AT&T Inc. Announces Early Participation and Consent Results in Exchange Offers

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the “Old Notes”) issued by Warner Media, LLC or Historic TW Inc. had been validly tendered and not validly withdrawn in connection with AT&T’s previously announced offers to exchange all validly tendered (and not validly withdrawn) and accepted Old Notes of each such series for new notes to be issued by AT&T (collectively, the “AT&T Notes”), and the related solicitation of consents to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

Solely with respect to the 6.85% Debentures due 2026 and the 8.30% Discount Debentures due 2036, in each case issued by Historic TW (the “Extended Consent Revocation Deadline Notes”), AT&T also announced it has extended the deadline to revoke consents to amend the indentures governing the Extended Consent Revocation Deadline Notes (the “Consent Revocation Deadline”) from 5:00 p.m., New York City time, on May 15, 2019 to the earlier of (1) the date on which the supplemental indenture reflecting the proposed amendments is executed with respect to applicable series of Extended Consent Revocation Deadline Notes and (2) 9:00 a.m., New York City time, on May 31, 2019 (such date, with respect to each applicable series of Extended Consent Revocation Deadline Notes, the “Extended Consent Revocation Deadline”).  Holders of Extended Consent Revocation Deadline Notes will not be given prior notice that a supplemental indenture is being executed with respect to any series of Extended Consent Revocation Deadline Notes, and such holders will not be able to revoke a consent that was delivered with a validly tendered Extended Consent Revocation Deadline Note after the execution of the supplemental indenture with respect to that series of Extended Consent Revocation Deadline Notes.

The Consent Revocation Deadline for all other series of Old Notes (other than the Extended Consent Revocation Deadline Notes) has not been extended and occurred on 5:00 p.m., New York City time, on May 15, 2019.  As a result, consents to amend the indentures governing the Old Notes that have been validly delivered in connection with any Old Notes (other than the Extended Consent Revocation Deadline Notes) may no longer be revoked. 

The exchange offers and consent solicitations (together, the “Exchange Offers”) are being made pursuant to the terms and conditions set forth in AT&T’s prospectus, dated as of May 13, 2019 (the “Prospectus”), which forms a part of the Registration Statement (as defined below), and, with respect to the U.S. dollar-denominated Old Notes (the “Old U.S. Notes”), the related Letter of Transmittal and Consent (the “Letter of Transmittal”).  The Exchange Offers will expire at 9:00 a.m., New York City time, on May 31, 2019.

A Registration Statement on Form S-4 (File No. 333-231171) (the “Registration Statement”) relating to the issuance of the AT&T Notes was filed with the Securities and Exchange Commission (“SEC”) on May 2, 2019 (as amended by Amendment No. 1 to the Registration Statement filed with the SEC on May 13, 2019) and declared effective by the SEC on May 13, 2019.

Questions concerning the terms of the Exchange Offers for the Old U.S. Notes should be directed to the following dealer managers:

Questions concerning the terms of the Exchange Offer for the Old Euro Notes should be directed to the following dealer managers:

Questions concerning tender procedures for the Old Notes and requests for additional copies of the Prospectus and the Letter of Transmittal should be directed to the exchange agent and information agent:

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein and is also not a solicitation of the related consents.  The Exchange Offers may be made solely pursuant to the terms and conditions described in the Prospectus, the Letter of Transmittal and the other related materials. 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

MiFID II professionals / ECPs-only / No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).  No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

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”); or (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 (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.