AT&T Inc. Commences Exchange Offers Of Twenty-Six Series Of Notes Issued By Warner Media, LLC And Historic TW Inc. For AT&T Notes

May 2, 2019 1:49 PM

DALLAS, May 2, 2019 /PRNewswire/ -- AT&T Inc. (NYSE: T; and "AT&T") today announced the commencement of offers to exchange all validly tendered (and not validly withdrawn) and accepted notes of the following series issued by Warner Media, LLC ("Time Warner") and Historic TW Inc. ("Historic TW") for notes to be issued by AT&T as described in the table below. A Registration Statement on Form S-4 (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 but has not yet been declared effective. Copies of the Prospectus and the Letter of Transmittal (each 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.

AggregatePrincipalAmount(mm)

Title ofSeries ofNotes Issuedby TimeWarner orHistoric TWto beExchanged(collectively,the "OldNotes")

Issuer

CUSIP/ISINNo.

Title of Seriesof Notes to beIssued byAT&T(collectively,the "AT&TNotes")

Exchange Consideration (1)(2)

Early Participation Premium (1)(2)

Total Consideration (1)(2)(3)

AT&TNotes

(principal amount)

Cash

AT&T Notes

(principalamount)

AT&TNotes

(principal amount)

Cash

$500

4.00% Notes due 2022

Time Warner(4)

887317AN5

4.000% Global Notes due 2022

$970

$1.00

$30

$1,000

$1.00

$500

3.40% Notes due 2022

Time Warner(4)

887317AQ8

3.400% Global Notes due 2022

$970

$1.00

$30

$1,000

$1.00

$282

9.15% Debentures due 2023

Historic TW(5)

887315AM1

9.150% Global Notes due 2023

$970

$1.00

$30

$1,000

$1.00

$500

4.05% Notes due 2023

Time Warner(4)

887317AR6

4.050% Global Notes due 2023

$970

$1.00

$30

$1,000

$1.00

$136

7.57% Debentures due 2024

Historic TW(5)

887315BH1

7.570% Global Notes due 2024

$970

$1.00

$30

$1,000

$1.00

$750

3.55% Notes due 2024

Time Warner(4)

887317AV7

3.550% Global Notes due 2024

$970

$1.00

$30

$1,000

$1.00

$1,500

3.60% Notes due 2025

Time Warner(4)

887317AW5

3.600% Global Notes due 2025

$970

$1.00

$30

$1,000

$1.00

$600

3.875% Notes due 2026

Time Warner(4)

887317AZ8

3.875% Global Notes due 2026

$970

$1.00

$30

$1,000

$1.00

$22

6.85% Debentures due 2026

Historic TW(5)

887315BB4

6.850% Global Notes due 2026

$970

$1.00

$30

$1,000

$1.00

$800

2.95% Notes due 2026

Time Warner(4)

887317BA2

2.950% Global Notes due 2026

$970

$1.00

$30

$1,000

$1.00

$1,500

3.80% Notes due 2027

Time Warner(4)

887317BB0

3.800% Global Notes due 2027

$970

$1.00

$30

$1,000

$1.00

$170

6.95% Debentures due 2028

Historic TW(5)

887315BM0

6.950% Global Notes due 2028

$970

$1.00

$30

$1,000

$1.00

$402

6 5/8% Debentures due 2029

Historic TW(5)

887315BN8

6.625% Global Notes due 2029

$970

$1.00

$30

$1,000

$1.00

$497

7.625% Debentures due 2031

Time Warner(4)

00184AAC9

7.625% Global Notes due 2031

$970

$1.00

$30

$1,000

$1.00

$407

7.700% Debentures due 2032

Time Warner(4)

00184AAG0

7.700% Global Notes due 2032

$970

$1.00

$30

$1,000

$1.00

$158

8.30% Discount Debentures due 2036

Historic TW(5)

887315AZ2

8.300% Global Notes due 2036

$970

$1.00

$30

$1,000

$1.00

$392

6.50% Debentures due 2036

Time Warner(4)

887317AD7

6.500% Global Notes due 2036

$970

$1.00

$30

$1,000

$1.00

$357

6.200% Debentures due 2040

Time Warner(4)

887317AE5

6.200% Global Notes due 2040

$970

$1.00

$30

$1,000

$1.00

$459

6.10% Debentures due 2040

Time Warner(4)

887317AH8

6.100% Global Notes due 2040

$970

$1.00

$30

$1,000

$1.00

$595

6.25% Debentures due 2041

Time Warner(4)

887317AL9

6.250% Global Notes due 2041

$970

$1.00

$30

$1,000

$1.00

$500

5.375% Debentures due 2041

Time Warner(4)

887317AM7

5.375% Global Notes due 2041

$970

$1.00

$30

$1,000

$1.00

$500

4.90% Debentures due 2042

Time Warner(4)

887317AP0

4.900% Global Notes due 2042

$970

$1.00

$30

$1,000

$1.00

$500

5.35% Debentures due 2043

Time Warner(4)

887317AS4

5.350% Global Notes due 2043

$970

$1.00

$30

$1,000

$1.00

$600

4.65% Debentures due 2044

Time Warner(4)

887317AU9

4.650% Global Notes due 2044

$970

$1.00

$30

$1,000

$1.00

$900

4.85% Debentures due 2045

Time Warner(4)

887317AX3

4.850% Global Notes due 2045

$970

$1.00

$30

$1,000

$1.00

€700

1.95% Notes due 2023

Time Warner(4)

XS1266734349

1.950% Global Notes due 2023

€970

€1.00

€30

€1,000

€1.00

(1) Consideration per $1,000 principal amount of Old U.S. Notes or €1,000 principal amount of Old Euro Notes, as applicable, validly tendered and accepted for exchange, subject to any rounding as described herein.

(2) The term "AT&T Notes" in this column refers, in each case, to the series of AT&T Notes corresponding to the series of Old Notes of like tenor and coupon.

(3) Includes the Early Participation Premium for Old Notes validly tendered prior to the Early Participation Date described below and not validly withdrawn.

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

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

In connection with the exchange offers, AT&T is also soliciting consents from holders of the Old Notes to certain proposed amendments to the corresponding indentures pursuant to which such Old 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 Old 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 or those applicable to the AT&T Notes.

Concurrently with the exchange offers, AT&T is offering to purchase for cash any and all 9.15% Debentures due 2023, 7.57% Debentures due 2024, 6.85% Debentures due 2026, 6.95% Debentures due 2028, 6 5/8% Debentures due 2029, 7.625% Debentures due 2031, 7.700% Debentures due 2032, 8.30% Discount Debentures due 2036 and 6.50% Debentures due 2036, subject to the delivery of consents to the proposed amendments to the corresponding indentures pursuant to which such notes were issued, on the terms and conditions of the Offer to Purchase 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 cash tender offers will count toward the requisite consents for adopting the proposed amendments to the applicable indentures.

The exchange offers and consent solicitations (together, the "Exchange 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 of:

(1) $1,000 principal amount of dollar-denominated Old Notes (the "Old U.S. Notes") that is validly tendered prior to 5:00 p.m., New York City time, on May 15, 2019 (the "Early Participation Date") and not validly withdrawn, holders will receive the total exchange consideration set out in the table above (the "Total Consideration"), which consists of $1,000 principal amount of dollar-denominated AT&T Notes (the "AT&T U.S. Notes") and a cash amount of $1.00; and

(2) €1,000 principal amount of euro-denominated Old Notes (the "Old Euro Notes") that is validly tendered prior to the Early Participation Date and not validly withdrawn, holders will receive the Total Consideration, which consists of €1,000 principal amount of euro-denominated AT&T Notes (the "AT&T Euro Notes") and a cash amount of €1.00.

No additional payment will be made for a holder's consent to the proposed amendments to the indentures governing the Old Notes.

The Total Consideration includes the early participation premium set out in the table above (the "Early Participation Premium"), which consists of $30 principal amount of AT&T U.S. Notes or €30 principal amount of AT&T Euro Notes, respectively.

In exchange for each of:

(1) $1,000 principal amount of Old U.S. Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders will receive only the exchange consideration set out in the table above (the "Exchange Consideration"), which is equal to the Total Consideration less the Early Participation Premium and so consists of $970 principal amount of AT&T U.S. Notes and a cash amount of $1.00; and

(2) €1,000 principal amount of Old Euro Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders will receive only the Exchange Consideration, which is equal to the Total Consideration less the Early Participation Premium and so consists of €970 principal amount of AT&T Euro Notes and a cash amount of €1.00.

Each AT&T Note issued in exchange for an Old Note will have an interest rate and maturity that is identical to the interest rate and maturity of the tendered Old Note, as well as identical interest payment dates and optional redemption prices. No accrued but unpaid interest will be paid on the Old Notes in connection with the exchange offers. However, interest on the applicable AT&T Note will accrue from and including the most recent interest payment date of the tendered Old Note. Subject to the minimum denominations and minimum consideration amounts as described in the Registration Statement, the principal amount of each AT&T Note will be rounded down, if necessary, to the nearest whole multiple of either $1,000 or €1,000, respectively, and AT&T will pay cash equal to the remaining portion, if any, of the exchange price of such Old Note. The AT&T Notes will be unsecured and unsubordinated obligations of AT&T and will rank equally with all other unsecured and unsubordinated indebtedness of AT&T issued from time to time. The AT&T Notes will be structurally subordinated to all existing and future obligations of AT&T's current and future subsidiaries.

Questions concerning the terms of the Exchange Offers for the Old U.S. Notes should be directed to the following dealer managers:

BofA Merrill Lynch214 North Tryon Street, 21st Floor

Charlotte, North Carolina 28255Attention: Liability Management Group

Collect: (980) 683-3215Toll-Free: (888) 292-0070

Deutsche Bank Securities60 Wall StreetNew York, New York 10005Attention: Liability Management Group

Collect: (212) 250-2955Toll-Free: (866) 627-0391

J.P. Morgan383 Madison Avenue

New York, New York 10179

Attention: Liability Management Desk

Collect: (212) 834-3424

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 International2 King Edward Street

London EC1A 1HQ

United Kingdom

Attention: Liability Management Group

Toll: +44 (0) 20 7996 5420

Deutsche Bank

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Attention: Liability Management Group

Phone: +44 20 7545 8011

J.P. Morgan383 Madison Avenue

New York, New York 10179

Attention: Liability Management Desk

Collect: (212) 834-3424

Toll-Free: (866) 834-4666

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 following exchange agent and information agent:

By Facsimile (Eligible Institutions Only):(212) 430-3775 or (212) 430-3779

Global BondholderServices Corporation

By E-Mail:

contact@gbsc-usa.com

By Mail or Hand:65 Broadway—Suite 404New York, New York 10006

The Exchange Offers are being made pursuant to the terms and conditions set forth in AT&T's preliminary prospectus, dated as of May 2, 2019 (the "Prospectus"), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the "Letter of Transmittal"). Tenders of Old Notes in connection with any of the Exchange Offers may be withdrawn at any time prior to the Expiration Date of the particular Exchange Offer. Following the Expiration Date, tenders of Old 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 Old Notes. A valid withdrawal of tendered Old 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 Old 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 Old Notes. However, a valid withdrawal of Old 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 Exchange 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 and is also not a solicitation of the related consents. The Exchange Offers may be made solely pursuant to the terms and conditions of the Prospectus, the Letter of Transmittal and the other related materials. A Registration Statement relating to the AT&T Notes has been filed with the SEC but has not yet become effective. The AT&T Notes may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC.

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)

AT&T Inc.  (PRNewsFoto/AT&T Inc.) (PRNewsfoto/AT&T Inc.)

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SOURCE AT&T Inc.

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