AT&T Inc. Announces Final Results of Exchange Offers and Consent Solicitations
DALLAS, June 3, 2019 /PRNewswire/ -- AT&T Inc. (NYSE: T) ("AT&T") announced today the final results of its previously announced offers to exchange all validly tendered (and not validly withdrawn) and accepted notes of each series listed in the table below (collectively, the "TW Notes") issued by Warner Media, LLC or Historic TW Inc. for new notes to be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 TW Notes.
As of 9:00 a.m., New York City time, on May 31, 2019 (the "Expiration Date"), the aggregate principal amounts listed below of each series of TW Notes had been validly tendered and not validly withdrawn in connection with the exchange offers and consent solicitations (the "Exchange Offers"). The final settlement of the Exchange Offers is expected to take place on or about June 5, 2019 (the "Settlement Date").
Series of TW Notes to
Issuer
CUSIP/ISIN
Principal Amount
Aggregate Principal
Aggregate Principal
be Exchanged
Outstanding as of
Amount Validly Tendered
Amount AT&T
the Expiration Date
as of the Expiration
Expects to Accept
Date(1)
---
4.00% Notes due 2022(2)
Time Warner(3)
887317AN5 $500,000,000 $422,100,000 $422,100,000
3.40% Notes due 2022(2)
Time Warner(3)
887317AQ8 $500,000,000 $402,692,000 $402,692,000
9.15% Debentures due 2023(2)
Historic TW(4)
887315AM1 $281,775,000 $125,918,000 $125,918,000
4.05% Notes due 2023(2)
Time Warner(3)
887317AR6 $500,000,000 $411,287,000 $411,287,000
7.57% Debentures due 2024(2)
Historic TW(4)
887315BH1 $136,109,000 $54,178,000 $54,178,000
3.55% Notes due 2024(2)
Time Warner(3)
887317AV7 $750,000,000 $589,548,000 $589,548,000
3.60% Notes due 2025(2)
Time Warner(3)
887317AW5 $1,500,000,000 $1,329,996,000 $1,329,996,000
3.875% Notes due 2026(2)
Time Warner(3)
887317AZ8 $600,000,000 $541,159,000 $541,159,000
6.85% Debentures due 2026
Historic TW(4)
887315BB4 $21,776,000 $25,000 $0
2.95% Notes due 2026(2)
Time Warner(3)
887317BA2 $800,000,000 $707,275,000 $707,275,000
3.80% Notes due 2027(2)
Time Warner(3)
887317BB0 $1,500,000,000 $1,329,216,000 $1,329,216,000
6.95% Debentures due 2028(2)
Historic TW(4)
887315BM0 $170,021,000 $43,801,000 $43,801,000
6 5/8% Debentures due 2029(2)
Historic TW(4)
887315BN8 $402,359,000 $190,040,000 $190,040,000
7.625% Debentures due 2031(2)
Time Warner(3)
00184AAC9 $496,551,000 $188,038,000 $188,038,000
7.700% Debentures due 2032(2)
Time Warner(3)
00184AAG0 $407,478,000 $157,645,000 $157,645,000
8.30% Discount Debentures due 2036
Historic TW(4)
887315AZ2 $158,403,000 $694,000 $0
6.50% Debentures due 2036(2)
Time Warner(3)
887317AD7 $392,320,000 $160,252,000 $160,252,000
6.200% Debentures due 2040(2)
Time Warner(3)
887317AE5 $356,866,000 $329,477,000 $329,477,000
6.10% Debentures due 2040(2)
Time Warner(3)
887317AH8 $459,483,000 $392,929,000 $392,929,000
6.25% Debentures due 2041(2)
Time Warner(3)
887317AL9 $595,438,000 $521,884,000 $521,884,000
5.375% Debentures due 2041(2)
Time Warner(3)
887317AM7 $500,000,000 $447,317,000 $447,317,000
4.90% Debentures due 2042(2)
Time Warner(3)
887317AP0 $500,000,000 $394,500,000 $394,500,000
5.35% Debentures due 2043(2)
Time Warner(3)
887317AS4 $500,000,000 $436,339,000 $436,339,000
4.65% Debentures due 2044(2)
Time Warner(3)
887317AU9 $600,000,000 $470,657,000 $470,657,000
4.85% Debentures due 2045(2)
Time Warner(3)
887317AX3 $900,000,000 $795,686,000 $795,686,000
1.95% Notes due 2023(2)
Time Warner(3)
XS1266734349
EUR700,000,000
EUR536,072,000
EUR535,972,000
(1) Reflects the aggregate principal amount of each series of TW Notes that have been validly tendered and not validly withdrawn as of the Expiration Date, based on information provided by the exchange agent to AT&T.
(2) The requisite consents for adopting the proposed amendments to the applicable indenture were received for this series of TW Notes. Consents received in the Exchange Offers and in the previously announced offers by AT&T to purchase for cash certain series of the TW Notes have been combined.
(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.
The Exchange Offers were made pursuant to the terms and conditions set forth in AT&T's prospectus, dated 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 TW Notes, the related Letter of Transmittal and Consent (the "Letter of Transmittal").
The requisite consents were obtained to amend the indentures governing each series of TW Notes except with respect to the 6.85% Debentures due 2026 and the 8.30% Discount Debentures due 2036, and the supplemental indentures effecting the proposed amendments were entered into on May 21, 2019.
Based on the amount of TW Notes tendered in the Exchange Offers and in accordance with the terms of the Exchange Offers, AT&T expects to accept, on the Settlement Date, all of the TW Notes validly tendered and not validly withdrawn, other than any 6.85% Debentures due 2026 or 8.30% Discount Debentures due 2036 tendered for exchange.
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 was declared effective by the SEC on May 13, 2019.
Questions concerning the terms of the Exchange Offers for the U.S. dollar-denominated TW 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 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 the terms of the Exchange Offer for the Euro-denominated TW 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 Group Collect: (212) 834-3424
United Kingdom
Toll: +44 (0) 20
7996 5420 Toll-Free: (866) 834-4666
Attention: Liability Management
Group
Phone: +44 20 7545 8011
The exchange agent and information agent for the Exchange Offers was:
Global Bondholder Services
Corporation
By
Facsimile
(Eligible
Institutions
Only):
By E-Mail: By Mail or Hand:
(212)
430-3775
or 65 Broadway-Suite 404
(212)
430-3779 contact@gbsc-usa.com 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 were 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.
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SOURCE AT&T Inc.
