AT&T launches exchange offers for 13 series of notes in two pools

By Wendy Van Sickle

Columbus, Ohio, Nov. 17 – AT&T Inc. began private exchange offers for 13 series of notes, according to a company news release on Monday.

The offers are divided into two pools.

Under pool 1, the company is offering a new series of senior notes due 2057 in exchange for four series of outstanding notes. AT&T will accept an amount of notes that results in the issuance of no more than $3 billion of new 2057 notes.

In pool 2, the company is offering a new series of senior notes due 2033 and cash in exchange for nine series of outstanding notes. AT&T will accept an amount of notes that results in the issuance of no more than $2.5 billion of new 2033 notes.

For each pool, a minimum condition applies stipulating that, in order for an exchange to be consummated, holders must tender enough notes to result in the issuance of at least $1 billion of the new notes being offered under that pool.

Pricing for each pool will be set at 11 a.m. ET on Dec. 2.

The early deadline is 5 p.m. ET on Dec. 1.

The exchange offers will expire at 11:59 p.m. ET on Dec. 15.

Early settlement is expected on Dec. 7 and final settlement on Dec. 17.

Pool 1 offer

The following notes, listed in acceptance priority level, are eligible for the pool 1 offer:

• AT&T’s $1,749,900,000 of 4.8% global notes due 2044 (Cusip: 00206RCG5) with pricing based on the 1.375% Treasury note due Aug. 15, 2050 plus 170 basis points;

• AT&T’s $4,176,400,000 of 4.5% global notes due 2048 (Cusips: 00206RDL3, 00206RDJ8) with pricing based on the 1.375% Treasury note due Aug. 15, 2050 plus 180 bps;

• AT&T’s $1,896,100,000 of 4.35% global notes due 2048 (Cusip: 00206RBK7) with pricing based on the 1.375% Treasury note due Aug. 15, 2050 plus 170 bps;

• AT&T’s $1,896,100,000 of 4.3% global notes due 2048 (Cusips: 00206RBH4, 00206RBG6) with pricing based on the 1.375% Treasury note due Aug. 15, 2050 plus 160 bps.

In each case, there will be an early participation payment in the pool 1 offers equal to $50 principal amount of new notes.

Pool 2 offer

The following notes, listed in acceptance priority level, are eligible for the pool 2 offer:

• Pacific Bell Telephone Co.’s $223 million of 7.125% debentures due March 15, 2026 (Cusip: 694032AT0) with pricing to be based on the 0.25% Treasury note due Oct. 31, 2025 plus 80 bps and 100% of the premium to be paid in cash;

• AT&T’s $2.65 billion of 4.125% global notes due 2026 (Cusip: 00206RCT7) with pricing to be based on the 0.25% Treasury note due Oct. 31, 2025 plus 45 bps and 0% of the premium to be paid in cash;

• AT&T’s $541.1 million of 3.875% global notes due 2026 (Cusip: 00206RHT2) with pricing to be based on the 0.25% Treasury note due Oct. 31, 2025 plus 45 bps and 0% of the premium to be paid in cash;

• AT&T’s $707.3 million of 2.95% global notes due 2026 (Cusip: 00206RHV7) with pricing to be based on the 0.25% Treasury note due Oct. 31, 2025 plus 50 bps and 0% of the premium to be paid in cash;

• Ameritech Capital Funding Corp.’s $100.2 million of 6.55% debentures due Jan. 15, 2028 (Cusip: 030955AN8) with pricing to be based on the 0.875% Treasury note due Nov. 15, 2050 plus 85 bps and 55% of the premium to be paid in cash;

• BellSouth Telecommunications, LLC’s $197.2 million of 6.375% debentures due June 1, 2038 (Cusip: 079867AW7) with pricing to be based on the 0.875% Treasury note due Nov. 15, 2050 plus 90 bps and 40% of the premium to be paid in cash;

• AT&T’s $2,449,000,000 of 4.1% global notes due 2028 (Cusips: 00206RGL0, 00206RER9) with pricing to be based on the 0.25% Treasury note due Nov. 15, 2050 plus 50 bps and 0% of the premium to be paid in cash;

• AT&T’s $2 billion of 4.25% global notes due 2027 (Cusip: 00206RDQ2) with pricing to be based on the 0.25% Treasury note due Nov. 15, 2050 plus 35 bps and 0% of the premium to be paid in cash; and

• AT&T’s $1,329,200,000 of 3.8% global notes due 2027 (Cusip: 00206RHW5) with pricing to be based on the 0.25% Treasury note due Nov. 15, 2050 plus 35 bps and 0% of the premium to be paid in cash.

The cash payment percent of the premium is the percent of the amount by which the total consideration exceeds $1,000 in principal amount and cash per $1,000 principal amount of old notes.

In each case, there will be an early participation payment for series in the pool 2 offers equal to $50 principal amount of new notes.

Holders will receive accrued interest in cash.

The exchange agent and information agent is Global Bondholders Services Corp. (866 470-3900, 212 430-3774 or contact@gbsc-usa.com).

AT&T is a telecommunications services provider based in Dallas.

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