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

May 2, 2019 1:51 PM

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T) (and "AT&T") today announced the commencement of offers to purchase for cash all validly tendered (and not validly withdrawn) and accepted notes of the following series issued by Warner Media, LLC ("Time Warner") and Historic TW Inc. ("Historic TW") on the terms and conditions set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 (collectively, the "Notes")

Issuer

Principal Amount Outstanding

CUSIP Number

Reference U.S. Treasury Security

Bloomberg Reference Page

Fixed Spread

(Basis Points)

Early Tender Payment

Hypothetical Total Consideration(3)

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 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 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:

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

Global Bondholder Services Corporation

By E-Mail:

contact@gbsc-usa.com

By Mail or Hand:65 Broadway—Suite 404New 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)

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

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SOURCE AT&T Inc.

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