Form 8-K AT&T INC. For: Sep 15

September 16, 2020 6:02 AM

Exhibit 99.1

 

LOGO   

News Release

For more information, contact:

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)

AT&T INC. ANNOUNCES RESULTS OF EARLY TENDERS IN EXCHANGE OFFERS

AND UPSIZE OF EXCHANGE OFFERS

Dallas, Texas, September 15, 2020 — AT&T Inc. (NYSE: T) (“AT&T”) announced today the early tender results of its three pools of Exchange Offers and the upsizing of such Exchange Offers, each as detailed below. In connection with this upsizing, AT&T has amended the terms of the Exchange Offers to increase the maximum aggregate principal amount of New Notes that will be issued in the Exchange Offers. Except as described in this press release, the terms and conditions of the Exchange Offers, as described in the offering memorandum, dated August 31, 2020 (the “Exchange Offers”), remain unchanged.

The withdrawal deadline for the Exchange Offers occurred at 5:00 p.m. New York City time on September 14, 2020. As a result, tendered Old Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by AT&T).

The pricing of the New Notes will occur at 11:00 a.m., New York City time, on September 15, 2020.

The settlement date for Old Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on September 14, 2020 is expected to be September 18, 2020. Holders whose Old Notes are accepted for exchange will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled, and amounts due in lieu of fractional amounts of New Notes.

AT&T has offered to (i) exchange twenty-five series of notes issued by AT&T and certain of AT&T’s wholly-owned subsidiaries (collectively, the “Pool 1 Notes”) for a combination of cash and a new series of AT&T’s senior notes to be due in 2053 (the “New 2053 Notes”) as described in the table below. The aggregate principal amount of Pool 1 Notes that are accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below, and such that the aggregate principal amount of Pool 1 Notes accepted results in the issuance of New 2053 Notes in an amount not exceeding $7,500,000,000 (as increased, the “2053 Notes Cap”);


Title of Security

  

Issuer

   CUSIP
Number(s)
     Principal
Amount
Outstanding
     Acceptance
Priority

Level
     Principal Amount
Tendered(1)
 
Pool 1 Notes               
8.750% Senior Notes due 2031    New Cingular Wireless Services, Inc.(2)      00209AAF3      $ 274,942,000        1      $ 16,536,000  

8.750% Senior Notes due November 15, 2031(3)

   AT&T Corp.     
001957BD0 /
U03017BC0
 
 
   $ 109,211,000        2      $ 4,557,000  

8.30% Discount Debentures due 2036

   Historic TW(4)      887315AZ2      $ 156,007,000        3      $ 15,000  
7.700% Debentures due 2032    Time Warner(5)      00184AAG0      $ 139,051,000        4      $ 29,000  
7.625% Debentures due 2031    Time Warner(5)      00184AAC9      $ 155,466,000        5      $ 139,000  
7.125% Senior Notes due 2031    AT&T Mobility LLC(6)      17248RAJ5      $ 151,402,000        6      $ 235,000  
6 7/8% Notes due 2031    BellSouth, LLC(7)      079860AD4      $ 113,757,000        7      $ 1,590,000  
6.550% Notes due 2034    BellSouth, LLC(7)      079860AE2      $ 147,409,000        8      $ 799,000  
6.00% Notes due 2034    BellSouth, LLC(7)      079860AK8      $ 201,055,000        9      $ 2,634,000  
6.800% Notes due 2036    AT&T Inc.      00206RAB8      $ 128,330,000        10      $ 1,015,000  
6.55% Global Notes due 2039    AT&T Inc.      00206RAS1      $ 510,063,000        11      $ 66,925,000  
6.500% Global Notes due 2036    AT&T Inc.      00206RJC7      $ 160,252,000        12      $ 4,274,000  
6.500% Global Notes due 2037    AT&T Inc.      00206RAD4      $ 412,098,000        13      $ 172,847,000  
6.40% Global Notes due 2038    AT&T Inc.      00206RAN2      $ 229,036,000        14      $ 64,018,000  
6.350% Global Notes due 2040    AT&T Inc.      00206RDE9      $ 490,483,000        15      $ 332,905,000  
6.300% Global Notes due 2038    AT&T Inc.      00206RAG7      $ 849,360,000        16      $ 99,983,000  
6.200% Global Notes due 2040    AT&T Inc.      00206RJD5      $ 329,267,000        17      $ 64,365,000  
6.100% Global Notes due 2040    AT&T Inc.      00206RJE3      $ 392,704,000        18      $ 144,331,000  
6.000% Global Notes due 2040    AT&T Inc.      00206RDF6      $ 1,234,030,000        19      $ 763,203,000  
5.35% Global Notes due 2040    AT&T Inc.     

04650NAB0/

U9475PAA6

 

 

   $ 1,789,560,000        20      $ 720,248,000  
5.250% Global Notes due 2037    AT&T Inc.      00206RDR0      $ 3,000,000,000        21      $ 1,205,610,000  
4.900% Global Notes due 2037    AT&T Inc.     
00206RFW7 /
U04644CJ4
 
 
   $ 1,278,679,000        22      $ 595,718,000  
4.850% Global Notes due 2039    AT&T Inc.      00206RHK1      $ 2,000,000,000        23      $ 1,043,764,000  
4.800% Global Notes due 2044    AT&T Inc.      00206RCG5      $ 2,500,000,000        24      $ 1,303,859,000  
4.30% Global Notes due 2042    AT&T Inc.     
00206RBH4 /
00206RBG6
 
 
   $ 1,956,149,000        25      $ 559,950,000  

 

(1)

The aggregate principal amount of each series of Pool 1 Notes that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on September 14, 2020, based on information provided by the exchange agent to AT&T.

(2)

New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc.

(3)

The 8.750% Senior Notes due November 15, 2031 are fully, unconditionally and irrevocably guaranteed by AT&T. The initial interest rate on the 8.750% Senior Notes due November 15, 2031 was 8.000%.

(4)

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

(5)

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

(6)

AT&T Mobility LLC was formerly known as Cingular Wireless LLC.

(7)

The 6 7/8% Notes due 2031, 6.550% Notes due 2034, and 6.00% Notes due 2034 were originally issued by BellSouth Corporation, which subsequently converted to BellSouth, LLC.


(ii) exchange ten series of notes issued by AT&T (collectively, the “Pool 2 Notes”) for a combination of cash and a new series of AT&T’s senior notes to be due in 2055 (the “New 2055 Notes”) as described in the table below. The aggregate principal amount of Pool 2 Notes that are accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below, and such that the aggregate principal amount of Pool 2 Notes accepted results in the issuance of New 2055 Notes in an amount not exceeding $7,500,000,000 (as increased, the “2055 Notes Cap”);

 

Title of Security

  

Issuer

   CUSIP
Number(s)
     Principal
Amount
Outstanding
     Acceptance
Priority

Level
     Principal Amount
Tendered(1)
 

Pool 2 Notes

              

6.375% Global Notes due 2041

   AT&T Inc.      00206RDG4      $ 984,108,000        1      $ 379,856,000  

6.250% Global Notes due 2041

   AT&T Inc.      00206RJF0      $ 521,724,000        2      $ 191,405,000  

5.550% Global Notes due 2041

   AT&T Inc.      00206RBA9      $ 1,009,543,000        3      $ 333,392,000  

5.375% Global Notes due 2041

   AT&T Inc.      00206RJG8      $ 447,305,000        4      $ 260,610,000  

5.350% Global Notes due 2043

   AT&T Inc.      00206RJJ2      $ 436,339,000        5      $ 244,857,000  

5.150% Global Notes due 2042

   AT&T Inc.      00206RDH2      $ 1,208,505,000        6      $ 618,319,000  

5.150% Global Notes due 2046

   AT&T Inc.     

00206RHA3 /
00206RFM9 /
U04644BX4
 
 
 
   $ 1,750,725,000        7      $ 1,007,433,000  

4.850% Global Notes due 2045

   AT&T Inc.      00206RJL7      $ 795,686,000        8      $ 394,633,000  

4.750% Global Notes due 2046

   AT&T Inc.      00206RCQ3      $ 3,500,000,000        9      $ 1,628,202,000  

4.35% Global Notes due 2045

   AT&T Inc.     

00206RBK7 /

U04644AE7

 

 

   $ 3,043,850,000        10      $ 1,548,464,000  

 

(1)

The aggregate principal amount of each series of Pool 2 Notes that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on September 14, 2020, based on information provided by the exchange agent to AT&T.

and (iii) exchange seven series of notes issued by AT&T (collectively, the “Pool 3 Notes” and, together with the Pool 1 Notes and the Pool 2 Notes, the “Old Notes”) for a combination of cash and a new series of AT&T’s senior notes to be due in 2059 (the “New 2059 Notes” and, together with the New 2053 Notes and the New 2055 Notes, the “New Notes”) as described in the table below. The aggregate principal amount of Pool 3 Notes that are accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below, and such that the aggregate principal amount of Pool 3 Notes accepted results in the issuance of New 2059 Notes in an amount not exceeding $6,500,000,000 (as increased, the “2059 Notes Cap”).

 

Title of Security

  

Issuer

   CUSIP
Number(s)
     Principal
Amount
Outstanding
     Acceptance
Priority

Level
     Principal Amount
Tendered(1)
 

Pool 3 Notes

              

5.700% Global Notes due 2057

   AT&T Inc.      00206RDT6      $ 1,000,000,000        1      $ 514,799,000  

5.650% Global Notes due 2047

   AT&T Inc.      00206RCU4      $ 1,500,000,000        2      $ 540,565,000  

5.450% Global Notes due 2047

   AT&T Inc.      00206RDS8      $ 2,000,000,000        3      $ 1,251,477,000  

5.300% Global Notes due 2058

   AT&T Inc.     
00206RFS6 /
U04644CG0
 
 
   $ 643,744,000        4      $ 461,929,000  

5.150% Global Notes due 2050

   AT&T Inc.      00206RFU1      $ 1,694,666,000        5      $ 753,335,000  

4.550% Global Notes due 2049

   AT&T Inc.     
00206RDM1 /
00206RDK5
 
 
   $ 2,500,000,000        6      $ 1,569,246,000  

4.500% Global Notes due 2048

   AT&T Inc.     

00206RDL3 /

00206RDJ8

 

 

   $ 4,499,999,000        7      $ 2,240,736,000  

 

(1)

The aggregate principal amount of each series of Pool 3 Notes that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on September 14, 2020, based on information provided by the exchange agent to AT&T.


The amount of outstanding Old Notes validly tendered and not validly withdrawn as of September 14, 2020, as reflected in the tables above, satisfied the minimum tender condition in each of the Exchange Offers.

The Exchange Offers will expire at 11:59 p.m., New York City time, on September 28, 2020, unless extended or earlier terminated by AT&T.

The Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the offering documents will only be made available, to a holder of Old Notes who has certified its status as either (a) if in the United States, a “qualified institutional buyer,” or “QIB,” as that term is defined in Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) (i) if outside the United States, a person other than a “U.S. person,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other professional fiduciary organized, incorporated or (if an individual) residing in the United States holding a discretionary account or similar account (other than an estate or a trust) for the benefit or account of a non-“U.S. person,” (ii) if located or resident in any Member State of the European Economic Area or in the United Kingdom, persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (1) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (2) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (3) not a “qualified investor” as defined in Regulation (EU) 2017/1129, as amended, and consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area or in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area or in the United Kingdom may be unlawful under the PRIIPs Regulation and (iii) if located or resident in Canada, a holder located or resident in a province of Canada and an “accredited investor” as such term is defined in National Instrument 45-106Prospectus Exemptions, and, if resident in Ontario, section 73.3(1) of the Securities Act (Ontario), in each case, that is not an individual unless that person is also a “permitted client” as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations (each, an “Eligible Holder”). Only Eligible Holders who have confirmed they are Eligible Holders via the eligibility certification are authorized to receive or review the offering memorandum, eligibility certification and Canadian beneficial holder form or to participate in the Exchange Offers. For Canadian Eligible Holders tendering Old Notes, such participation is also conditioned upon the receipt of the Canadian beneficial holder form. There is no separate letter of transmittal in connection with the offering memorandum.

The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the offering memorandum, eligibility certification and Canadian beneficial holder form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the offering memorandum, eligibility certification and Canadian beneficial holder form.


This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely by the offering memorandum, eligibility certification and Canadian beneficial holder form and only to such persons and in such jurisdictions as is permitted under applicable law.

In the United Kingdom, this press release is only being communicated to, and any other documents or materials relating to the Exchange Offers are only being distributed to and are only directed 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 Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Global Bondholder Services Corporation is acting as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the offering memorandum, eligibility certification or Canadian beneficial holder form may be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The offering memorandum, eligibility certification and Canadian beneficial holder form can be accessed at the following link: https://gbsc-usa.com/eligibility/att.

###

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 offering memorandum 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.

Exhibit 99.2

 

LOGO   

News Release

For more information, contact:

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)

AT&T INC. ANNOUNCES PRICING TERMS FOR ITS EXCHANGE OFFERS

Dallas, Texas, September 15, 2020 — AT&T Inc. (NYSE: T) (“AT&T”) announced today pricing terms with respect to its private offers to (i) exchange twenty-five series of notes issued by AT&T and certain of AT&T’s wholly-owned subsidiaries (collectively, the “Pool 1 Notes”) for a combination of cash and a new series of AT&T’s senior notes to be due in 2053 (the “New 2053 Notes”) as described in the table below. For each $1,000 principal amount of Pool 1 Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on September 14, 2020 and accepted by AT&T, the following table sets forth the yields, the total consideration, the principal amount of the New 2053 Notes and the amount of cash, as priced below:

 

Title of Security

  Issuer     CUSIP
Number(s)
   

Acceptance
Priority
Level

  Reference
UST
Security
    Reference
Yield(1)
    Fixed
Spread
(basis
points)
    Yield(2)     Cash
Payment
Percent of
Premium(3)
    Total
Consideration(4)
    Principal
Amount

of New
2053

Notes
    Cash  

Pool 1 Notes

                     

8.750% Senior Notes due 2031

   



New
Cingular
Wireless
Services,
Inc.(5)
 
 
 
 
 
    00209AAF3     1    
0.625% due
8/15/2030
 
 
    0.679     155       2.229     40%     $ 1,605.03     $ 1,371.00     $ 242.01  

8.750% Senior Notes due November 15, 2031(6)

    AT&T Corp.      
001957BD0 /
U03017BC0
 
 
  2    

0.625%
due
8/15/2030
 
 
 
    0.679     165       2.329     50%     $ 1,627.70     $ 1,321.54     $ 313.85  

8.30% Discount Debentures due 2036

   
Historic
TW(7)
 
 
    887315AZ2     3    
1.25% due
5/15/2050
 
 
    1.430     200       3.430     40%     $ 1,576.63     $ 1,353.86     $ 230.65  

7.700% Debentures due 2032

   
Time
Warner(8)
 
 
    00184AAG0     4    

0.625%
due
8/15/2030
 
 
 
    0.679     170       2.379     25%     $ 1,537.37     $ 1,411.24     $ 134.34  

7.625% Debentures due 2031

   
Time
Warner(8)
 
 
    00184AAC9     5    

0.625%
due
8/15/2030
 
 
 
    0.679     155       2.229     25%     $ 1,505.84     $ 1,387.45     $ 126.46  

7.125% Senior Notes due 2031

   

AT&T
Mobility
LLC(9)
 
 
 
    17248RAJ5     6    

0.625% due

8/15/2030

 

 

    0.679     165       2.329     45%     $ 1,471.90     $ 1,266.91     $ 212.36  

6 7/8% Notes due 2031

   
BellSouth,
LLC(10)
 
 
    079860AD4     7    

0.625% due

8/15/2030

 

 

    0.679     165       2.329     40%     $ 1,441.50     $ 1,272.30     $ 176.60  

6.550% Notes due 2034

   
BellSouth,
LLC(10)
 
 
    079860AE2     8    

0.625% due

8/15/2030

 

 

    0.679     185       2.529     25%     $ 1,464.26     $ 1,356.08     $ 116.07  

6.00% Notes due 2034

   
BellSouth,
LLC(10)
 
 
    079860AK8     9    

0.625% due

8/15/2030

 

 

    0.679     190       2.579     25%     $ 1,403.58     $ 1,310.31     $ 100.90  

6.800% Notes due 2036

    AT&T Inc.       00206RAB8     10    

1.25% due

5/15/2050

 

 

    1.430     200       3.430     60%     $ 1,405.60     $ 1,169.04     $ 243.36  

6.55% Global Notes due 2039

    AT&T Inc.       00206RAS1     11    

1.25% due

5/15/2050

 

 

    1.430     175       3.180     25%     $ 1,466.82     $ 1,358.01     $ 116.71  

6.500% Global Notes due 2036

    AT&T Inc.       00206RJC7     12    

1.25% due

5/15/2050

 

 

    1.430     200       3.430     25%     $ 1,378.35     $ 1,291.28     $ 94.59  

6.500% Global Notes due 2037

    AT&T Inc.       00206RAD4     13    

1.25% due

5/15/2050

 

 

    1.430     165       3.080     25%     $ 1,449.01     $ 1,344.59     $ 112.25  

6.40% Global Notes due 2038

    AT&T Inc.       00206RAN2     14    

1.25% due

5/15/2050

 

 

    1.430     170       3.130     25%     $ 1,440.97     $ 1,338.52     $ 110.24  

6.350% Global Notes due 2040

    AT&T Inc.       00206RDE9     15    

1.25% due

5/15/2050

 

 

    1.430     180       3.230     25%     $ 1,448.68     $ 1,344.33     $ 112.17  

6.300% Global Notes due 2038

    AT&T Inc.       00206RAG7     16    

1.25% due

5/15/2050

 

 

    1.430     165       3.080     25%     $ 1,429.76     $ 1,330.06     $ 107.44  

6.200% Global Notes due 2040

    AT&T Inc.       00206RJD5     17    

1.25% due

5/15/2050

 

 

    1.430     180       3.230     25%     $ 1,427.10     $ 1,328.05     $ 106.78  

6.100% Global Notes due 2040

    AT&T Inc.       00206RJE3     18    

1.25% due

5/15/2050

 

 

    1.430     180       3.230     25%     $ 1,417.73     $ 1,320.99     $ 104.43  

6.000% Global Notes due 2040*

    AT&T Inc.       00206RDF6     19    

1.25% due

5/15/2050

 

 

    1.430     180       3.230     25%     $ 1,400.79     $ 1,308.20     $ 100.20  

5.35% Global Notes due 2040

    AT&T Inc.      

04650NAB0/

U9475PAA6

 

 

  20    

1.25% due

5/15/2050

 

 

    1.430     180       3.230     25%     $ 1,310.01     $ 1,239.73     $ 77.50  

5.250% Global Notes due 2037*

    AT&T Inc.       00206RDR0     21    

1.25% due

5/15/2050

 

 

    1.430     160       3.030     25%     $ 1,279.17     $ 1,216.46     $ 69.79  

4.900% Global Notes due 2037*

    AT&T Inc.      
00206RFW7 /
U04644CJ4
 
 
  22    

1.25% due

5/15/2050

 

 

    1.430     160       3.030     25%     $ 1,240.31     $ 1,187.14     $ 60.08  

4.850% Global Notes due 2039*

    AT&T Inc.       00206RHK1     23    

1.25% due

5/15/2050

 

 

    1.430     165       3.080     25%     $ 1,242.68     $ 1,188.93     $ 60.67  

4.800% Global Notes due 2044*

    AT&T Inc.       00206RCG5     24    

1.25% due

5/15/2050

 

 

    1.430     190       3.330     25%     $ 1,236.50     $ 1,184.26     $ 59.13  

4.30% Global Notes due 2042*

    AT&T Inc.      
00206RBH4 /
00206RBG6
 
 
  25    

1.25% due

5/15/2050

 

 

    1.430     190       3.330     25%     $ 1,149.18     $ 1,118.39     $ 37.30  


 

(1)

The bid-side yield on the Reference UST Security.

(2)

Reflects the bid-side yield on the Reference UST Security plus the applicable Fixed Spread, calculated in accordance with the procedures set forth in the Offering Memorandum, dated August 31, 2020 (the “Offering Memorandum”).

(3)

The cash payment percent of premium is the percent of the amount by which the total consideration exceeds $1,000 in principal amount of New 2053 Notes and cash per $1,000 principal amount of such Old Notes.

(4)

The total consideration for each series of Pool 1 Notes includes the early participation payment of $50 of principal amount of New 2053 Notes per $1,000 principal amount of Pool 1 Notes and assumes a settlement date of September 18, 2020.

(5)

New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc.

(6)

The 8.750% Senior Notes due November 15, 2031 are fully, unconditionally and irrevocably guaranteed by AT&T. The initial interest rate on the 8.750% Senior Notes due November 15, 2031 was 8.000%.

(7)

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

(8)

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

(9)

AT&T Mobility LLC was formerly known as Cingular Wireless LLC.

(10)

The 6 7/8% Notes due 2031, 6.550% Notes due 2034, and 6.00% Notes due 2034 were originally issued by BellSouth Corporation, which subsequently converted to BellSouth, LLC.

 

*

Denotes a series of Old Notes for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.


(ii) exchange ten series of notes issued by AT&T (collectively, the “Pool 2 Notes”) for a combination of cash and a new series of AT&T’s senior notes to be due in 2055 (the “New 2055 Notes”) as described in the table below. For each $1,000 principal amount of Pool 2 Notes validly tendered and not validly withdrawn prior to 5:00 p.m. New York City time on September 14, 2020 and accepted by AT&T, the following table sets forth the yields, the total consideration, the principal amount of the New 2055 Notes and the amount of cash, as priced below:

 

Title of Security

  Issuer     CUSIP
Number(s)
    Acceptance
Priority
Level
    Reference
UST
Security
    Reference
Yield(1)
    Fixed
Spread
(basis
points)
    Yield(2)     Cash
Payment
Percent of

Premium(3)
    Total
Consideration(4)
    Principal
Amount
of New
2055
Notes
    Cash  

Pool 2 Notes

                     

6.375% Global Notes due 2041

    AT&T Inc.       00206RDG4       1      
1.25% due
5/15/2050
 
 
    1.430%       190       3.330%       25%       $1,449.03       $1,344.78       $112.26  

6.250% Global Notes due 2041

    AT&T Inc.       00206RJF0       2      
1.25% due
5/15/2050
 
 
    1.430%       190       3.330%       25%       $1,431.75       $1,331.75       $107.94  

5.550% Global Notes due 2041

    AT&T Inc.       00206RBA9       3      
1.25% due
5/15/2050
 
 
    1.430%       190       3.330%       25%       $1,332.42       $1,256.80       $83.11  

5.375% Global Notes due 2041

    AT&T Inc.       00206RJG8       4      
1.25% due
5/15/2050
 
 
    1.430%       190       3.330%       25%       $1,307.91       $1,238.31       $76.98  

5.350% Global Notes due 2043

    AT&T Inc.       00206RJJ2       5      
1.25% due
5/15/2050
 
 
    1.430%       190       3.330%       25%       $1,325.00       $1,251.21       $81.25  

5.150% Global Notes due 2042

    AT&T Inc.       00206RDH2       6      
1.25% due
5/15/2050
 
 
    1.430%       190       3.330%       25%       $1,277.78       $1,215.57       $69.45  

5.150% Global Notes due 2046*

    AT&T Inc.      

00206RHA3 /
00206RFM9 /
U04644BX4
 
 
 
    7      
1.25% due
5/15/2050
 
 
    1.430%       195       3.380%       25%       $1,302.03       $1,233.87       $75.51  

4.850% Global Notes due 2045*

    AT&T Inc.       00206RJL7       8      
1.25% due
5/15/2050
 
 
    1.430%       190       3.330%       25%       $1,252.00       $1,196.13       $63.00  

4.750% Global Notes due 2046*

    AT&T Inc.       00206RCQ3       9      
1.25% due
5/15/2050
 
 
    1.430%       195       3.380%       25%       $1,230.87       $1,180.18       $57.72  

4.35% Global Notes due 2045*

    AT&T Inc.      

00206RBK7 /

U04644AE7

 

 

    10      
1.25% due
5/15/2050
 
 
    1.430%       190       3.330%       25%       $1,168.71       $1,133.28       $42.18  

 

(1)

The bid-side yield on the Reference UST Security.

(2)

Reflects the bid-side yield on the Reference UST Security plus the applicable Fixed Spread, calculated in accordance with the procedures set forth in the Offering Memorandum.

(3)

The cash payment percent of premium is the percent of the amount by which the total consideration exceeds $1,000 in principal amount of New 2055 Notes and cash per $1,000 principal amount of such Old Notes.

(4)

The total consideration for each series of Pool 2 Notes includes the early participation payment of $50 of principal amount of New 2055 Notes per $1,000 principal amount of Pool 2 Notes and assumes a settlement date of September 18, 2020.

 

*

Denotes a series of Old Notes for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.


and (iii) exchange seven series of notes issued by AT&T (collectively, the “Pool 3 Notes” and, together with the Pool 1 Notes and the Pool 2 Notes, the “Old Notes”) for a combination of cash and a new series of AT&T’s senior notes to be due in 2059 (the “New 2059 Notes” and, together with the New 2053 Notes and the New 2055 Notes, the “New Notes”) as described in the table below. For each $1,000 principal amount of Pool 3 Notes validly tendered and not validly withdrawn prior to 5:00 p.m. New York City time on September 14, 2020 and accepted by AT&T, the following table sets forth the yields, the total consideration, the principal amount of the New 2059 Notes and the amount of cash, as priced below:

 

Title of Security

  Issuer     CUSIP
Number(s)
    Acceptance
Priority
Level
    Reference
UST
Security
    Reference
Yield(1)
    Fixed
Spread
(basis
points)
    Yield(2)     Cash
Payment
Percent of
Premium(3)
    Total
Consideration(4)
    Principal
Amount
of New
2059
Notes
    Cash  

Pool 3 Notes

                     

5.700% Global Notes due 2057*

    AT&T Inc.       00206RDT6       1      
1.25% due
5/15/2050
 
 
    1.430%       220       3.630%       60%       $1,413.78       $1,172.76       $248.27  

5.650% Global Notes due 2047*

    AT&T Inc.       00206RCU4       2      
1.25% due
5/15/2050
 
 
    1.430%       200       3.430%       25%       $1,379.04       $1,292.27       $94.76  

5.450% Global Notes due 2047*

    AT&T Inc.       00206RDS8       3      
1.25% due
5/15/2050
 
 
    1.430%       200       3.430%       25%       $1,345.27       $1,266.78       $86.32  

5.300% Global Notes due 2058*

    AT&T Inc.      
00206RFS6 /
U04644CG0
 
 
    4      
1.25% due
5/15/2050
 
 
    1.430%       220       3.630%       80%       $1,340.23       $1,074.69       $272.18  

5.150% Global Notes due 2050*

    AT&T Inc.       00206RFU1       5      
1.25% due
5/15/2050
 
 
    1.430%       205       3.480%       25%       $1,302.83       $1,234.75       $75.71  

4.550% Global Notes due 2049*

    AT&T Inc.      
00206RDM1 /
00206RDK5
 
 
    6      
1.25% due
5/15/2050
 
 
    1.430%       200       3.430%       25%       $1,200.42       $1,157.46       $50.11  

4.500% Global Notes due 2048*

    AT&T Inc.      

00206RDL3 /

00206RDJ8

 

 

    7      
1.25% due
5/15/2050
 
 
    1.430%       200       3.430%       25%       $1,187.30       $1,147.56       $46.83  

 

(1)

The bid-side yield on the Reference UST Security.

(2)

Reflects the bid-side yield on the Reference UST Security plus the applicable Fixed Spread, calculated in accordance with the procedures set forth in the Offering Memorandum.

(3)

The cash payment percent of premium is the percent of the amount by which the total consideration exceeds $1,000 in principal amount of New 2059 Notes and cash per $1,000 principal amount of such Old Notes.

(4)

The total consideration for each series of Pool 3 Notes includes the early participation payment of $50 of principal amount of New 2059 Notes per $1,000 principal amount of Pool 3 Notes and assumes a settlement date of September 18, 2020.

 

*

Denotes a series of Old Notes for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.

In addition, holders whose Old Notes are accepted for exchange will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled, and amounts due in lieu of fractional amounts of New Notes.


Based on the amount of Old Notes validly tendered and not validly withdrawn prior to 5:00 p.m. New York City time on September 14, 2020 and in accordance with the terms of the Exchange Offers, AT&T expects to accept, on the early settlement date (expected to be September 18, 2020), (i) all of the Pool 1 Notes at Acceptance Priority Levels 1 through 23, (ii) all of the Pool 2 Notes at Acceptance Priority Levels 1 through 9 and (iii) all of the Pool 3 Notes at Acceptance Priority Levels 1 through 6. AT&T expects to accept the 4.800% Global Notes due 2044 (Acceptance Priority Level 24) in Pool 1 Notes subject to a proration factor of approximately 57.57%, 4.35% Global Notes due 2045 (Acceptance Priority Level 10) in Pool 2 Notes subject to a proration factor of approximately 74.15% and 4.500% Global Notes due 2048 (Acceptance Priority Level 7) in Pool 3 Notes subject to a proration factor of approximately 14.47%. AT&T does not expect to accept any Old Notes tendered for exchange in Acceptance Priority Level 25 in Pool 1 Notes. As a result of proration rounding, the 2055 Notes Cap (as defined in the Offering Memorandum) was adjusted to $7,500,001,000 and the 2059 Notes Cap (as defined in the Offering Memorandum) was adjusted to $6,500,001,000. The 2053 Notes Cap (as defined in the Offering Memorandum) remains at $7,500,000,000.

The exchange offers described in this press release (the “Exchange Offers”) are being conducted upon the terms and subject to the conditions set forth in the Offering Memorandum, as amended by AT&T’s press release, dated as of September 15, 2020.

Only Eligible Holders (as defined below) of Old Notes who validly tendered their Old Notes at or before 5:00 p.m. New York City time on September 14, 2020 (the “Early Participation Date”), and who did not validly withdraw their tenders and whose Old Notes are accepted for exchange, will receive an early participation payment. As of the Early Participation Date the Exchange Offers were oversubscribed and as such no additional Old Notes tendered after the Early Participation Date will be accepted.

The interest rate on the New 2053 Notes will be 3.500%, the interest rate on the New 2055 Notes will be 3.550%, and the interest rate on the New 2059 Notes will be 3.650%. The yield on the New 2053 Notes will be 3.530%, and the New Issue Price of the New 2053 Notes will be $994.18, which has been determined by reference to the bid-side yield on the 1.25% U.S. Treasury Notes due May 15, 2050, as of 11:00 a.m. New York City time on September 15, 2020 (such date and time, the “Pricing Time”), which was 1.430%, plus 2.10%. The yield on the New 2055 Notes will be 3.580%, and the New Issue Price of the New 2055 Notes will be $994.04, which has been determined by reference to the bid-side yield on the 1.25% U.S. Treasury Notes due May 15, 2050, as of the Pricing Time, which was 1.430%, plus 2.15%. The yield on the New 2059 Notes will be 3.680%, and the New Issue Price of the New 2059 Notes will be $993.82, which has been determined by reference to the bid-side yield on the 1.25% U.S. Treasury Notes due May 15, 2050, as of the Pricing Time, which was 1.430%, plus 2.25%.


The Exchange Offers will expire at 11:59 p.m., New York City time, on September 28, 2020, unless extended or earlier terminated by AT&T (the “Expiration Date”). The withdrawal deadline for the Exchange Offers occurred at 5:00 p.m. New York City time on September 14, 2020. As a result, tendered Old Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by AT&T).

The Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the offering documents will only be made available, to a holder of Old Notes who has certified its status as either (a) if in the United States, a “qualified institutional buyer,” or “QIB,” as that term is defined in Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) (i) if outside the United States, a person other than a “U.S. person,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other professional fiduciary organized, incorporated or (if an individual) residing in the United States holding a discretionary account or similar account (other than an estate or a trust) for the benefit or account of a non-“U.S. person,” (ii) if located or resident in any Member State of the European Economic Area or in the United Kingdom, persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (1) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (2) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (3) not a “qualified investor” as defined in Regulation (EU) 2017/1129, as amended, and consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area or in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area or in the United Kingdom may be unlawful under the PRIIPs Regulation and (iii) if located or resident in Canada, a holder located or resident in a province of Canada and an “accredited investor” as such term is defined in National Instrument 45-106Prospectus Exemptions, and, if resident in Ontario, section 73.3(1) of the Securities Act (Ontario), in each case, that is not an individual unless that person is also a “permitted client” as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations (each, an “Eligible Holder”). Only Eligible Holders who have confirmed they are Eligible Holders via the eligibility certification are authorized to receive or review the offering memorandum, eligibility certification and Canadian beneficial holder form or to participate in the Exchange Offers. For Canadian Eligible Holders tendering Old Notes, such participation is also conditioned upon the receipt of the Canadian beneficial holder form. There is no separate letter of transmittal in connection with the offering memorandum.


The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the offering memorandum, eligibility certification and Canadian beneficial holder form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the offering memorandum, eligibility certification and Canadian beneficial holder form.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely by the offering memorandum, eligibility certification and Canadian beneficial holder form and only to such persons and in such jurisdictions as is permitted under applicable law.

In the United Kingdom, this press release is only being communicated to, and any other documents or materials relating to the Exchange Offers are only being distributed to and are only directed 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 Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Global Bondholder Services Corporation is acting as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the offering memorandum, eligibility certification or Canadian beneficial holder form may be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The offering memorandum, eligibility certification and Canadian beneficial holder form can be accessed at the following link: https://gbsc-usa.com/eligibility/att.

###

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 offering memorandum 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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