AT&T Inc. Announces Pricing of Tenders in Offers to Purchase for Certain Series of Notes

May 16, 2019 7:10 PM

DALLAS--(BUSINESS WIRE)-- AT&T Inc.* (NYSE: T) (“AT&T”) announced today the pricing for each series of notes listed in the table below (collectively, the “Notes”) issued by Warner Media, LLC or Historic TW Inc. in connection with AT&T’s previously announced offers to purchase for cash and consent solicitations (together, the “Offers”).

The table below sets forth the Total Consideration for each series of the Notes validly tendered (and not validly withdrawn) as of 5:00 p.m. New York City time, on May 15, 2019 (the “Early Tender Date”). Notes validly tendered (and not validly withdrawn) after the Early Tender Date but at or prior to the Expiration Date (defined below) will not be entitled to receive the early tender payment (the “Early Tender Payment”) of $30 per $1,000 principal amount of Notes tendered and will therefore be entitled to receive, for each $1,000 principal amount of Notes accepted, the “Tender Offer Consideration” for such series, which is equal to the Total Consideration minus the Early Tender Payment. The reference yields listed in the table below are based on the bid-side price of the applicable reference U.S. treasury security listed in the table below as displayed on Bloomberg reference page PX1 at 11:00 a.m., New York City time, on May 16, 2019, as described in the Offer to Purchase (defined below).

Notes Listed Below

Series of Notes to be
Purchased

CUSIP
Number

Issuer

Principal
Amount
Outstanding

Reference
U.S. Treasury
Security

Reference
Yield

Fixed Spread
(Basis Points)

Total
Consideration(3)

9.15% Debentures due 2023 887315AM1 Historic TW(1) $281,775,000 2.250% due April 30, 2024 2.188% 75 $1,213.76
7.57% Debentures due 2024 887315BH1 Historic TW(1) $136,109,000 2.250% due April 30, 2024 2.188% 85 $1,195.31
6.85% Debentures due 2026 887315BB4 Historic TW(1) $21,776,000 2.625% due Feb. 15, 2029 2.406% 105 $1,199.02
6.95% Debentures due 2028 887315BM0 Historic TW(1) $170,021,000 2.625% due Feb. 15, 2029 2.406% 130 $1,237.24
6 5/8% Debentures due 2029 887315BN8 Historic TW(1) $402,359,000 2.625% due Feb. 15, 2029 2.406% 130 $1,240.93
7.625% Debentures due 2031 00184AAC9 Time Warner(2) $496,551,000 2.625% due Feb. 15, 2029 2.406% 150 $1,350.29
7.700% Debentures due 2032 00184AAG0 Time Warner(2) $407,478,000 2.625% due Feb. 15, 2029 2.406% 155 $1,375.51
8.30% Discount Debentures due 2036 887315AZ2 Historic TW(1) $158,403,000 3.375% due Nov. 15, 2048 2.833% 175 $1,428.88
6.50% Debentures due 2036 887317AD7 Time Warner(2) $392,320,000 3.375% due Nov. 15, 2048 2.833% 175 $1,228.50

(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 validly tendered (and not validly withdrawn) at or prior to the Early Tender Date; excludes Accrued Interest (defined below). For the avoidance of doubt, Total Consideration includes the Early Tender Payment of $30 per $1,000 principal amount of Notes tendered as of the Early Tender Date, as described in the Offer to Purchase (defined below). Notes validly tendered (and not validly withdrawn) after the Early Tender Date but at or prior to the Expiration Date will not be entitled to receive the Early Tender Payment of $30 per $1,000 principal amount of Notes tendered and will therefore be entitled to receive, for each $1,000 principal amount of Notes accepted, the Tender Offer Consideration for such series, which is equal to the Total Consideration minus the Early Tender Payment.

Holders will also receive accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the last interest payment date for the Notes to, but not including, the date AT&T makes payment for such Notes (the “Accrued Interest”), which date is anticipated to be June 5, 2019.

The Offers are being made pursuant to the terms and conditions set forth in the Offer to Purchase, dated May 2, 2019 (the “Offer to Purchase”), 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 (the “Expiration Date”). In accordance with the terms of the Offers, the withdrawal 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, 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 Lynch
214 North Tryon Street, 21st Floor
Charlotte, North Carolina 28255
Attention: Liability Management Group

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

Deutsche Bank Securities
60 Wall Street
New York, New York 10005
Attention: Liability Management Group
Collect: (212) 250-2955
Toll-Free: (866) 627-0391

J.P. Morgan
383 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 Services Corporation

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

By E-Mail:
contact@gbsc-usa.com

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

*About AT&T

AT&T Inc. (NYSE:T) is a diversified, global leader in telecommunications, media and entertainment, and technology. It executes in the market under four operating units. WarnerMedia’s HBO, Turner and Warner Bros. divisions are world leaders in creating premium content, operate one of the world’s largest TV and film studios, and own a world-class library of entertainment. AT&T Communications provides more than 100 million U.S. consumers with entertainment and communications experiences across TV, mobile and broadband services. Plus, it serves nearly 3 million business customers with high-speed, highly secure connectivity and smart solutions. AT&T Latin America provides pay-TV services across 11 countries and territories in Latin America and the Caribbean, and is the fastest growing wireless provider in Mexico, serving consumers and businesses. Xandr provides marketers with innovative and relevant advertising solutions for consumers around premium video contentand digital advertising through its AppNexus platform.

AT&T products and services are provided or offered by subsidiaries and affiliates of AT&T Inc. under the AT&T brand and not by AT&T Inc. Additional information is available at about.att.com. © 2019 AT&T Intellectual Property. All rights reserved. AT&T, the Globe logo and other marks are trademarks and service marks of AT&T Intellectual Property and/or AT&T affiliated companies. All other marks contained herein are the property of their respective owners.

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 more information, contact:

Name: McCall Butler

AT&T Corporate and Financial Communications

Phone: (470) 773-5704

Email: mb8191@att.com



For Holders of Notes, contact:

Global Bondholder Services Corporation

Phone: (866) 470-3900 (toll free)

(212) 430-3774 (collect)

Source: AT&T Inc.

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