DALLAS–(BUSINESS WIRE)–AT&T Inc. (NYSE: T) announced today the expiration of its fifty-three offers to purchase for cash any and all of the outstanding notes listed in the table below (collectively, the “Notes”). The offers were made on the terms and conditions set forth in the offer to purchase dated November 18, 2019 and the accompanying letter of transmittal.
The offers expired at 11:59 p.m., New York City time, on December 16, 2019. The settlement date is expected to be December 19, 2019. AT&T expects to accept all of the Notes validly tendered and not validly withdrawn. Holders will receive the applicable Total Consideration (as defined in the offer to purchase) and accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the settlement date.
The table below provides the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn at or prior to the expiration date and the aggregate principal amount of each series of Notes that will be outstanding following the settlement date.
|
Title of Notes |
Issuer |
Principal |
CUSIP |
Aggregate Principal |
Principal Amount |
|
7.85% Debentures due January 15, 2022 |
Michigan Bell Telephone Company(2) |
$102,800,000 |
594185AQ3 |
$21,410,000 |
$81,390,000 |
|
4.00% Notes due 2022+ |
Time Warner(3) |
$77,900,000 |
887317AN5 |
$15,320,000 |
$62,580,000 |
|
3.800% Senior Notes due 2022 |
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
$65,028,000 |
25459HBF1 |
$4,689,000 |
$60,339,000 |
|
3.40% Notes due 2022+ |
Time Warner(3) |
$95,318,000 |
887317AQ8 |
$32,135,000 |
$63,183,000 |
|
9.15% Debentures due 2023+ |
Historic TW(4) |
$115,871,000 |
887315AM1 |
$9,493,000 |
$106,378,000 |
|
4.05% Notes due 2023+ |
Time Warner(3) |
$88,713,000 |
887317AR6 |
$6,486,000 |
$82,227,000 |
|
7.57% Debentures due 2024+ |
Historic TW(4) |
$49,643,000 |
887315BH1 |
$8,742,000 |
$40,901,000 |
|
4.450% Senior Notes due 2024* + |
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
$42,036,000 |
25459HBL8 |
$6,739,000 |
$35,297,000 |
|
3.55% Notes due 2024* + |
Time Warner(3) |
$160,452,000 |
887317AV7 |
$98,718,000 |
$61,734,000 |
|
3.95% Senior Notes due 2025* + |
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
$38,659,000 |
25460CAA1 |
$16,882,000 |
$21,777,000 |
|
3.60% Notes due 2025* + |
Time Warner(3) |
$154,399,000 |
887317AW5 |
$25,214,000 |
$129,185,000 |
|
7% Debentures, due October 1, 2025 |
BellSouth Telecommunications, LLC(5) |
$105,567,000 |
079867AM9 |
$5,702,000 |
$99,865,000 |
|
6.85% Debentures due 2026 |
Historic TW(4) |
$16,568,000 |
887315BB4 |
$11,000 |
$16,557,000 |
|
3.875% Notes due 2026* + |
Time Warner(3) |
$53,936,000 |
887317AZ8 |
$24,397,000 |
$29,539,000 |
|
7 1/8% Debentures due March 15, 2026(6) ** + |
Pacific Bell Telephone Company(2)(7) |
$279,817,000 |
694032AT0 |
$56,860,000 |
$222,957,000 |
|
2.95% Notes due 2026* + |
Time Warner(3) |
$85,245,000 |
887317BA2 |
$42,091,000 |
$43,154,000 |
|
7.30% Debentures due August 15, 2026+ |
Indiana Bell Telephone Company, Incorporated(2) |
$28,063,000 |
454614AK4 |
$1,873,000 |
$26,190,000 |
|
6.04% Debentures, due November 15, 2026 |
BellSouth, LLC(8) |
$4,295,000 |
079857AC2 |
$2,169,000 |
$2,126,000 |
|
3.80% Notes due 2027* + |
Time Warner(3) |
$93,503,000 |
887317BB0 |
$39,402,000 |
$54,101,000 |
|
6.875% Debentures due 2027 |
Ameritech Capital Funding Corporation |
$43,380,000 |
030955AJ7 |
$7,544,000 |
$35,836,000 |
|
6.55% Debentures due January 15, 2028+ |
Ameritech Capital Funding Corporation(2) |
$104,205,000 |
030955AN8 |
$3,957,000 |
$100,248,000 |
|
6.95% Debentures due 2028+ |
Historic TW(4) |
$82,846,000 |
887315BM0 |
$16,286,000 |
$66,560,000 |
|
6 3/8% Debentures, due June 1, 2028 |
BellSouth Telecommunications, LLC(5) |
$215,798,000 |
079867AW7 |
$18,607,000 |
$197,191,000 |
|
6.500% Notes due 2029 |
AT&T Corp. |
$120,939,000 |
001957AW9 |
$5,615,000 |
$115,324,000 |
|
6 5/8% Debentures due 2029+ |
Historic TW(4) |
$96,046,000 |
887315BN8 |
$33,731,000 |
$62,315,000 |
|
7 7/8% Debentures due 2030+ |
BellSouth, LLC(8) |
$121,479,000 |
079857AH1 |
$72,744,000 |
$48,735,000 |
|
8.750% Senior Notes due 2031 |
New Cingular Wireless Services, Inc.(9) |
$348,621,000 |
00209AAF3 |
$73,679,000 |
$274,942,000 |
|
7.625% Debentures due 2031+ |
Time Warner(3) |
$193,988,000 |
00184AAC9 |
$38,522,000 |
$155,466,000 |
|
6 7/8% Notes due 2031+ |
BellSouth, LLC(10) |
$125,832,000 |
079860AD4 |
$12,075,000 |
$113,757,000 |
|
8.750% Senior Notes due November 15, 2031(6) + |
AT&T Corp. |
$168,321,000 |
001957BD0 |
$59,254,000 |
$109,067,000 |
|
7.125% Senior Notes due 2031 |
AT&T Mobility LLC(11) |
$190,000,000 |
17248RAJ5 |
$38,598,000 |
$151,402,000 |
|
7.700% Debentures due 2032+ |
Time Warner(3) |
$153,445,000 |
00184AAG0 |
$14,394,000 |
$139,051,000 |
|
6.550% Notes due 2034+ |
BellSouth, LLC(10) |
$157,011,000 |
079860AE2 |
$9,602,000 |
$147,409,000 |
|
6.00% Notes due 2034 |
BellSouth, LLC(10) |
$227,344,000 |
079860AK8 |
$26,289,000 |
$201,055,000 |
|
8.30% Discount Debentures due 2036 |
Historic TW(4) |
$157,766,000 |
887315AZ2 |
$1,759,000 |
$156,007,000 |
|
6.50% Debentures due 2036+ |
Time Warner(3) |
$90,652,000 |
887317AD7 |
$75,156,000 |
$15,496,000 |
|
5.95% Debentures due January 15, 2038+ |
Ameritech Capital Funding Corporation(2) |
$3,549,000 |
030955AP3 |
$337,000 |
$3,212,000 |
|
6.350% Senior Notes due 2040+ |
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
$9,517,000 |
25459HAQ8 |
$1,859,000 |
$7,658,000 |
|
6.200% Debentures due 2040+ |
Time Warner(3) |
$27,389,000 |
887317AE5 |
$3,584,000 |
$23,805,000 |
|
6.10% Debentures due 2040+ |
Time Warner(3) |
$66,554,000 |
887317AH8 |
$27,693,000 |
$38,861,000 |
|
6.000% Senior Notes due 2040* + |
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
$15,947,000 |
25459HAX3 |
$6,479,000 |
$9,468,000 |
|
6.375% Senior Notes due 2041+ |
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
$15,874,000 |
25459HAZ8 |
$10,694,000 |
$5,180,000 |
|
6.25% Debentures due 2041+ |
Time Warner(3) |
$73,554,000 |
887317AL9 |
$5,401,000 |
$68,153,000 |
|
5.375% Debentures due 2041+ |
Time Warner(3) |
$52,683,000 |
887317AM7 |
$39,500,000 |
$13,183,000 |
|
5.150% Senior Notes due 2042+ |
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
$41,433,000 |
25459HBG9 |
$23,141,000 |
$18,292,000 |
|
4.90% Debentures due 2042+ |
Time Warner(3) |
$105,495,000 |
887317AP0 |
$84,280,000 |
$21,215,000 |
|
5.35% Debentures due 2043+ |
Time Warner(3) |
$62,026,000 |
887317AS4 |
$30,133,000 |
$31,893,000 |
|
4.65% Debentures due 2044* + |
Time Warner(3) |
$124,203,000 |
887317AU9 |
$111,386,000 |
$12,817,000 |
|
4.85% Debentures due 2045* + |
Time Warner(3) |
$104,269,000 |
887317AX3 |
$87,252,000 |
$17,017,000 |
|
5.85% Debentures due November 15, 2045 |
BellSouth Telecommunications, LLC(5) |
$52,482,000 |
079867AN7 |
$12,685,000 |
$39,797,000 |
|
7% Debentures, due December 1, 2095 |
BellSouth Telecommunications, LLC(5) |
$77,270,000 |
079867AP2 |
$721,000 |
$76,549,000 |
|
6.65% Zero-to-FullSM Debentures, due December 15, 2095 |
BellSouth Telecommunications, LLC(5) |
$41,584,000 |
079867AS6 |
$27,313,000 |
$14,271,000 |
|
7.12% Debentures, due July 15, 2097+ |
BellSouth, LLC(8) |
$55,682,000 |
079857AF5 |
$10,637,000 |
$45,045,000 |
________________________________________________________________________________________________
(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 that AT&T expects to accept, based on information provided by the tender agent to AT&T.
(2) The 7.85% Debentures due January 15, 2022, the 7 1/8% Debentures due March 15, 2026, the 7.30% Debentures due August 15, 2026, the 6.55% Debentures due January 15, 2028 and the 5.95% Debentures due January 15, 2038 are unconditionally and irrevocably guaranteed by AT&T, with the full amount payable by specified subsidiaries so long as all of the outstanding shares of stock of the subsidiary are owned, directly or indirectly, by AT&T. In the event AT&T sells, transfers or otherwise disposes of any percentage of its stock ownership of a subsidiary and such subsidiary is no longer wholly-owned, then the guarantee will expire immediately and AT&T will be released immediately from any and all of its obligations. The subsidiaries named in this guarantee are Southwestern Bell Telephone Company, Pacific Bell Telephone Company, The Southern New England Telephone Company, Southern New England Telecommunications Corporation, Ameritech Capital Funding Corporation, The Ohio Bell Telephone Company, Wisconsin Bell, Inc., Michigan Bell Telephone Company, Indiana Bell Telephone Company Inc., and Illinois Bell Telephone Company.
(3) References to Time Warner refer to Warner Media, LLC, the successor in interest to Time Warner Inc.
(4) References to Historic TW refer to Historic TW Inc., the successor in interest to Time Warner Companies Inc.
(5) BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc.
(6) The 7 1/8% Debentures due March 15, 2026 and the 8.750% Senior Notes due November 15, 2031 (with an initial interest rate of 8.000%) are fully, unconditionally and irrevocably guaranteed by AT&T.
(7) Pacific Bell Telephone Company was formerly known as Pacific Bell.
(8) The 6.04% Debentures, due November 15, 2026, the 7 7/8% Debentures due 2030 and the 7.12% Debentures, due July 15, 2097, were originally issued by BellSouth Capital Funding Corporation, which subsequently merged with and into BellSouth Corporation, which subsequently converted to BellSouth, LLC.
(9) New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc.
(10) The 6 7/8% Notes due 2031, the 6.550% Notes due 2034 and the 6.00% Notes due 2034 were originally issued by BellSouth Corporation, which subsequently converted to BellSouth, LLC.
(11) AT&T Mobility LLC was formerly known as Cingular Wireless LLC.
* Denotes a series of Notes for which the calculation of the applicable Total Consideration has been performed using the value of such Notes as determined at the applicable Price Determination Time (as set forth in the offer to purchase) as if the principal amount of such Notes had been due on the applicable par call date.
** Denotes a series of Notes, a portion of which is held in physical certificated form and is not held through The Depositary Trust Company.
+ Denotes a series of Notes with respect to which, as a result of a prior consent solicitation on this series, requisite consent was received and a supplemental indenture was executed, eliminating substantially all restrictive covenants and certain events of default and other provisions of the indenture governing this series.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The tender 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.
Neither the communication of this press release, the offer to purchase or any other offer materials relating to the tender offers is being made, and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, this press release, the offer to purchase and such documents and/or materials are not being distributed to, and must not be passed on to persons in the United Kingdom other than (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (b) 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.
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 offer to purchase related to the tender offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.
Contacts
For more information, contact:
Erin McGrath
AT&T Corporate and Financial Communications
Phone: (214)-862-0651
Email: [email protected]
For Holders of Notes, contact:
Global Bondholder Services Corporation
Phone: (866) 470-3900 (toll free)
(212) 430-3774 (collect)
