AT&T Inc. Commences Offers To Purchase Nine Series Of Notes Issued By Warner Media, LLC And Historic TW Inc.

DALLAS, May 2, 2019 /PRNewswire/ -- AT&T Inc. (NYSE: T) (and "AT&T") today announced the commencement of offers to purchase for cash all validly tendered (and not validly withdrawn) and accepted notes of the following series issued by Warner Media, LLC ("Time Warner") and Historic TW Inc. ("Historic TW") on the terms and conditions set forth in the Offer to Purchase, dated May 2, 2019 (the "Offer to Purchase"). Copies of the Offer to Purchase and the Letter of Transmittal (as defined below) are available to holders through the information agent, Global Bondholder Services Corporation, by calling (866) 470-3900 (toll-free) or (212) 430-3774 (for banks and brokers), emailing contact@gbsc-usa.com or visiting https://gbsc-usa.com/registration/att.

                    Title of Security                                                                      Reference U.S. Treasury                                                                   Hypothetical Total Consideration
                    (collectively, the                                                                             Security                                                                                     
                (3)
                          "Notes")              Issuer Principal Amount Outstanding      CUSIP Number                                Bloomberg Reference Page  Fixed Spread   Early Tender Payment

                                                                                                                                                              (Basis Points)

    ---

        9.15% Debentures
         due 2023                      Historic TW(1)                  $281,775,000 
     887315AM1       2.250% due April 30, 2024    
           PX1                             75                    $30                           $1,211.05


        7.57% Debentures
         due 2024                      Historic TW(1)                  $136,109,000 
     887315BH1       2.250% due April 30, 2024    
           PX1                             85                    $30                           $1,191.96


        6.85% Debentures
         due 2026                      Historic TW(1)                   $21,776,000 
     887315BB4       2.625% due Feb. 15, 2029     
           PX1                            105                    $30                           $1,194.38


        6.95% Debentures
         due 2028                      Historic TW(1)                  $170,021,000 
     887315BM0       2.625% due Feb. 15, 2029     
           PX1                            130                    $30                           $1,231.35


        6 5/8% Debentures
         due 2029                      Historic TW(1)                  $402,359,000 
     887315BN8       2.625% due Feb. 15, 2029     
           PX1                            130                    $30                           $1,234.26


        7.625% Debentures
         due 2031                      Time Warner(2)                  $496,551,000 
     00184AAC9       2.625% due Feb. 15, 2029     
           PX1                            150                    $30                           $1,342.23


        7.700% Debentures
         due 2032                      Time Warner(2)                  $407,478,000 
     00184AAG0       2.625% due Feb. 15, 2029     
           PX1                            155                    $30                           $1,366.81


        8.30% Discount
         Debentures due
         2036                          Historic TW(1)                  $158,403,000 
     887315AZ2       3.375% due Nov. 15, 2048     
           PX1                            175                    $30                           $1,420.39


        6.50% Debentures
         due 2036                      Time Warner(2)                  $392,320,000 
     887317AD7       3.375% due Nov. 15, 2048     
           PX1                            175                    $30                           $1,220.60




              (1)              References to
                                  Historic TW refer
                                  to Historic TW
                                  Inc., the
                                  successor in
                                  interest to Time
                                  Warner Companies
                                  Inc.





              (2)              References to Time
                                  Warner refer to
                                  Warner Media,
                                  LLC, the
                                  successor in
                                  interest to Time
                                  Warner Inc.





              (3)              Per $1,000
                                  principal amount
                                  of Notes tendered
                                  and accepted for
                                  purchase, based
                                  upon a reference
                                  yield (as set
                                  forth in the
                                  Offer to
                                  Purchase)
                                  determined as of
                                  11:00 a.m., New
                                  York City time,
                                  on May 1, 2019;
                                  excludes accrued
                                  interest (as set
                                  forth in the
                                  Offer to
                                  Purchase); and
                                  assumes a
                                  settlement date
                                  of the offers to
                                  purchase of June
                                  5, 2019 for each
                                  series of Notes.
                                  For the avoidance
                                  of doubt, the
                                  Hypothetical
                                  Total
                                  Consideration
                                  includes the
                                  Early Tender
                                  Payment (as
                                  defined below).

In connection with the offers to purchase for cash, AT&T is also soliciting consents from holders of the Notes to certain proposed amendments to the corresponding indentures pursuant to which such Notes were issued which will (1) eliminate certain restrictive covenants and (2) eliminate, solely with respect to the 6.85% Debentures due 2026, the 6 5/8% Debentures due 2029 and the 8.30% Discount Debentures due 2036, the cross-default event of default (and the related acceleration of maturity) in the indentures governing such notes. If the proposed amendments are adopted, all such Notes will be governed by amended indentures, which will have less restrictive terms and afford reduced protections to the holders of those securities compared to those currently in the indentures.

Concurrently with the offers to purchase for cash, AT&T is offering to exchange any and all Notes for new notes issued by AT&T, subject to the delivery of consents to the proposed amendments to the relevant indentures governing such notes, on the terms and conditions of the prospectus, dated as of May 2, 2019, a copy of which may be obtained from the information agent. Any consents that are received in the concurrent exchange offers will count toward the requisite consents for adopting the proposed amendments to the applicable indentures.

The offers to purchase for cash and consent solicitations (together, the "Offers") commenced on May 2, 2019 and expire at 9:00 a.m., New York City time, on May 31, 2019, unless extended or terminated (the "Expiration Date").

In exchange for each $1,000 principal amount of Notes that is validly tendered prior to 5:00 p.m., New York City time, on May 15, 2019 (the "Early Tender Date") and not validly withdrawn, holders will receive the total consideration (the "Total Consideration"), as determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the Offer to Purchase over the applicable reference yield based on the bid-side price of the applicable U.S. Treasury Security. The Total Consideration includes an early tender payment (the "Early Tender Payment"), which consists of $30 in cash per $1,000 principal amount of Notes tendered. In exchange for each $1,000 principal amount of Notes that is validly tendered after the Early Tender Date but prior to the Expiration Date and not validly withdrawn, holders will receive only the tender offer consideration, which is equal to the Total Consideration less the Early Tender Payment. No additional payment will be made for a holder's consent to the proposed amendments to the indentures governing the Notes.

Questions concerning the terms of the Offers should be directed to the following dealer managers:

                   BofA Merrill
                       Lynch                   Deutsche Bank Securities                  J.P. Morgan
      214 North Tryon
        Street, 21st
           Floor                        60 Wall Street                    383 Madison Avenue
                                   New York, New York 10005
           Charlotte, North     Attention: Liability Management
            Carolina 28255                   Group                          New York, New York 10179
        Attention:
         Liability
      Management Group
                                         Collect: (212) 250-2955        Attention: Liability Management
                                                                                       Desk
            Collect: (980)
               683-3215            Toll-Free: (866) 627-0391
     Toll-Free: (888)
          292-0070                                                          Collect: (212) 834-3424

                                                                           Toll-Free: (866) 834-4666



Questions concerning tender procedures for the Notes and requests for additional copies of the Offer to Purchase and the Letter of Transmittal should be directed to the following tender agent and information agent:

                                    Global Bondholder Services
                                            Corporation



                           
       
                By E-Mail:

                   By
                Facsimile
                (Eligible
              Institutions
                 Only):      
       contact@gbsc-usa.com                         By Mail or Hand:
       (212)
     430-3775
        or                                                      65 Broadway-Suite 404
       (212)
     430-3779                                                  New York, New York 10006

The Offers are being made pursuant to the terms and conditions set forth in the Offer to Purchase, and the related Letter of Transmittal and Consent (the "Letter of Transmittal"). Tenders of Notes in connection with any of the Offers may be withdrawn at any time prior to the Early Tender Date of the particular Offer. Following the Early Tender Date, tenders of Notes may not be validly withdrawn unless AT&T is otherwise required by law to permit withdrawal. Consents to the proposed amendments may be revoked at any time prior to 5:00 p.m., New York City time, on May 15, 2019, unless extended by AT&T (such date and time, as it may be extended, the "Consent Revocation Deadline"), but may not be revoked at any time thereafter. Consents may be revoked only by validly withdrawing the associated tendered Notes. A valid withdrawal of tendered Notes prior to the Consent Revocation Deadline will be deemed to be a concurrent revocation of the related consent to the proposed amendments to the appropriate indentures governing the Notes, and a revocation of a consent to the proposed amendments prior to the Consent Revocation Deadline will be deemed to be a concurrent withdrawal of the related tendered Notes. However, a valid withdrawal of Notes after the Consent Revocation Deadline will not be deemed a revocation of the related consents and the consents will continue to be deemed delivered. AT&T may terminate or withdraw the Offers at any time for any reason.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Offers are being 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.

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. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.

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"); (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; or (iv) any other persons to whom this press release can lawfully be communicated in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply, (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.

For Holders of Notes, contact:
Global Bondholder Services Corporation
Phone: (866) 470-3900 (toll free)
(212) 430-3774 (collect)

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SOURCE AT&T Inc.