AT&T Inc. Announces Expiration Of Its Exchange Offers
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the aggregate principal amount of each series of Maturity Extension Pool 1 Notes validly tendered (and not validly withdrawn) in the Maturity Extension Pool 1 Offer and the principal amount of each series of Maturity Extension Pool 1 Notes that AT&T expects to accept on December 1,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 Consideration Acceptance Principal Principal
Number Exchanged For Priority Amount Amount
Tendered(1) AT&T
Level 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 25459HBA2 New 2028 Notes 2 $29,608,000 $29,608,000
LLC, DIRECTV
Financing Co.,
Inc.
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 25459HAW5 New 2028 Notes 4 $34,004,000 $34,004,000
LLC, DIRECTV
Financing Co.,
Inc.
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 25459HAT2? New 2028 Notes 8 $88,741,000 $88,741,000
LLC, DIRECTV 25459HAR6?
Financing Co.,
Inc. U25398AH8
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 Consideration Acceptance Principal Principal
Number Exchanged For Priority Amount Amount
Tendered(1) AT&T
Level 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, 25459HBF1; New 2030 Notes 3 $19,973,000 $19,973,000
DIRECTV Financing 25459HBD6;
Co., Inc. U25398AL9
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 Issuer CUSIP Consideration Principal Amount Principal Amount
Number Exchanged For Tendered(1) AT&T Expects to
of OpCo Notes Accept
------------- --- ------
OpCo Notes
7.120% Debentures, due BellSouth, LLC(2) 079857AF5 7.120% Global
July 15, 2097 Notes due 2097 $85,856,000 $85,856,000
6.650% Zero-to-Full BellSouth 6.650% Global
Debentures, due Telecommunications, Notes due 2095
December 15, 2095 LLC(3) 079867AS6 $32,050,000 $32,050,000
7.000% Debentures, due BellSouth 7.000% Global
December 1, 2095 Telecommunications, Notes due 2095
LLC(3) 079867AP2 $45,534,000 $45,534,000
5.850% Debentures due BellSouth 5.850% Global
November 15, 2045 Telecommunications, Notes due 2045
LLC(3) 079867AN7 $379,000 $379,000
5.950% Debentures due Ameritech Capital 030955AP3 5.950% Global
January 15, 2038 Funding Corporation 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 AT&T Mobility LLC(5) 17248RAJ5 7.125% Global
2031 Notes due 2031 $148,730,000 $148,730,000
8.250% Senior Notes due AT&T Corp. 001957BD0; 8.250% Global
November 15, 2031(6) Notes due 2031 $217,786,000 $217,786,000
U03017BC0
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 New Cingular 00209AAF3; 8.750% Global
2031 Wireless Services, U0027MAC1 Notes due 2031
Inc.(7) $216,393,000 $216,393,000
7.875% Debentures due BellSouth, LLC(2) 079857AH1 7.875% Global
2030 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 BellSouth 6.375% Global
June 1, 2028 Telecommunications, Notes due 2028
LLC(3) 079867AW7 $95,418,000 $95,418,000
6.550% Debentures due Ameritech Capital 030955AN8 6.550% Global
January 15, 2028 Funding Corporation Notes due 2028 $114,586,000 $114,586,000
6.875% Debentures due Ameritech Capital 030955AJ7 6.875% Global
2027 Funding Corporation Notes due 2027 $11,001,000 $11,000,000
6.040% Debentures, due BellSouth, LLC(2) 079857AC2 6.040% Global
November 15, 2026 Notes due 2026 $15,000 ---
7.300% Debentures due Indiana Bell 7.300% Global
August 15, 2026 Telephone Company, Notes due 2026
Incorporated 454614AK4 $21,270,000 $21,270,000
7.125% Debentures due Pacific Bell 7.125% Global
March 15, 2026(6) Telephone Notes due 2026
Company(8) 694032AT0 $257,200,000 $257,200,000
7.000% Debentures, due BellSouth 7.000% Global
October 1, 2025 Telecommunications, Notes due 2025
LLC(3) 079867AM9 $55,006,000 $55,006,000
7.850% Debentures due Michigan Bell 594185AQ3 7.850% Global
January 15, 2022 Telephone Company 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 Consideration Principal Amount Principal Amount
Number Exchanged For Tendered(1) 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 BellSouth
Debentures, due December Telecommunications,
15, 2095 LLC(3) 079867AS6 New 2046 Notes $31,375,000 $31,375,000
7.000% Debentures, due BellSouth
December 1, 2095 Telecommunications,
LLC(3) 079867AP2 New 2046 Notes $19,516,000 $19,516,000
5.850% Debentures due BellSouth
November 15, 2045 Telecommunications,
LLC(3) 079867AN7 New 2046 Notes $34,134,000 $34,134,000
5.950% Debentures due Ameritech Capital
January 15, 2038 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; New 2046 Notes $98,800,000 $98,800,000
U03017BC0
6.875% Notes due 2031 BellSouth, LLC(4) 079860AD4 New 2046 Notes $29,678,000 $29,678,000
8.750% Senior Notes due New Cingular 00209AAF3;
2031 Wireless Services, U0027MAC1
Inc.(7) 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 BellSouth
June 1, 2028 Telecommunications,
LLC(3) 079867AW7 New 2046 Notes $22,334,000 $22,334,000
6.550% Debentures due Ameritech Capital
January 15, 2028 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 Indiana Bell
August 15, 2026 Telephone Company,
Incorporated 454614AK4 New 2046 Notes $33,983,000 $33,983,000
7.125% Debentures due Pacific Bell
March 15, 2026(6) Telephone
Company(8) 694032AT0 New 2046 Notes $87,983,000 $87,983,000
7.000% Debentures, due BellSouth
October 1, 2025 Telecommunications,
LLC(3) 079867AM9 New 2046 Notes $7,145,000 $7,145,000
7.850% Debentures due Michigan Bell
January 15, 2022 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.
