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EX-99.1 - EX-99.1 - AT&T INC. | d75517exv99w1.htm |
8-K - FORM 8-K - AT&T INC. | d75517e8vk.htm |
Exhibit 99.2
Media Contact:
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Investor Contact: | |
Rolf Gatlin
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Jake Lee | |
Office: 214-665-1315
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Office: 214-757-5814 | |
Email: rgatlin@attnews.us
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Email: jacob.a.lee@att.com |
AT&T Inc. Increases Maximum Tender Amount and
Announces Early Results and Satisfaction of
Minimum Condition of Exchange Offer
Announces Early Results and Satisfaction of
Minimum Condition of Exchange Offer
Dallas, Tex. August 18, 2010 AT&T Inc. (NYSE: T) today announced early results of its
private offer to exchange (i) any and all of the outstanding 8.750% Senior Notes of New Cingular
Wireless Services, Inc. due 2031 (the 8.750% Notes) and (ii) subject to proration, the
outstanding 8.00% Senior Notes of AT&T Corp. due 2031 (the 8.00% Notes and, together with the
8.750% Notes, the Existing Notes) held by Eligible Holders (as defined below) for a new series of
5.35% senior notes of AT&T to be due 2040 (the New
Notes) and cash (the Exchange Offer).
AT&T also announced today that it has amended its private offer
to increase the maximum aggregate principal amount of Existing Notes
that AT&T will accept for tender from $2,500,000,000 to an
amount of Existing Notes (the Maximum Tender Amount) such
that the aggregate principal amount of New Notes to be issued will
not exceed $3,500,000,000.
The approximate principal amounts of each series of Existing Notes that have been validly
tendered for exchange, as of 5:00 p.m., New York City time, on August 17, 2010 (the Early
Participation Date), based on information provided by the exchange agent to AT&T, are presented in
the tables below. These tendered Existing Notes may not be withdrawn, except in certain limited
circumstances where additional withdrawal rights are required by law (as determined by AT&T). The
amount of outstanding Existing Notes validly tendered and not validly withdrawn as of the Early
Participation Date, as reflected in the tables below, exceeded the minimum condition that AT&T
receive valid tenders, not validly withdrawn, of at least $500,000,000 in aggregate principal
amount of Existing Notes.
In accordance with the terms of the Exchange Offer, AT&T will accept any and all of the debt
securities listed in the following table (the First Priority Existing Notes).
First Priority Existing Notes Tendered
Approximate Aggregate Principal | ||||||||||||
Title of Series / CUSIP | Maturity | Aggregate Principal | Amount Tendered as of August 17, | |||||||||
Number | Date | Amount Outstanding | 2010 | |||||||||
8.750% Notes due 2031 / |
03/01/2031 | $ | 2,500,000,000 | $ | 1,355,176,000 | |||||||
00209AAF3
00209AAC0 U0027MAC1 |
In no event will exchanges of validly tendered 8.750% Notes be subject to proration due
to the size of the Maximum Tender Amount.
In accordance with the terms of the Exchange Offer, AT&T will accept up to an aggregate
principal amount of the debt securities listed in the following table (the Second Priority
Existing Notes) equal to (i) the Maximum Tender Amount less (ii) the aggregate principal amount of
First Priority Existing Notes tendered in the Exchange Offer.
Second Priority Existing Notes Tendered
Approximate Aggregate Principal | ||||||||||||
Title of Series / CUSIP | Maturity | Aggregate Principal | Amount Tendered as of August 17, | |||||||||
Number | Date | Amount Outstanding | 2010 | |||||||||
8.00% Notes due 2031 / |
11/15/2031 | $ | 2,532,611,000 | $ | 1,589,904,000 | |||||||
001957BD0 U03017BC0 |
The Exchange Offer will expire at 11:59 p.m., New York City time, on August 31, 2010,
unless extended or terminated. In accordance with the terms of the Exchange Offer, the withdrawal
deadline relating to the Exchange Offer occurred at 5:00 p.m., New York City time, on August 17,
2010. As a result, tendered Existing 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 Offer is being conducted upon the terms and subject to the conditions set forth
in the offering memorandum dated August 4, 2010 and the related letter of transmittal. Unless
indicated otherwise, defined terms herein shall have the same meaning as those in the offering
memorandum. The Exchange Offer is only made, and copies of the offering documents will only be
made available, to a holder of the Existing Notes who has certified its status as (1) a qualified
institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), or (2) a person who is not a U.S. person as defined under Regulation S under
the Securities Act (each, an Eligible Holder).
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The New Notes will not be 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.
This press release is not an offer to sell or a solicitation of an offer to buy any security.
The Exchange Offer is being made solely by the offering memorandum and related letter of
transmittal and only to such persons and in such jurisdictions as is permitted under applicable
law.
Documents relating to the Exchange Offer will only be distributed to holders of Existing Notes
who complete and return a letter of eligibility confirming that they are Eligible Holders. Holders
of Existing Notes who desire a copy of the eligibility letter may contact Global Bondholder
Services Corporation, the information agent for the Exchange Offer, at (866) 387-1500 (toll-free)
or (212) 430-3774 (collect).
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contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies.
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