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8-K - FORM 8-K - AT&T INC. | d499688d8k.htm |
Exhibit 99.1
For more information, contact:
Name: McCall Butler
AT&T Corporate & Financial Communications
Phone: 404-986-0456
Email: mb8191@att.com
AT&T INC. ANNOUNCES EXPIRATION OF ITS EXCHANGE OFFERS
Dallas, Texas, November 29, 2017 AT&T Inc. (NYSE: T) (AT&T) announced today the expiration of its private offers to exchange forty-six series of notes across two series of exchange offers and the solicitation of consents to amend indentures governing certain series of notes, each as detailed below.
MATURITY EXTENSION EXCHANGE OFFERS
In the first series of exchange offers, the Maturity Extension Exchange Offers, AT&T offered to (i) exchange (the Maturity Extension Pool 1 Offer) the eleven series of notes described in the table below (collectively, the Maturity Extension Pool 1 Notes) for a new series of AT&Ts senior notes to be due in 2028 (the New 2028 Notes). The table below identifies the aggregate principal amount of each series of Maturity Extension Pool 1 Notes validly tendered (and not validly withdrawn) in the Maturity Extension Pool 1 Offer and the principal amount of each series of Maturity Extension Pool 1 Notes that AT&T expects to accept on December 1, 2017 (the Settlement Date);
Title of Security |
Issuer | CUSIP Number |
Consideration Exchanged For |
Acceptance Priority Level |
Principal Amount Tendered(1) |
Principal Amount AT&T Expects to Accept |
||||||||||||||||
Maturity Extension Pool 1 Notes |
||||||||||||||||||||||
5.000% Global Notes due 2021 |
AT&T Inc. | 00206RDA7 | New 2028 Notes | 1 | $ | 310,428,000 | $ | 310,428,000 | ||||||||||||||
5.000% Senior Notes due 2021 |
|
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
|
25459HBA2 | New 2028 Notes | 2 | $ | 29,608,000 | $ | 29,608,000 | ||||||||||||
4.600% Global Notes due 2021 |
AT&T Inc. | 00206RCZ3 | New 2028 Notes | 3 | $ | 245,359,000 | $ | 245,359,000 | ||||||||||||||
4.600% Senior Notes due 2021 |
|
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
|
25459HAW5 | New 2028 Notes | 4 | $ | 34,004,000 | $ | 34,004,000 | ||||||||||||
4.450% Global Notes due 2021 |
AT&T Inc. | 00206RAX0 | New 2028 Notes | 5 | $ | 396,841,000 | $ | 396,841,000 | ||||||||||||||
3.875% Global Notes due 2021 |
AT&T Inc. | 00206RAZ5 | New 2028 Notes | 6 | $ | 328,395,000 | $ | 328,395,000 | ||||||||||||||
5.200% Global Notes due 2020 |
AT&T Inc. | 00206RCY6 | New 2028 Notes | 7 | $ | 264,031,000 | $ | 264,031,000 | ||||||||||||||
5.200% Senior Notes due 2020 |
|
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
|
|
25459HAT2; 25459HAR6; U25398AH8 |
|
New 2028 Notes | 8 | $ | 88,741,000 | $ | 88,741,000 | ||||||||||
2.800% Global Notes due 2021 |
AT&T Inc. | 00206RCR1 | New 2028 Notes | 9 | $ | 305,001,000 | $ | 305,001,000 | ||||||||||||||
2.450% Global Notes due 2020 |
AT&T Inc. | 00206RCL4 | New 2028 Notes | 10 | $ | 249,559,000 | $ | 249,559,000 | ||||||||||||||
Floating Rate Global Notes due 2020 |
AT&T Inc. | 00206RCK6 | New 2028 Notes | 11 | $ | 63,281,000 | $ | 63,281,000 |
(1) | Reflects the aggregate principal amount of each series of Maturity Extension Pool 1 Notes that have been validly tendered for exchange and not validly withdrawn, as of 11:59 p.m., New York City time, on November 28, 2017 (the Expiration Date), based on information provided by the exchange agent to AT&T. |
November 29, 2017
© 2017 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. |
Page 1 |
and (ii) exchange (the Maturity Extension Pool 2 Offer) the seven series of notes described in the table below (collectively, the Maturity Extension Pool 2 Notes and, together with the Maturity Extension Pool 1 Notes, the Old Maturity Extension Notes) for a new series of AT&Ts senior notes to be due in 2030 (the New 2030 Notes and, together with the New 2028 Notes, the New Maturity Extension Notes). The table below identifies the aggregate principal amount of each series of Maturity Extension Pool 2 Notes validly tendered (and not validly withdrawn) in the Maturity Extension Pool 2 Offer and the principal amount of each series of Maturity Extension Pool 2 Notes that AT&T expects to accept on the Settlement Date.
Title of Security |
Issuer | CUSIP Number |
Consideration Exchanged For |
Acceptance Priority Level |
Principal Amount Tendered(1) |
Principal Amount AT&T Expects to Accept |
||||||||||||||
Maturity Extension Pool 2 Notes |
||||||||||||||||||||
Zero Coupon Senior Notes due 2022 |
AT&T Inc. | 00206RAE2 | New 2030 Notes | 1 | $ | 437,000,000 | $ | 437,000,000 | ||||||||||||
3.800% Global Notes due 2022 |
AT&T Inc. | 00206RDB5 | New 2030 Notes | 2 | $ | 402,785,000 | $ | 402,785,000 | ||||||||||||
3.800% Senior Notes due 2022 |
DIRECTV Holdings LLC, DIRECTV Financing Co., Inc. |
|
25459HBF1; 25459HBD6; U25398AL9 |
|
New 2030 Notes | 3 | $ | 19,973,000 | $ | 19,973,000 | ||||||||||
3.600% Global Notes due 2023 |
AT&T Inc. | 00206RCS9 | New 2030 Notes | 4 | $ | 709,939,000 | $ | 709,939,000 | ||||||||||||
3.000% Global Notes due 2022 (February) |
AT&T Inc. | 00206RBD3 | New 2030 Notes | 5 | $ | 393,166,000 | $ | 393,166,000 | ||||||||||||
3.000% Global Notes due 2022 (June) |
AT&T Inc. | 00206RCM2 | New 2030 Notes | 6 | $ | 788,486,000 | $ | 788,484,000 | ||||||||||||
2.625% Global Notes due 2022 |
AT&T Inc. | 00206RBN1 | New 2030 Notes | 7 | $ | 381,257,000 | $ | 381,257,000 |
(1) | Reflects the aggregate principal amount of each series of Maturity Extension Pool 2 Notes that have been validly tendered for exchange and not validly withdrawn, as of the Expiration Date, based on information provided by the exchange agent to AT&T. |
The Maturity Extension Exchange Offers expired at 11:59 p.m., New York City time, on November 28, 2017. Based on the amount of Old Maturity Extension Notes tendered in the Maturity Extension Exchange Offers and in accordance with the terms of the Maturity Extension Exchange Offers, AT&T expects to accept, on the Settlement Date, (a) the following Old Maturity Extension Notes validly tendered (and not validly withdrawn): (i) all of the Maturity Extension Pool 1 Notes at Acceptance Priority Levels 1 through 11 and (ii) all of the Maturity Extension Pool 2 Notes at Acceptance Priority Levels 1 through 7.
On the Settlement Date, AT&T expects to deliver an aggregate principal amount of $2,449,011,000 of New 2028 Notes and an aggregate principal amount of $3,156,272,000 of New 2030 Notes plus a cash payment for (a) accrued and unpaid interest on the applicable series of Old Maturity Extension Notes and (b) amounts due in lieu of fractional amounts of New Maturity Extension Notes.
November 29, 2017
© 2017 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. |
Page 2 |
The Maturity Extension Exchange Offers were conducted upon the terms and subject to the conditions set forth in an offering memorandum (the Maturity Extension Offering Memorandum), dated October 30, 2017, as amended by AT&Ts press release, dated as of November 13, 2017, and the related letter of transmittal (the Maturity Extension Letter of Transmittal).
OPCO AND AT&T EXCHANGE OFFERS
In the second series of exchange offers, the OpCo and AT&T Exchange Offers, AT&T offered to (i) exchange (the Obligor Exchange Offer) the twenty-one series of notes described in the table below (collectively, the OpCo Notes) issued by certain of AT&Ts wholly-owned subsidiaries, for new series of senior notes to be issued by AT&T (the New AT&T Obligor Notes). The table below identifies the aggregate principal amount of each series of OpCo Notes validly tendered (and not validly withdrawn) in the Obligor Exchange Offer and the principal amount of each series of OpCo Notes that AT&T expects to accept on the Settlement Date;
Title of Series of OpCo Notes |
Issuer |
CUSIP Number |
Consideration |
Principal Amount Tendered(1) |
Principal Amount AT&T Expects to Accept |
|||||||||||
OpCo Notes |
||||||||||||||||
7.120% Debentures, due July 15, 2097 |
BellSouth, LLC(2) | 079857AF5 | 7.120% Global Notes due 2097 | $ | 85,856,000 | $ | 85,856,000 | |||||||||
6.650% Zero-to-Full Debentures, due December 15, 2095 |
BellSouth Telecommunications, LLC(3) | 079867AS6 | 6.650% Global Notes due 2095 | $ | 32,050,000 | $ | 32,050,000 | |||||||||
7.000% Debentures, due December 1, 2095 |
BellSouth Telecommunications, LLC(3) | 079867AP2 | 7.000% Global Notes due 2095 | $ | 45,534,000 | $ | 45,534,000 | |||||||||
5.850% Debentures due November 15, 2045 |
BellSouth Telecommunications, LLC(3) | 079867AN7 | 5.850% Global Notes due 2045 | $ | 379,000 | $ | 379,000 | |||||||||
5.950% Debentures due January 15, 2038 |
Ameritech Capital Funding Corporation | 030955AP3 | 5.950% Global Notes due 2038 | $ | 8,040,000 | $ | 8,040,000 | |||||||||
6.000% Notes due 2034 |
BellSouth, LLC(4) | 079860AK8 | 6.000% Global Notes due 2034 | $ | 71,392,000 | $ | 71,392,000 | |||||||||
6.550% Notes due 2034 |
BellSouth, LLC(4) | 079860AE2 | 6.550% Global Notes due 2034 | $ | 143,801,000 | $ | 143,801,000 | |||||||||
7.125% Senior Notes due 2031 |
AT&T Mobility LLC(5) |
17248RAJ5 | 7.125% Global Notes due 2031 | $ | 148,730,000 | $ | 148,730,000 | |||||||||
8.250% Senior Notes due November 15, 2031(6) |
AT&T Corp. | |
001957BD0; U03017BC0 |
|
8.250% Global Notes due 2031 | $ | 217,786,000 | $ | 217,786,000 | |||||||
6.875% Notes due 2031 |
BellSouth, LLC(4) | 079860AD4 | 6.875% Global Notes due 2031 | $ | 169,287,000 | $ | 169,287,000 |
November 29, 2017
© 2017 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. |
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8.750% Senior Notes due 2031 |
New Cingular Wireless Services, Inc.(7) | |
00209AAF3; U0027MAC1 |
|
8.750% Global Notes due 2031 | $ | 216,393,000 | $ | 216,393,000 | |||||||
7.875% Debentures due 2030 |
BellSouth, LLC(2) | 079857AH1 | 7.875% Global Notes due 2030 | $ | 201,852,000 | $ | 201,852,000 | |||||||||
6.500% Notes due 2029 |
AT&T Corp. | 001957AW9 | 6.500% Global Notes due 2029 | $ | 6,820,000 | $ | 6,820,000 | |||||||||
6.375% Debentures, due June 1, 2028 |
BellSouth Telecommunications, LLC(3) | 079867AW7 | 6.375% Global Notes due 2028 | $ | 95,418,000 | $ | 95,418,000 | |||||||||
6.550% Debentures due January 15, 2028 |
Ameritech Capital Funding Corporation | 030955AN8 | 6.550% Global Notes due 2028 | $ | 114,586,000 | $ | 114,586,000 | |||||||||
6.875% Debentures due 2027 |
Ameritech Capital Funding Corporation | 030955AJ7 | 6.875% Global Notes due 2027 | $ | 11,001,000 | $ | 11,000,000 | |||||||||
6.040% Debentures, due November 15, 2026 |
BellSouth, LLC(2) | 079857AC2 | 6.040% Global Notes due 2026 | $ | 15,000 | | ||||||||||
7.300% Debentures due August 15, 2026 |
Indiana Bell Telephone Company, Incorporated | 454614AK4 | 7.300% Global Notes due 2026 | $ | 21,270,000 | $ | 21,270,000 | |||||||||
7.125% Debentures due March 15, 2026(6) |
Pacific Bell Telephone Company(8) | 694032AT0 | 7.125% Global Notes due 2026 | $ | 257,200,000 | $ | 257,200,000 | |||||||||
7.000% Debentures, due October 1, 2025 |
BellSouth Telecommunications, LLC(3) | 079867AM9 | 7.000% Global Notes due 2025 | $ | 55,006,000 | $ | 55,006,000 | |||||||||
7.850% Debentures due January 15, 2022 |
Michigan Bell Telephone Company | 594185AQ3 | 7.850% Global Notes due 2022 | $ | 83,184,000 | $ | 83,184,000 |
(1) | Reflects the aggregate principal amount of each series of OpCo Notes that have been validly tendered for exchange pursuant to the Obligor Exchange Offer and not validly withdrawn, as of the Expiration Date, based on information provided by the exchange agent to AT&T. |
(2) | The 7.120% Debentures, due July 15, 2097, the 7.875% Debentures due 2030 and the 6.040% Debentures, due November 15, 2026, were originally issued by BellSouth Capital Funding Corporation, which subsequently merged with and into BellSouth Corporation, which subsequently converted to BellSouth, LLC. |
(3) | BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc. |
(4) | The 6.000% Notes due 2034, the 6.550% Notes due 2034 and the 6.875% Notes due 2031 were originally issued by BellSouth Corporation, which subsequently converted to BellSouth, LLC. |
(5) | AT&T Mobility LLC was formerly known as Cingular Wireless LLC. |
(6) | The 8.250% Senior Notes due November 15, 2031 (with an initial interest rate of 8.000%) and the 7.125% Debentures due March 15, 2026 are fully, unconditionally and irrevocably guaranteed by AT&T. |
(7) | New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc. |
(8) | Pacific Bell Telephone Company was formerly known as Pacific Bell. |
and (ii) exchange (the New 2046 Exchange Offer) the OpCo Notes and the seven series of notes described under the heading Old AT&T Notes in the table below (the Old AT&T Notes and, together with the OpCo Notes and the Old Maturity Extension Notes, the Old Notes) for a new series of AT&Ts senior notes to be due in 2046 (the New 2046 Notes and, together with the New AT&T Obligor Notes and the New Maturity Extension Notes, the New Notes). The table below identifies the aggregate principal amount of each series of OpCo Notes and Old AT&T Notes validly tendered (and not validly withdrawn) in the New 2046 Exchange Offer and the principal amount of each series of OpCo Notes and Old AT&T Notes that AT&T expects to accept on the Settlement Date;
November 29, 2017
© 2017 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. |
Page 4 |
Title of Security |
Issuer |
CUSIP Number |
Consideration |
Principal Amount Tendered(1) |
Principal Amount AT&T Expects to Accept |
|||||||||||
OpCo Notes |
||||||||||||||||
7.120% Debentures, due July 15, 2097 |
BellSouth, LLC(2) | 079857AF5 | New 2046 Notes | $ | 86,501,000 | $ | 86,500,000 | |||||||||
6.650% Zero-to-Full Debentures, due December 15, 2095 |
BellSouth Telecommunications, LLC(3) | 079867AS6 | New 2046 Notes | $ | 31,375,000 | $ | 31,375,000 | |||||||||
7.000% Debentures, due December 1, 2095 |
BellSouth Telecommunications, LLC(3) | 079867AP2 | New 2046 Notes | $ | 19,516,000 | $ | 19,516,000 | |||||||||
5.850% Debentures due November 15, 2045 |
BellSouth Telecommunications, LLC(3) | 079867AN7 | New 2046 Notes | $ | 34,134,000 | $ | 34,134,000 | |||||||||
5.950% Debentures due January 15, 2038 |
Ameritech Capital Funding Corporation | 030955AP3 | New 2046 Notes | | | |||||||||||
6.000% Notes due 2034 |
BellSouth, LLC(4) | 079860AK8 | New 2046 Notes | $ | 17,749,000 | $ | 17,749,000 | |||||||||
6.550% Notes due 2034 |
BellSouth, LLC(4) | 079860AE2 | New 2046 Notes | $ | 42,545,000 | $ | 42,544,000 | |||||||||
7.125% Senior Notes due 2031 |
AT&T Mobility LLC(5) |
17248RAJ5 | New 2046 Notes | $ | 70,045,000 | $ | 70,045,000 | |||||||||
8.250% Senior Notes due November 15, 2031(6) |
AT&T Corp. | |
001957BD0; U03017BC0 |
|
New 2046 Notes | $ | 98,800,000 | $ | 98,800,000 | |||||||
6.875% Notes due 2031 |
BellSouth, LLC(4) | 079860AD4 | New 2046 Notes | $ | 29,678,000 | $ | 29,678,000 | |||||||||
8.750% Senior Notes due 2031 |
New Cingular Wireless Services, Inc.(7) | |
00209AAF3; U0027MAC1 |
|
New 2046 Notes | $ | 146,211,000 | $ | 146,211,000 | |||||||
7.875% Debentures due 2030 |
BellSouth, LLC(2) | 079857AH1 | New 2046 Notes | $ | 36,550,000 | $ | 36,550,000 | |||||||||
6.500% Notes due 2029 |
AT&T Corp. | 001957AW9 | New 2046 Notes | $ | 9,875,000 | $ | 9,875,000 | |||||||||
6.375% Debentures, due June 1, 2028 |
BellSouth Telecommunications, LLC(3) | 079867AW7 | New 2046 Notes | $ | 22,334,000 | $ | 22,334,000 | |||||||||
6.550% Debentures due January 15, 2028 |
Ameritech Capital Funding Corporation | 030955AN8 | New 2046 Notes | $ | 38,821,000 | $ | 38,821,000 | |||||||||
6.875% Debentures due 2027 |
Ameritech Capital Funding Corporation | 030955AJ7 | New 2046 Notes | $ | 13,033,000 | $ | 13,033,000 |
November 29, 2017
© 2017 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. |
Page 5 |
6.040% Debentures, due November 15, 2026 |
BellSouth, LLC(2) | 079857AC2 | New 2046 Notes | | | |||||||||||
7.300% Debentures due August 15, 2026 |
Indiana Bell Telephone Company, Incorporated |
454614AK4 | New 2046 Notes | $ | 33,983,000 | $ | 33,983,000 | |||||||||
7.125% Debentures due March 15, 2026(6) |
Pacific Bell Telephone Company(8) |
694032AT0 | New 2046 Notes | $ | 87,983,000 | $ | 87,983,000 | |||||||||
7.000% Debentures, due October 1, 2025 |
BellSouth Telecommunications, LLC(3) |
079867AM9 | New 2046 Notes | $ | 7,145,000 | $ | 7,145,000 | |||||||||
7.850% Debentures due January 15, 2022 |
Michigan Bell Telephone Company |
594185AQ3 | New 2046 Notes | $ | 14,016,000 | $ | 14,016,000 | |||||||||
Old AT&T Notes |
||||||||||||||||
6.550% Global Notes due 2039 |
AT&T Inc. | 00206RAS1 | New 2046 Notes | $ | 260,481,000 | $ | 260,481,000 | |||||||||
6.400% Global Notes due 2038 |
AT&T Inc. | 00206RAN2 | New 2046 Notes | $ | 32,316,000 | $ | 32,316,000 | |||||||||
6.300% Global Notes due 2038 |
AT&T Inc. | 00206RAG7 | New 2046 Notes | $ | 215,299,000 | $ | 215,299,000 | |||||||||
6.500% Global Notes due 2037 |
AT&T Inc. | 00206RAD4 | New 2046 Notes | $ | 245,667,000 | $ | 245,667,000 | |||||||||
6.800% Notes due 2036 |
AT&T Inc. | 00206RAB8 | New 2046 Notes | $ | 21,645,000 | $ | 21,645,000 | |||||||||
6.150% Global Notes due 2034 |
AT&T Inc.(9) | 78387GAQ6 | New 2046 Notes | $ | 63,983,000 | $ | 63,983,000 | |||||||||
6.450% Global Notes due 2034 |
AT&T Inc.(9) | 78387GAM5 | New 2046 Notes | $ | 60,641,000 | $ | 60,641,000 |
(1) | Reflects the aggregate principal amount of each series of OpCo Notes or Old AT&T Notes that have been validly tendered for exchange pursuant to the New 2046 Exchange Offer and not validly withdrawn as of the Expiration Date, based on information provided by the exchange agent to AT&T. |
(2) | The 7.120% Debentures, due July 15, 2097, the 7.875% Debentures due 2030 and the 6.040% Debentures, due November 15, 2026, were originally issued by BellSouth Capital Funding Corporation, which subsequently merged with and into BellSouth Corporation, which subsequently converted to BellSouth, LLC. |
(3) | BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc. |
(4) | The 6.000% Notes due 2034, the 6.550% Notes due 2034 and the 6.875% Notes due 2031 were originally issued by BellSouth Corporation, which subsequently converted to BellSouth, LLC. |
(5) | AT&T Mobility LLC was formerly known as Cingular Wireless LLC. |
(6) | The 8.250% Senior Notes due November 15, 2031 (with an initial interest rate of 8.000%) and the 7.125% Debentures due March 15, 2026 are fully, unconditionally and irrevocably guaranteed by AT&T. |
(7) | New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc. |
(8) | Pacific Bell Telephone Company was formerly known as Pacific Bell. |
(9) | AT&T Inc. was formerly known as SBC Communications Inc. |
The OpCo and AT&T Exchange Offers expired at 11:59 p.m., New York City time, on November 28, 2017. Based on the amount of OpCo Notes and Old AT&T Notes tendered in the OpCo and AT&T Exchange Offers and in accordance with the terms of the OpCo and AT&T Exchange Offers, AT&T expects to accept, on the Settlement Date, (a) all of the OpCo Notes validly tendered (and not validly withdrawn) pursuant to the Obligor Exchange,
November 29, 2017
© 2017 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. |
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except for the 6.040% Debentures, due November 15, 2026, of BellSouth, LLC (the 6.040% Debentures) and (b) all of the OpCo Notes and Old AT&T Notes validly tendered (and not validly withdrawn) pursuant to the New 2046 Exchange Offer, except for the 6.040% Debentures.
On the Settlement Date, AT&T expects to deliver an aggregate principal amount of (i) $83,184,000 aggregate principal amount of 7.850% Global Notes due 2022, (ii) $55,006,000 aggregate principal amount of 7.000% Global Notes due 2025, (iii) $257,200,000 aggregate principal amount of 7.125% Global Notes due 2026, (iv) $21,270,000 aggregate principal amount of 7.300% Global Notes due 2026,(v) $11,000,000 aggregate principal amount of 6.875% Global Notes due 2027, (vi) $114,586,000 aggregate principal amount of 6.550% Global Notes due 2028, (vii) $95,418,000 aggregate principal amount of 6.375% Global Notes due 2028, (viii) $6,820,000 aggregate principal amount of 6.500% Global Notes due 2029, (ix) $201,852,000 aggregate principal amount of 7.875% Global Notes due 2030, (x) $216,393,000 aggregate principal amount of 8.750% Global Notes due 2031, (xi) $169,287,000 aggregate principal amount of 6.875% Global Notes due 2031, (xii) $217,786,000 aggregate principal amount of 8.250% Global Notes due 2031, (xiii) $148,730,000 aggregate principal amount of 7.125% Global Notes due 2031, (xiv) $143,801,000 aggregate principal amount of 6.550% Global Notes due 2034, (xv) $71,388,000 aggregate principal amount of 6.000% Global Notes due 2034, (xvi) $8,040,000 aggregate principal amount of 5.950% Global Notes due 2038, (xvii) $379,000 aggregate principal amount of 5.850% Global Notes due 2045, (xviii) $1,750,725,000 aggregate principal amount of New 2046 Notes, (xix) $45,534,000 aggregate principal amount of 7.000% Global Notes due 2095, (xx) $32,050,000 aggregate principal amount of 6.650% Global Notes due 2095 and (xxi) $85,856,000 aggregate principal amount of 7.120% Global Notes due 2097 of the Company plus a cash payment for (a) $1.00 per $1,000 principal amount of OpCo Notes validly tendered (and not validly withdrawn) pursuant to the Obligor Exchange, (b) the cash payment percent of premium offered on the OpCo Notes and Old AT&T Notes validly tendered (and not validly withdrawn) pursuant to the New 2046 Exchange Offer, in accordance with the terms and conditions set forth in the offering memorandum (the OpCo and AT&T Offering Memorandum and, together with the Maturity Extension Offering Memorandum, the Offering Memoranda), dated October 30, 2017, as amended by AT&Ts press release, dated as of November 13, 2017, and the related letter of transmittal and consent (the OpCo and AT&T Letter of Transmittal and, together with the Maturity Extension Letter of Transmittal, the Letters of Transmittal) and (c) amounts due in lieu of fractional amounts of OpCo Notes and Old AT&T Notes.
In connection with the OpCo and AT&T Exchange Offers, AT&T also solicited consents (the Consent Solicitations) from holders of the OpCo Notes to eliminate substantially all of the restrictive covenants in the indentures governing the OpCo Notes (the OpCo Indentures). As of the Expiration Date, the necessary consents to adopt the proposed amendments to
November 29, 2017
© 2017 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. |
Page 7 |
the relevant OpCo Indentures with respect to each of the following OpCo Notes were obtained: (i) 7.120% Debentures, due July 15, 2097 of BellSouth, LLC, (ii) 5.950% Debentures due January 15, 2038 of Ameritech Capital Funding Corporation, (iii) 6.550% Notes due 2034 of BellSouth, LLC, (iv) 8.250% Senior Notes due November 15, 2031 of AT&T Corp., (v) 6.875% Notes due 2031 of BellSouth, LLC, (vi) 7.875% Debentures due 2030 of BellSouth, LLC, (vii) 6.550% Debentures due January 15, 2028 of Ameritech Capital Funding Corporation, (viii) 7.300% Debentures due August 15, 2026 of Indiana Bell Telephone Company, Incorporated and (ix) 7.125% Debentures due March 15, 2026 of Pacific Bell Telephone Company. As previously announced, AT&T has decided to waive the Requisite Consent condition (as defined in the OpCo and AT&T Offering Memorandum (as defined below)) with respect to all series of OpCo Notes other than the 6.040% Debentures, due November 15, 2026. As a result, the proposed amendments will become effective on the Settlement Date with respect to the aforementioned series of OpCo Notes for which the necessary consents were received.
The OpCo and AT&T Exchange Offers were conducted upon the terms and subject to the conditions set forth in the OpCo and AT&T Offering Memorandum, as amended by AT&Ts press release, dated as of November 13, 2017, and the OpCo and AT&T Letter of Transmittal.
TERMS OF THE EXCHANGE OFFERS
The Maturity Extension Exchange Offers and the OpCo and AT&T Exchange Offers (collectively, the Exchange Offers) were only made, and the New Notes were only offered to, and copies of the offering documents were only made available to, a holder of Old Notes who has certified its status as either (a) a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act) or (b) (i) a person who is not a U.S. person as defined under 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 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 which has implemented Directive 2003/71/EC, as amended, including by Directive 2010/73/EU (the Prospectus Directive), a qualified investor as defined in the Prospectus Directive and (iii) if located or resident in Canada, is located or resident in a province of Canada and is an accredited investor as such term is defined in National Instrument 45-106 Prospectus Exemptions (NI 45-106), 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 (NI 31-103) (each, an Eligible Holder).
November 29, 2017
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The New Notes have not been and 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 of the securities described herein. The Exchange Offers were made solely by the Offering Memoranda and the Letters of Transmittal 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 were only 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 (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.
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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&Ts filings with the Securities and Exchange Commission and in the Offering Memoranda 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.
November 29, 2017
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