AT&T Inc. Announces Early Participation And Consent Results In Exchange Offers
DALLAS, May 16, 2019 /PRNewswire/ -- 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the "Old Notes") issued by Warner Media, LLC or Historic TW Inc. had been validly tendered and not validly withdrawn in connection with AT&T's previously announced offers to exchange all validly tendered (and not validly withdrawn) and accepted Old Notes of each such series for new notes to be issued by AT&T (collectively, the "AT&T Notes"), and the related solicitation of consents to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
Issuer
CUSIP/ISIN No.
Aggregate Principal
Aggregate Principal
Percentage of Total
be Exchanged Amount Tendered in Amount of Consents Outstanding
the Exchange Offers Received as of the Early Principal Amount of
as of the Early Participation Date(4) such Series of Old
Participation Date Notes With Respect
to Which Consents
Were Received(4)
---
4.00% Notes due 2022(1)
Time
887317AN5 $444,594,000 $444,594,000 88.92%
Warner(2)
3.40% Notes due 2022(1)
Time
887317AQ8 $402,403,000 $402,403,000 80.48%
Warner(2)
9.15% Debentures due
Historic
887315AM1 $125,918,000 $165,817,000 58.85%
2023(1) TW(3)
4.05% Notes due 2023(1)
Time
887317AR6 $408,555,000 $408,555,000 81.71%
Warner(2)
7.57% Debentures due
Historic
887315BH1 $54,168,000 $86,456,000 63.52%
2024(1) TW(3)
3.55% Notes due 2024(1)
Time
887317AV7 $587,038,000 $587,038,000 78.27%
Warner(2)
3.60% Notes due 2025(1)
Time
887317AW5 $1,328,163,000 $1,328,163,000 88.54%
Warner(2)
3.875% Notes due
Time
887317AZ8 $540,604,000 $540,604,000 90.10%
2026(1) Warner(2)
6.85% Debentures due
Historic
887315BB4 $25,000 $5,233,000 24.03%
2026 TW(3)
2.95% Notes due 2026(1)
Time
887317BA2 $706,862,000 $706,862,000 88.36%
Warner(2)
3.80% Notes due 2027(1)
Time
887317BB0 $1,328,590,000 $1,328,590,000 88.57%
Warner(2)
6.95% Debentures due
Historic
887315BM0 $43,801,000 $87,150,000 51.26%
2028(1) TW(3)
6 5/8% Debentures due
Historic
887315BN8 $190,040,000 $306,063,000 76.07%
2029(1) TW(3)
7.625% Debentures due
Time
00184AAC9 $177,235,000 $291,302,000 58.67%
2031(1) Warner(2)
7.700% Debentures due
Time
00184AAG0 $133,645,000 $230,033,000 56.45%
2032(1) Warner(2)
8.30% Discount
Historic
887315AZ2 $694,000 $1,331,000 0.84%
Debentures due 2036 TW(3)
6.50% Debentures due
Time
887317AD7 $160,252,000 $301,668,000 76.89%
2036(1) Warner(2)
6.200% Debentures due
Time
887317AE5 $322,477,000 $322,477,000 90.36%
2040(1) Warner(2)
6.10% Debentures due
Time
887317AH8 $385,429,000 $385,429,000 83.88%
2040(1) Warner(2)
6.25% Debentures due
Time
887317AL9 $516,768,000 $516,768,000 86.79%
2041(1) Warner(2)
5.375% Debentures due
Time
887317AM7 $446,957,000 $446,957,000 89.39%
2041(1) Warner(2)
4.90% Debentures due
Time
887317AP0 $388,500,000 $388,500,000 77.70%
2042(1) Warner(2)
5.35% Debentures due
Time
887317AS4 $436,339,000 $436,339,000 87.27%
2043(1) Warner(2)
4.65% Debentures due
Time
887317AU9 $470,637,000 $470,637,000 78.44%
2044(1) Warner(2)
4.85% Debentures due
Time
887317AX3 $795,686,000 $795,686,000 88.41%
2045(1) Warner(2)
1.95% Notes due 2023(1)
Time
XS1266734349
EUR523,296,000
EUR523,296,000 74.76%
Warner(2)
(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
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 Carolina 28255 Attention: Liability Management
New York, New York 10179
Attention: Liability Management Group
Group
Attention: Liability Management Desk
Collect: (212) 250-2955
Collect: (980) 683-3215 Toll-Free: (866) 627-0391
Collect: (212) 834-3424
Toll-Free: (888) 292-0070
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
Deutsche Bank
J.P. Morgan
2 King Edward Street 383 Madison Avenue
Winchester House
London EC1A 1HQ
New York, New York 10179
1 Great Winchester Street
United Kingdom
Attention: Liability Management Desk
London EC2N 2DB
Attention: Liability Management
Collect: (212) 834-3424
Group
United Kingdom
Toll-Free: (866) 834-4666
Toll: +44 (0) 20 7996 5420
Attention: Liability Management
Group
Phone: +44 20 7545 8011
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
By E-Mail:
By Mail or Hand:
Only): 65 Broadway-Suite 404
(212) 430-3775 or
contact@gbsc-usa.com New York, New York 10006
(212) 430-3779
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.
