AT&T Inc. Announces Early Participation And Consent Results In Cash Tender Offers

May 16, 2019 7:30 AM

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 Tender Date"), the aggregate principal amount of each series of notes listed in the table below (collectively, the "Notes") issued by Warner Media, LLC or Historic TW Inc. had been validly tendered and not validly withdrawn in connection with AT&T's previously announced offers to purchase for cash all validly tendered (and not validly withdrawn) and accepted Notes of each such series, and the related solicitation of consents to amend the indentures governing the Notes.

Series of Notes to bePurchased

Issuer

CUSIP Number

Aggregate PrincipalAmount Tenderedas of the EarlyTender Date

Aggregate PrincipalAmount ofConsents Receivedas of the EarlyTender Date(4)

Percentage ofTotal OutstandingPrincipal Amountof such Series ofNotes WithRespect to WhichConsents WereReceived(4)

9.15% Debentures due2023(1)

Historic TW(2)

887315AM1

$39,899,000

$165,817,000

58.85%

7.57% Debentures due2024(1)

Historic TW(2)

887315BH1

$32,288,000

$86,456,000

63.52%

6.85% Debentures due2026

Historic TW(2)

887315BB4

$5,208,000

$5,233,000

24.03%

6.95% Debentures due2028(1)

Historic TW(2)

887315BM0

$43,349,000

$87,150,000

51.26%

6 5/8% Debentures due2029(1)

Historic TW(2)

887315BN8

$116,023,000

$306,063,000

76.07%

7.625% Debentures due2031(1)

Time Warner(3)

00184AAC9

$114,067,000

$291,302,000

58.67%

7.700% Debentures due2032(1)

Time Warner(3)

00184AAG0

$96,388,000

$230,033,000

56.45%

8.30% DiscountDebentures due 2036

Historic TW(2)

887315AZ2

$637,000

$1,331,000

0.84%

6.50% Debentures due2036(1)

Time Warner(3)

887317AD7

$141,416,000

$301,668,000

76.89%

(1) The requisite consents for adopting the proposed amendments to the applicable indenture were received for this series of Notes. Consents received in the Offers (as defined below) and in the previously announced concurrent offers by AT&T to exchange (the "Concurrent Exchange Offers") the Notes for new notes issued by AT&T have been combined.

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

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

(4) Reflects consents received with respect to the applicable series of Notes in the Offers plus consents received with respect to the applicable series of Notes in the Concurrent Exchange Offers.

The offers to purchase for cash and consent solicitations (together, the "Offers") are being made pursuant to the terms and conditions set forth in the Offer to Purchase, dated May 2, 2019, and the related Letter of Transmittal and Consent (the "Letter of Transmittal"). The Offers will expire at 9:00 a.m., New York City time, on May 31, 2019. In accordance with the terms of the Offers, the withdrawal deadline and the deadline to revoke consents to amend the indentures governing the Notes (the "Consent Revocation Deadline") relating to the Offers occurred at 5:00 p.m., New York City time, on May 15, 2019. As a result, tendered Notes may no longer be withdrawn, and consents to the proposed amendments to the indentures governing the Notes may no longer be revoked, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by AT&T).

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 ManagementGroup

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

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

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 tender agent and information agent:

Global Bondholder ServicesCorporation

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

By E-Mail:

contact@gbsc-usa.com

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

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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