|
$388,500,000
|
|
77.70%
|
|
|
|
|
|
|
|
|
|
|
|
5.35% Debentures
due
2043(1)
|
|
Time
Warner(2)
|
|
887317AS4
|
|
$436,339,000
|
|
$436,339,000
|
|
87.27%
|
|
|
|
|
|
|
|
|
|
|
|
4.65% Debentures
due
2044(1)
|
|
Time
Warner(2)
|
|
887317AU9
|
|
$470,637,000
|
|
$470,637,000
|
|
78.44%
|
|
|
|
|
|
|
|
|
|
|
|
4.85% Debentures
due
2045(1)
|
|
Time
Warner(2)
|
|
887317AX3
|
|
$795,686,000
|
|
$795,686,000
|
|
88.41%
|
|
|
|
|
|
|
|
|
|
|
|
1.95% Notes due
2023(1)
|
|
Time
Warner(2)
|
|
XS1266734349
|
|
€523,296,000
|
|
€523,296,000
|
|
74.76%
|
|
(1) The requisite
consents for adopting the proposed amendments to the applicable
indenture were received for this series of Old Notes.
Consents received in the Exchange Offers (as defined below) and in
the previously announced offers by AT&T to purchase for cash
(the "Concurrent Cash Tender Offers") certain series of the Old
Notes have been combined.
|
(2) References to
Time Warner refer to Warner Media, LLC, the successor in interest
to Time Warner Inc.
|
(3) References to
Historic TW refer to Historic TW Inc., the successor in interest to
Time Warner Companies Inc.
|
(4) Reflects consents
received with respect to the applicable series of Old Notes in the
Exchange Offers plus, if applicable, consents received with respect
to the applicable series of Old Notes in Concurrent Cash Tender
Offers.
|
Solely with respect to the 6.85% Debentures due 2026 and the
8.30% Discount Debentures due 2036, in each case issued by Historic
TW (the "Extended Consent Revocation Deadline Notes"), AT&T
also announced it has extended the deadline to revoke consents to
amend the indentures governing the Extended Consent Revocation
Deadline Notes (the "Consent Revocation Deadline") from
5:00 p.m., New York City time, on May 15, 2019 to the earlier of (1) the date on
which the supplemental indenture reflecting the proposed amendments
is executed with respect to applicable series of Extended Consent
Revocation Deadline Notes and (2) 9:00 a.m., New York City time, on May 31, 2019 (such date, with respect to each
applicable series of Extended Consent Revocation Deadline Notes,
the "Extended Consent Revocation Deadline"). Holders of
Extended Consent Revocation Deadline Notes will not be given prior
notice that a supplemental indenture is being executed with respect
to any series of Extended Consent Revocation Deadline Notes, and
such holders will not be able to revoke a consent that was
delivered with a validly tendered Extended Consent Revocation
Deadline Note after the execution of the supplemental indenture
with respect to that series of Extended Consent Revocation Deadline
Notes.
The Consent Revocation Deadline for all other series of Old
Notes (other than the Extended Consent Revocation Deadline Notes)
has not been extended and occurred on 5:00
p.m., New York City time,
on May 15, 2019. As a result,
consents to amend the indentures governing the Old Notes that have
been validly delivered in connection with any Old Notes (other than
the Extended Consent Revocation Deadline Notes) may no longer be
revoked.
The exchange offers and consent solicitations (together, the
"Exchange Offers") are being made pursuant to the terms and
conditions set forth in AT&T's prospectus, dated as of
May 13, 2019 (the "Prospectus"),
which forms a part of the Registration Statement (as defined
below), and, with respect to the U.S. dollar-denominated Old Notes
(the "Old U.S. Notes"), the related Letter of Transmittal and
Consent (the "Letter of Transmittal"). The Exchange Offers
will expire at 9:00 a.m.,
New York City time, on
May 31, 2019.
A Registration Statement on Form S-4 (File No. 333-231171) (the
"Registration Statement") relating to the issuance of the AT&T
Notes was filed with the Securities and Exchange Commission ("SEC")
on May 2, 2019 (as amended by
Amendment No. 1 to the Registration Statement filed with the SEC on
May 13, 2019) and declared effective
by the SEC on May 13, 2019.
Questions concerning the terms of the Exchange Offers for the
Old U.S. Notes 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
|
Questions concerning the terms of the Exchange Offer for the Old
Euro Notes should be directed to the following dealer managers:
Merrill Lynch
International 2 King Edward Street
London EC1A
1HQ
United
Kingdom
Attention: Liability
Management
Group
Toll: +44 (0) 20 7996
5420
|
Deutsche
Bank
Winchester
House
1 Great Winchester
Street
London EC2N
2DB
United
Kingdom
Attention: Liability
Management
Group
Phone: +44 20 7545
8011
|
J.P.
Morgan 383 Madison Avenue
New York, New York
10179
Attention: Liability
Management Desk
Collect: (212)
834-3424
Toll-Free: (866)
834-4666
|
Questions concerning tender procedures for the Old Notes and
requests for additional copies of the Prospectus and the Letter of
Transmittal should be directed to the exchange 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 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 and is also not a solicitation of the related
consents. The Exchange Offers may be made solely pursuant to
the terms and conditions described in the Prospectus, the Letter of
Transmittal and the other related materials.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction.
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.
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"); or (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 (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.
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 Registration Statement 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.
For Holders of Old
Notes, contact:
|
Global Bondholder
Services Corporation
|
Phone:
|
(866) 470-3900 (toll
free)
|
|
(212) 430-3774
(collect)
|
|
|
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SOURCE AT&T Inc.