AT&T Inc. Announces Results of Early Tenders in Exchange Offers and Increases Size of Pool 1 Offer

DALLAS–(BUSINESS WIRE)–AT&T Inc. (NYSE: T) (“AT&T”) announced today the results of the early
tenders in its private offers to (i) exchange (the “Pool 1 Offer”) the
nine series of notes described in the table below (collectively, the
“Pool 1 Notes”) for a new series of AT&T’s senior notes to be due in
2048 (the “New 2048 Notes”) and cash, as applicable;

         
Acceptance Principal
CUSIP Principal Amount Priority Amount
Title of Security   Issuer   Number   Outstanding   Level  

Tendered(1)

6.450% Global Notes due

June 15, 2034

AT&T Inc.(2) 78387GAM5 $405,955,000 1 $92,678,000

6.800% Notes due 2036

 

AT&T Inc. 00206RAB8 $175,246,000 2 $25,271,000

6.400% Global Notes due

2038

AT&T Inc. 00206RAN2 $326,915,000 3 $65,553,000

6.150% Global Notes due

2034

AT&T Inc.(2) 78387GAQ6 $586,254,000 4 $166,196,000

6.300% Global Notes due

2038

AT&T Inc. 00206RAG7 $1,815,275,000 5 $750,594,000

6.500% Global Notes due

2037

AT&T Inc. 00206RAD4 $1,154,205,000 6 $493,896,000

6.550% Global Notes due

2039

AT&T Inc. 00206RAS1 $1,437,269,000 7 $664,955,000

5.550% Global Notes due

2041

AT&T Inc. 00206RBA9 $2,000,000,000 8 $990,427,000

8.250% Senior Notes due

November 15, 2031(3)

  AT&T Corp.   001957BD0/

U03017BC0

  $770,489,000   9   $531,639,000
(1)   The aggregate principal amounts of each series of Old Notes that
have been validly tendered for exchange and not validly withdrawn,
as of 5:00 p.m., New York City time, on August 18, 2016 (the “Early
Participation Date”), based on information provided by the exchange
agent to AT&T.
(2) AT&T Inc. was formerly known as SBC Communications Inc.
(3) The 8.250% Senior Notes due November 15, 2031 are fully,
unconditionally and irrevocably guaranteed by AT&T. The initial
interest rate on the 8.250% Senior Notes due November 15, 2031 was
8.000%.
 

and (ii) exchange (the “Pool 2 Offer” and, together with the Pool 1
Offer, the “Exchange Offers”) the twelve series of notes described in
the table below (collectively, the “Pool 2 Notes” and, together with the
Pool 1 Notes, the “Old Notes”) for a new series of AT&T’s senior notes
to be due in 2049 (the “New 2049 Notes” and, together with the New 2048
Notes, the “New Notes”) and cash, as applicable.

         
Acceptance Principal
CUSIP Principal Amount Priority Amount
Title of Security   Issuer   Number   Outstanding   Level   Tendered((1))

6.650% Zero-to-Full

Debentures, due

December 15, 2095

BellSouth

Telecommunications,

LLC(2)

079867AS6 $145,606,000 1 $40,597,000

7.120% Debentures, due

July 15, 2097

BellSouth, LLC(3) 079857AF5 $289,101,000 2 $26,813,000

7.000% Debentures, due

December 1, 2095

BellSouth

Telecommunications,

LLC(2)

079867AP2 $185,519,000 3 $43,199,000

6.550% Notes due 2034

 

BellSouth, LLC(4) 079860AE2 $366,188,000 4 $22,832,000

6.000% Notes due 2034

 

BellSouth, LLC(4) 079860AK8 $360,611,000 5 $43,126,000

7.875% Debentures due

2030

BellSouth, LLC(3) 079857AH1 $505,687,000 6 $145,806,000

6.875% Notes due 2031

 

BellSouth, LLC(4) 079860AD4 $403,658,000 7 $78,861,000

5.350% Global Notes due

2040

AT&T Inc. 04650NAB0/

U9475PAA6

$3,500,000,000 8 $1,899,933,000

6.375% Debentures, due

June 1, 2028

BellSouth

Telecommunications,

LLC(2)

079867AW7 $333,550,000 9 $41,798,000

6.550% Debentures due

January 15, 2028

Ameritech Capital

Funding Corporation

030955AN8 $257,612,000 10 $19,821,000

8.750% Senior Notes due

2031

New Cingular Wireless

Services, Inc.(5)

00209AAF3/

U0027MAC1

$822,103,000 11 $88,770,000

7.125% Senior Notes due

2031

  AT&T Mobility LLC(6)   17248RAJ5   $509,890,000   12   $79,341,000
(1)   The aggregate principal amounts of each series of Old Notes that
have been validly tendered for exchange and not validly withdrawn,
as of the Early Participation Date, based on information provided by
the exchange agent to AT&T.
(2) BellSouth Telecommunications, LLC was formerly known as BellSouth
Telecommunications, Inc.
(3) The 7.120% Debentures, due July 15, 2097 and the 7.875% Debentures
due 2030 were originally issued by BellSouth Capital Funding
Corporation, which subsequently merged with and into BellSouth
Corporation, which subsequently merged with and into BellSouth, LLC.
(4) The 6.550% Notes due 2034, the 6.000% Notes due 2034 and the 6.875%
Notes due 2031 were originally issued by BellSouth Corporation,
which subsequently merged with and into BellSouth, LLC.
(5) New Cingular Wireless Services, Inc. was formerly known as AT&T
Wireless Services, Inc.
(6) AT&T Mobility LLC was formerly known as Cingular Wireless LLC.
 

For each $1,000 principal amount of Old Notes validly tendered and not
validly withdrawn, and accepted by AT&T, Eligible Holders of such Old
Notes will receive a cash payment for accrued and unpaid interest on the
applicable series of Old Notes up to, but not including, the settlement
date as well as a cash payment for amounts due in lieu of fractional
amounts of New Notes.

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

The Exchange Offers are being conducted upon the terms and subject to
the conditions set forth in an offering memorandum (the “Offering
Memorandum”), dated August 5, 2016, and the related letter of
transmittal (the “Letter of Transmittal”). AT&T also announced today
that it has amended the terms of the Pool 1 Offer to increase the
maximum aggregate principal amount of New 2048 Notes that will be issued
from $2,500,000,000 to $4,500,000,000. No upsizing was made to the Pool
2 Offer and as such, the maximum aggregate principal amount of New 2049
Notes that will be issued is $2,500,000,000.

The Exchange Offers are only made and the New Notes are only being
offered to, 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) 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 (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) 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”).

The Exchange Offers will expire at 11:59 p.m., New York City time, on
September 1, 2016, unless extended or earlier terminated by AT&T. In
accordance with the terms of the Exchange Offers, the withdrawal
deadline relating to the Exchange Offers occurred at 5:00 p.m. New York
City time on August 18, 2016. 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 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.

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 and the Letter 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 are
only being distributed to and are only directed at, (i) investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”) or (ii) high net worth entities 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.

Documents relating to the Exchange Offers will only be distributed to
holders of Old Notes who complete and return a letter of eligibility
confirming that they are Eligible Holders. Holders of Old Notes who
desire a copy of the eligibility letter may contact Global Bondholder
Services Corporation, the information agent for the Exchange Offers, at
(866) 470-3900 (toll-free) or (212) 430-3774 (collect) or by email at contact@gbsc-usa.com.

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.

Contacts

AT&T Corporate Communications
McCall Butler, 404-986-0456
mb8191@att.com