AT&T Inc. Announces Final Results of Exchange Offers and Consent Solicitations
AT&T Inc. (NYSE: T) (“AT&T”) announced today the final results of its previously announced offers to exchange all validly tendered (and not validly withdrawn) and accepted notes of each series listed in the table below (collectively, the “TW Notes”) issued by Warner Media, LLC or Historic TW Inc. for new notes to be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 TW Notes.
As of 9:00 a.m., New York City time, on May 31, 2019 (the “Expiration Date”), the aggregate principal amounts listed below of each series of TW Notes had been validly tendered and not validly withdrawn in connection with the exchange offers and consent solicitations (the “Exchange Offers”). The final settlement of the Exchange Offers is expected to take place on or about June 5, 2019 (the “Settlement Date”).
The Exchange Offers were made pursuant to the terms and conditions set forth in AT&T’s prospectus, dated 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 TW Notes, the related Letter of Transmittal and Consent (the “Letter of Transmittal”).
The requisite consents were obtained to amend the indentures governing each series of TW Notes except with respect to the 6.85% Debentures due 2026 and the 8.30% Discount Debentures due 2036, and the supplemental indentures effecting the proposed amendments were entered into on May 21, 2019.
Based on the amount of TW Notes tendered in the Exchange Offers and in accordance with the terms of the Exchange Offers, AT&T expects to accept, on the Settlement Date, all of the TW Notes validly tendered and not validly withdrawn, other than any 6.85% Debentures due 2026 or 8.30% Discount Debentures due 2036 tendered for exchange.
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 was declared effective by the SEC on May 13, 2019.
Questions concerning the terms of the Exchange Offers for the U.S. dollar-denominated TW Notes should be directed to the following dealer managers:
BofA Merrill Lynch Charlotte, North Carolina 28255 Collect: (980) 683-3215 |
Deutsche Bank Securities Collect: (212) 250-2955 |
J.P. Morgan New York, New York 10179 Attention: Liability Management Desk Collect: (212) 834-3424 Toll-Free: (866) 834-4666
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Questions concerning the terms of the Exchange Offer for the Euro-denominated TW Notes should be directed to the following dealer managers:
Merrill Lynch International London EC1A 1HQ United Kingdom Attention: Liability Management Group Toll: +44 (0) 20 7996 5420 |
Deutsche Bank Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Attention: Liability Management Group Phone: +44 20 7545 8011
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J.P. Morgan New York, New York 10179 Attention: Liability Management Desk Collect: (212) 834-3424 Toll-Free: (866) 834-4666 |
The exchange agent and information agent for the Exchange Offers was:
By Facsimile (Eligible Institutions Only): |
Global Bondholder Services Corporation
By E-Mail: contact@gbsc-usa.com |
By Mail or Hand: |
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 were 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.
